Whereas, The Metropolitan Government of Nashville and Davidson County (Tennessee) (the "Metropolitan Government") has heretofore issued its General Obligation Public Improvement Bonds, Series 1996, dated June 15, 1996, in the original principal amount of $74,880,000 (the "1996 Bonds"); and

Whereas, by Resolution No. RS2004-257 adopted on April 20, 2004 (the "Original Resolution"), the Metropolitan County Council (the "Council") determined it was in the best interests of the Metropolitan Government to refund the 1996 Bonds maturing on or after May 15, 2008 (the "Refunded Bonds") not earlier than 90 days prior to the May 15, 2006 redemption date of such Refunded Bonds at a redemption price equal to 101% of the principal amount thereof plus accrued interest to the date of redemption, and authorized the issuance of not to exceed $65,000,000 General Obligation Refunding Bonds, Series 2006 (the "Bonds"); and

Whereas, prior to the adoption of the Original Resolution, the Metropolitan Government submitted a plan of refunding regarding the Refunded Bonds to the State Director of Local Finance, and he delivered to the Metropolitan Government his report thereon, as required by Section 9-21-903 of the Tennessee Code Annotated ("T.C.A."); and

Whereas, prior to the adoption of the Original Resolution, the Metropolitan Government submitted a request for a report on an interest rate hedging agreement to the State Director of Local Finance, and his report, a copy of which (along with the request for the report) was attached as Exhibit A to the Original Resolution, finding that the interest rate hedging agreement and confirmations thereunder to be entered into in connection with the refunding of the Refunded Bonds as contemplated were in compliance with the guidelines, rules or regulations adopted or promulgated by the State Funding Board, as set forth in Section 9-21-130 of the T.C.A., as required by Section 9-21-907(c) of the T.C.A.; and

Whereas, as authorized by the Original Resolution, the Metropolitan Government entered into an interest rate hedging agreement (a "Qualified Swap Agreement") with SunTrust Bank, as the counterparty (the "Counterparty"), and pursuant to the Qualified Swap Agreement, the Counterparty exercised its option for a floating to fixed interest rate swap to commence on the call date of the Refunded Bonds; and

Whereas, the Council believes it to be in the Metropolitan Government's best interest to issue general obligation bonds, to finance one or more capital projects that have been previously authorized by the Initial Resolutions (as defined herein); and

Whereas, it is now necessary to amend and supplement the Original Resolution to provide the details and terms of the Bonds to be issued initially as bonds bearing interest at a variable rate;

NOW, THEREFORE, BE IT RESOLVED BY THE METROPOLITAN COUNTY COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY (TENNESSEE), that:
Sections 1 through 7 of the Original Resolution are hereby deleted in their entirety and the following Article I through Article VII are substituted therefor.

ARTICLE I
DEFINITIONS

The following words and terms as used herein, whether or not the words have initial capitals, shall have the following meanings, unless the context or use indicates another or different meaning or intent, and such definitions shall be equally applicable to both the singular and plural forms of any of the words and terms herein defined:

"Additional Credit Facility" means any insurance policy, surety bond, letter of credit or line of credit or similar agreement satisfactory to the Metropolitan Government obtained to provide credit support for the Variable Rate Bonds in accordance with Section 5.8.

"Alternate Liquidity Facility" means for the purposes of this Resolution, an irrevocable letter of credit and related reimbursement agreement, line of credit, standby bond purchase agreement or similar agreement, as amended, supplemented or extended from time to time, providing for the purchase of all or a portion of the Variable Rate Bonds as provided in the Resolution.

"Authorized Denominations" means, (1) with respect to any Bond bearing interest at a Variable Rate or a Medium Term Rate, $100,000 or multiples of $5,000 in excess thereof and (2) with respect to any Bond bearing interest at a Fixed Rate, $5,000 or any integral multiple thereof.

