notice of the aforementioned Successor Trustee Escrow Agent,
transfer all investments and funds in the Escrow Account to the
Successor Trustee Escrow Agent and thereupon the Trustee Escrow
Agent shall be relieved from further liability of the administra-
tion of the Escrow Account.

          10. The Trustee Escrow Agent may rely, and shall be
protected in acting or refraining from acting, upon any instrument
furnished to it hereunder and believed by it to be genuine and
believed by it to have been signed or presented by the appropriate
party or parties (including without limitation, with respect to any
corporation, any instrument purporting to have been signed on its
behalf by its president, any of its vice-presidents, its treasurer
or its secretary). The Trustee Escrow Agent shall not be liable
for any action (or any refraining from action) taken by it in good
faith and believed by it to be authorized or within the rights or
powers conferred upon it in this Agreement.     The Trustee Escrow
Agent may consult with counsel of its choice and shall be fully
protected in acting or refraining to act in good faith and in
accordance with the opinion of such counsel.

          11. The Trustee Escrow Agent shall not be liable for any
act done or step taken or omitted by it, or for any mistake of fact
or law, or for anything which it may do or refrain from doing,
except for its negligence or its default in the performance of any
obligation imposed upon it hereunder. The Trustee Escrow Agent
shall be responsible only for amounts or investments actually
received by the Trustee Escrow Agent and shall not be responsible
in any manner whatsoever for the statements contained herein, or in
the Series J Bonds, the Series L Bonds, or in the Series N Bonds,
or in any proceedings taken in connection therewith, but the same
are made solely by the Board.   The Trustee Escrow Agent shall not
be liable or responsible for any loss resulting from any investment
made pursuant to this Agreement and in full compliance with the
provisions hereof.    None of the provisions contained      in this
Agreement shall require the Trustee Escrow Agent to use or advance
its own funds or otherwise to incur personal financial liability in
the performance of any of its duties or in the exercise of any of
its rights or powers hereunder. The Trustee Escrow Agent shall be
under no liability for interest on any funds or other property
received by it hereunder, except as herein expressly provided.

           12. This Agreement is made for the benefit of the Board
and the holders and owners from time to time of the Series J Bonds
and the Series L Bonds and it shall not be repealed, revoked,
altered, or amended, regardless of whether the consent of the
parties hereto shall be given, other than for the purpose of
subjecting to this Agreement additional funds, securities, or
properties. The Trustee Escrow Agent shall be entitled to rely
exclusively on an unqualified opinion of nationally recognized
attorneys on the subject of municipal bonds with respect to
compliance with this Agreement, including the extent, if any, to
which any change affects the rights of the holders and owners of
the Series J Bonds and the Series L Bonds and/or is in compliance



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