(3) Upon being supplied with a properly authenticated assign-
          ment satisfactory to the Bond Registrar (in the sole discretion of
          such Bond Registrar), to transfer the ownership of Bonds from one
          registered Bondowner to another within three (3) business days of
          the receipt of such proper assignment by the Bond Registrar; and

               (4) To cancel and destroy (or remit to the Board for
          destruction, if so requested by the Board) all exchanged, matured,
          retired, and redeemed Bonds, and to maintain adequate records
          relevant thereto.

          (b) Duties as Payee Bank.

          Its duties as Payee Bank shall be as follows:

               (1) To maintain the Bond Fund and to invest the funds
          contained therein in accordance with the provisions of this
          Resolution;

               (2) To remit, but only to the extent that all required funds
          are made available to the Payee Bank by the Board, semiannual
          interest payments directly to the registered owner of each Bond by
          regular United States mail. Said interest payments shall be
          deposited in the United States mail no later than each Interest
          Payment Date. Matured or redeemed Bonds shall be payable upon
          presentation to the Payee Bank. For interest payment purposes, the
          Payee Bank shall be entitled to rely on its records as Bond
          Registrar as to the ownership of each Bond as of the 15th day of the
          month preceding an Interest Payment Date, and the Payee Bank's check
          shall be drawn and mailed accordingly;

                (3) To supply the Board with a written accounting evidencing
           the payment of interest on and principal of the Bonds within 30 days
           following each respective due date; and

                (4) To notify each registered Bondowner of any defeasement
           action taken under Section 4.08 and/or 6.04 of the Basic Resolution.

           The Registrar/Payee Bank shall be entitled to the advice of Counsel

and shall be protected for any acts taken by it in good faith in reliance upon

such advice. The Registrar/Payee Bank shall not be liable for any actions

taken in good faith and believed by it to be within its discretion or the power

conferred upon it by this Resolution, or the responsibility for the

consequences of any oversight or error of judgment.



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