"Authorized Officer of the Metropolitan Government" means the Metropolitan Mayor, the Vice Mayor, or the Director of Finance, or, in the case of any act to be performed or duty to be discharged, any other member, officer, or employee of the Metropolitan Government then authorized to perform such act or discharge such duty.

"Available Moneys" means moneys which are continuously on deposit with the Tender Agent or the Paying Agent in trust for the benefit of the owners of the Bonds in a separate and segregated account in which only Available Moneys are held and which constitute (1) proceeds of the Bonds received contemporaneously with the issuance, delivery and sale of the Bonds, (2) other moneys held in any fund created under this Resolution that have been continuously on deposit in trust with the Tender Agent or the Paying Agent for the benefit of the owners of the Bonds for a period of 123 consecutive days during and prior to which no petition in bankruptcy under the U. S. Bankruptcy Code has been filed by or against the Metropolitan Government and no similar proceedings have been instituted under state insolvency or other laws affecting creditors' rights generally, (3) funds for which the Tender Agent or Paying Agent has received a written opinion of counsel nationally recognized in bankruptcy matters and acceptable to the Tender Agent or Paying Agent to the effect that payment of such moneys to the owners of the Bonds would not constitute an avoidable preference under the U.S. Bankruptcy Code or under applicable State law if the Metropolitan Government were to become a debtor under the U.S. Bankruptcy Code or under applicable state law, (4) a drawing under the Credit Facility, Liquidity Facility, or payments otherwise made under an Alternate Credit Facility or Alternate Liquidity Facility, or (5) the investment of funds qualifying as Available Moneys under the foregoing clauses.

"Bank Bond Purchase Account" means the account by that name established pursuant to Section 4.2 hereunder.

"Bond Counsel" means any firm of nationally recognized municipal bond attorneys selected by the Metropolitan Government and experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross income for Federal income tax purposes.

"Bond Registrar" initially means Deutsche Bank National Trust Company and any successor Bond Registrar appointed by the Director of Finance to serve as Bond Registrar hereunder who shall also be the Paying Agent.

"Bonds" means the Metropolitan Government's General Obligation Refunding Bonds, Series 2006A.

"Business Day" means any day other than (a) a day on which banks located in the cities in which the principal office of any of the Bond Registrar, the Paying Agent, the Tender Agent, the Remarketing Agent, the Liquidity Purchaser or the provider of the Credit Facility is located are required or authorized by law to close, (b) a day on which the New York Stock Exchange is closed, (c) a day on which the Metropolitan Government is closed, or (d) a day on which the payment system of the Federal Reserve System is not operational. For purposes of this definition, the principal office of the Liquidity Purchaser shall be that office at which demands for payment are to be presented under the Liquidity Facility.

"Charter" means the Charter of The Metropolitan Government of Nashville and Davidson County authorized in referendum on June 28, 1962, as amended.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commercial Paper Bonds" means Bonds bearing interest at the Commercial Paper Rate.

"Commercial Paper Rate" means with respect to each Commercial Paper Bond, the interest borne by such Bond pursuant to Section 2.4(b)(i).

"Commercial Paper Period" means the Interest Period for any Commercial Paper Bond, then in effect, provided that such Interest Period may not extend beyond the 15th day preceding the Credit Expiration Date or if such 15th day is not a Business Day, the immediately preceding Business Day.

"Conversion" means the conversion of the interest rate on the Bonds from one interest rate mode to another interest rate mode in accordance with the provisions of this Resolution.

"Conversion Date" means the Interest Payment Date which is the effective date of any Conversion.

"Coverage Amount" means, as of any given date, an amount equal to the principal amount of Bonds Outstanding secured by the Credit Facility or the Liquidity Facility in question plus (1) during any Commercial Paper Period or Medium Term Rate Period, such number of days' interest on the Bonds as may be required to maintain the ratings then in effect on the Bonds, (2) during any Daily Rate Period, Weekly Rate Period or Monthly Rate Period, 45 days' interest on such Bonds, computed at a rate per annum equal to the Maximum Interest Rate or (3) such other number of days as will not adversely affect the rating then in effect on such Bonds.

