DRAFT 06/23/97

OHIO TURNPIKE COMMISSION

Resolution Concerning the Financial

Condition of the Commission

WHEREAS, §4.04(a) of the Master Trust Agreement (“Trust Agreement”) between the

Commission and The Huntington National Bank, as trustee, dated February 15, 1994, requires

that on or before July 31 of each year, the Commission shall complete a review of its financial

condition for the purpose of estimating whether the Gross Revenues for such Fiscal Year will be

sufficient to provide, together with Series Payments, Additional System Payments and

Supplemental Payments, the amounts specified in §4.04(a) of the Trust Agreement;

WHEREAS, the Commission’s CFO/Comptroller has analyzed the Commission’s

financial condition and has advised the Commission that, on the basis of his analysis, the

Commission’s revenues for fiscal year 2009 will be sufficient to meet the requirements of

§4.04(a) of the Trust Agreement and he has set forth a detailed statement of the actual and

estimated Gross Revenues, Series Payments, Additional System Payments and Supplemental

Payments; and

WHEREAS, a certification of same is before the Commission.

NOW, THEREFORE, BE IT

RESOLVED that the Commission, having reviewed the analysis prepared by the

CFO/Comptroller, determines that there will be sufficient Gross Revenues for fiscal year 2009

together with Series Payments, Additional System Payments and Supplemental Payments to

meet the requirements of §4.04(a) of the Trust Agreement, and hereby authorizes and directs the

CFO/Comptroller to issue a certificate required by §4.04(b) of the Trust Agreement; and

FURTHER RESOLVED that copies of such certification and a certified copy of this

resolution shall be transmitted to the trustee and the rating agencies, and shall be available to any

interested party.

(Resolution No. 25-2009 adopted July 20, 2009)