May 1, 1997, the Series E Bonds scheduled to mature on and after
May 1, 1997, and the Series G Bonds scheduled to mature on and
after May 1, 2000, shall have an express lien on all monies and
investments in the Escrow Account until used and applied in accor-
dance with Paragraph 2 hereof.

          6.  The Escrow Agent will give written Notice of Redemp-
tion of the Series D (Second Series) Bonds maturing on and after
May 1, 1997, the Series E Bonds maturing on and after May 1, 1997,
and the Series G Bonds maturing on and after May 1, 2000, by
sending a Notice of Redemption substantially in the form attached
hereto as Exhibit B "Second Notice" to each registered bondowner
via first class mail (in the case of the Series E Bonds, registered
mail) not less than thirty (30) nor more than sixty (60) days prior
to the redemption date. The Escrow Agent shall also send a copy of
the Notice of Redemption substantially in the form attached hereto
as Exhibit B "First Notice" via first class mail to each registered
bondowner as soon as practicable after the deposit into the Escrow
Account of amounts sufficient to defease the Series D (Second
Series) Bonds to be called for redemption on May 1, 1996, the
Series E Bonds to be called for redemption on May 1, 1996, and the
Series G Bonds to be called for redemption on May 1, 1999.

          7.   After the application by the Trustee Escrow Agent of
sufficient  funds  from the Escrow Account to meet ail of the
requirements of Paragraphs 2(a), (b), (c), (d), (e) and (f) hereof,
including the requirements of any of the Series D (Second Series)
Bonds, the Series E Bonds and the Series G Bonds called for redemp-
tion (and/or checks for payment of interest on the Series D [Second
Series] Bonds, the Series E Bonds and the Series G Bonds and/or for
payment of the redemption price of the Series D [Second Series]
Bonds, the Series E Bonds and the Series G Bonds which have not yet.
been cashed), any surplus remaining after May 1, 1999, shall be
deposited into the Bond Fund created in Section 4.05 of the
Resolution.

          8.  The parties hereto agree that all of the foregoing
provisions are binding on each of the parties until and including
May 1, 1996, the date on which all of the funds held in the Escrow
Account have been transferred to the Trustee as hereinabove pro-
vided.

          9.   In the event of a change in Trustee pursuant to the
provisions of the Resolution, the successor Trustee shall become
the successor Trustee Escrow Agent, in which event the Trustee
Escrow Agent shall, upon receipt of written notice of the aforemen-
tioned 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 administration 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



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