"Credit Expiration Date" means the date which is five Business Days before the Credit Facility (1) is to terminate or expire, including any extension of such date, unless provision has been made in accordance with Section 2.7(d) for the delivery of an Alternate Credit Facility which does not result in the ratings then in effect on the Bonds being reduced or withdrawn; and (2) five Business Days prior to the effective date of an Alternate Credit Facility for which the Metropolitan Government has not received a Rating Confirmation Notice.

"Credit Facility" means for the purposes of this Resolution, a letter of credit, a liquidity guarantee, a municipal bond insurance policy, a surety bond, line of credit, or other similar agreement or credit enhancement satisfactory to the Metropolitan Government.

"Credit Provider Bonds" has the meaning ascribed to such term in Section 2.9(c) hereof.

"Credit Provider Rate" shall at any date of determination have meaning ascribed thereto in the Credit Facility in effect on such date.

"Daily Rate" means the interest rate determined in accordance with Section 2.4(b)(ii).

"Daily Rate Bonds" means the Bonds bearing interest at the Daily Rate.

"Daily Rate Period" means the period beginning on the date of determination of the Daily Rate and ending on the date of determination of a new Daily Rate or the next Conversion Date.

"Defeasance Obligations" means any obligations that, at the time of the purchase thereof, are permitted investments under Tennessee law for the purposes described in Article VI.

"Delivery Office" means the principal office of the Tender Agent or such other address as may be specified by the Tender Agent for receiving Bonds and the notices set forth in Section 2.7.

"Director of Finance" means the Director of Finance of the Metropolitan Government appointed pursuant to the provisions of the Charter or, in the absence of such appointment or in the event the person so appointed is unable or incapable of acting in such capacity, the person appointed by the Metropolitan Mayor to perform the duties otherwise performed by the Director of Finance, or his designee.

"Director of Law" means the Director of Law of the Metropolitan Government appointed pursuant to the provisions of the Charter or, in the absence of such appointment or in the event the person so appointed is unable or incapable of acting in such capacity, the person appointed by the Metropolitan Mayor to undertake the duties otherwise performed by the Director of Law, or his designee.

"DTC" means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, in its capacity as securities depository for a series of Bonds.

"Electronic Means" means telecopy, telegraph, telex, facsimile transmission or other similar electronic means of communication, including a telephonic communication confirmed by writing or written transmission.

"Favorable Opinion of Bond Counsel" mean, with respect to any action the occurrence of which requires such an opinion, an unqualified Opinion of Counsel, which shall be a Bond Counsel, to the effect that such action is permitted under the Act and this Resolution and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of Federal income taxation.

"Financial Advisor" means Public Financial Management, Inc.

"Fitch" means Fitch Ratings, duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns; and if such corporation shall be dissolved or liquidated or shall no longer perform the function of a municipal securities rating agency, "Fitch" shall be deemed to refer to any other recognized municipal securities rating agency designated by the Metropolitan Government.

"Fixed Rate" means the Fixed Rate established in accordance with Section 2.4(b)(iv).

"Fixed Rate Bonds" means Bonds bearing interest at a Fixed Rate.

"Fixed Rate Conversion Date" means the effective date of a Fixed Rate established in accordance with Section 2.6.

"Fixed Rate Period" means the period during which the Bonds bear interest at the Fixed Rate, which period ends on the maturity date of the Bonds.

"General Services District" means the General Services District of the Metropolitan Government as defined and specified in the Charter.

"Initial Rate" means the rate of interest borne by the Variable Rate Bonds during the Initial Interest Rate Period.

"Initial Rate Bonds" means the Bonds bearing interest at the Initial Rate.

"Initial Rate Period" means the period from and including the date of initial authentication and delivery of the Variable Rate Bonds to a date that is not more than 364 days after the date of initial authentication and delivery of the Variable Rate Bonds as shall be determined by the Director of Finance and set forth in the Initial Liquidity Facility.

