Counsel and shall be protected for any acts taken by the Bank 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 an oversight or

error in judgment.

           Any Bank may at any time resign from its capacities and duties set

forth in this Resolution as to the foregoing by filing its resignation with the

Board and notifying the original purchaser or purchasers of the Bonds. There-

upon, the Board shall designate a successor Bank as to such capacities and

duties, which shall be an incorporated bank or trust company authorized to

transact business in the United States of America. Notwithstanding the

foregoing, in the event of such resignation, provision shall be made for the

orderly transition of the books, records, and accounts relating to the Bonds as

to such resigned capacity or capacities to the successor Bank in order that

there will be no delinquencies in the payment of interest or principal due on

the Bonds.

           The Trustee Bank shall indicate its acceptance of its respective

additional duties and capacities by signing its Acceptance at the conclusion of

this Resolution.



            Section 4.03. Replacement by Board of Registrar, Transfer Agent,
                           Payee Bank, Depository Bank, and/or Escrow Bank.

            The Board shall have the right at any time to replace the Registrar,

Transfer Agent, Payee Bank, Depository Bank, and/or Escrow Bank by observing

the same procedure as that required by the Basic Resolution and/or the

respective Series Resolutions for replacement of the Trustee.



- 47 -