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The Bonds shall initially be issued in the form of one fully registered bond for each maturity. Individuals may purchase beneficial interests in the amount of$5,000 or integral multiples thereof in book - entry -only form, without certificated Bonds, through the DTC Participants and Indirect Participants. DURING THE PERIOD FOR WHICH CEDE & CO. IS REGISTERED OWNER OF THE BONDS, ANY NOTICE TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICE TO DTC PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICE TO INDIRECT PARTICIPANTS, AND DTC. PARTICIPANTS AND INDIRECT PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICE TO BENEFICIAL OWNERS The Issuer shall enter into a customary letter of representations with DTC providing for such a book -entry -only system (the "DTC Agreement"). Such agreement may be terminated at any time by either DTC or the Issuer. In the event of such termination, the Issuer shall select another securities depository or discontinue such book -entry -only system. If the Issuer does not replace DTC, the Registrar will register and deliver to the Beneficial Owners replacement Bonds in the form of fully registered Bonds in denominations of $5,000 or integral multiples thereof, in accordance with instructions from Cede & Co. SECTION 5. The distribution by the Underwriters of the Preliminary Official Statement (the "Preliminary Official Statement") relating to the Bonds in the form attached hereto as Exhibit "B" is hereby approved and the distribution of the Official Statement is hereby approved, such Official Statement to be in substantially the form attached to the Bond Purchase Contract with such additional changes, insertions and omissions as do not change the substance thereof except in conformity with the Bond Purchase Contract and as may be made and approved by officers of the Issuer executing the same, such execution to be conclusive evidence of any such approval. The Chairman or the Vice Chairman is hereby authorized to deem the Preliminary Official Statement, together with such changes insertions and omissions as the Chairman or Vice Chairman may deem necessary and/or appropriate, final for purposes of Rule 15c2-12 of the Securities and Exchange Commission, subject to certain permitted omissions. SECTION 6. The Issuer hereby covenants and agrees that it will comply with and cavy out all of the provisions of the Continuing Disclosure Certificate. Such Continuing Disclosure Certificate shall be in such form as attached hereto as Exhibit "C". Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate will not be considered an event of default; however any bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Section. The bondholders shall not be entitled to any damages for failure of the Issuer to comply with the terms of the Continuing Disclosure Certificate. SECTION 7. All prior resolutions or other actions of the Issuer inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. SECTION S. The Chairman or Vice Chairman or any other appropriate members of the Issuer, or officers or representatives of the Issuer are hereby authorized and directed to execute any and all certifications, tax documents, or other instruments or documents required by the Resolution, the Bond Purchase Contract, this Resolution or any other document referred to above as a prerequisite or precondition to the issuance of the Bonds and any such representation made therein shall be deemed to be made on behalf of the Issuer. All action taken to date by the officers of the Issuer in furtherance of the issuance of the Bonds is hereby approved, confirmed and ratified. AUGUST 7, 2001 -102- BK 119 PG 117