"Initial Liquidity Facility" means the Liquidity Facility entered into between DEPFA BANK plc, New York Branch, the Tender Agent and the Metropolitan Government pursuant to Section 5.1 hereof in substantially the form of the document attached hereto as Exhibit D.

"Initial Resolutions" means, collectively, resolutions RS2001-827, RS2002-1177, RS2004-330 and RS2004-576, adopted by the Metropolitan Council on December 18, 2001, October 15, 2002, July 20, 2004 and November 16, 2004, respectively.

"Interest Payment Date" means (1) for all Initial Rate Bonds, Daily Rate Bonds, Weekly Rate Bonds and Monthly Rate Bonds, the fifteenth day of each calendar month and if such day is not a Business Day, then the next succeeding Business Day commencing on June 15, 2006; (2) for each Commercial Paper Bond, the Rate Adjustment Date immediately following the Commercial Paper Period for which such interest accrued; (3) for Medium Term Rate Bonds or Fixed Rate Bonds, each May 15 and November 15; (4) for Purchased Bonds, the dates established in the Liquidity Facility, (5) for Credit Provider Bonds, the dates established in the Credit Facility; and (6) the maturity date of the Bonds.

"Interest Period" means (1) with respect to each Daily Rate Bond, Weekly Rate Bond or Monthly Rate Bond, the Daily Rate Period, Weekly Rate Period or the Monthly Rate Period applicable thereto or (2) with respect to each Commercial Paper Bond, Medium Term Rate Bond or Fixed Rate Bond, that period beginning on an Interest Payment Date or a Conversion Date through and including the date preceding the next Interest Payment Date.

"Liquidity Expiration Date" means the date which is five Business Days before the Liquidity Facility (1) is to terminate or expire, including any extension of such date, unless provision has been made in accordance with Sections 2.7(d) and 2.15 for the delivery of an Alternate Liquidity Facility which does not result in the ratings then in effect on the Bonds being reduced or withdrawn; and (2) five Business Days prior to the effective date of an Alternate Liquidity Facility for which the Metropolitan Government has not received a Rating Confirmation Notice.

"Liquidity Facility" means an irrevocable letter of credit and related reimbursement agreement, line of credit, standby bond purchase agreement or similar agreement, as amended, supplemented or extended from time to time, providing for the purchase of all or a portion of the Variable Rate Bonds as provided in the Resolution.

"Liquidity Purchaser" means the provider of the Liquidity Facility then in effect.

"Maximum Interest Rate" for the purposes of this Resolution means the lesser of: (a) the maximum applicable interest rate, if any, permitted by Tennessee law or (b) fifteen percent (15%) per annum; provided, however, that in connection with Purchased Bonds and Credit Provider Bonds, "Maximum Interest Rate" shall mean the rate the Bonds bear while Purchased Bonds or Credit Provider Bonds, as set forth in the Liquidity Facility or Credit Facility, which in no event shall exceed the applicable maximum rate, if any, permitted under Tennessee law.

"Medium Term Rate Bonds" means the Bonds bearing the Medium Term Rate.

"Medium Term Rate" means the interest rate determined in accordance with Section 2.4(b)(vi).

"Medium Term Rate Period" means the period beginning on a Conversion Date after which the Bonds will bear interest at a Medium Term Rate and ending on the next succeeding Conversion Date.

"Metropolitan Clerk" means the Metropolitan Clerk of the Metropolitan Government appointed pursuant to the provisions of the Charter or his or her designee acting on his or her behalf pursuant to the Charter.

"Metropolitan Council" means the Metropolitan Council of the Metropolitan Government elected pursuant to the provisions of the Charter.

"Metropolitan Government" means The Metropolitan Government of Nashville and Davidson County (Tennessee).

"Metropolitan Mayor" means the Metropolitan Mayor elected pursuant to the provisions of the Charter or his or her designee acting on his or her behalf pursuant to the Charter.

"Metropolitan Treasurer" means The Metropolitan Treasurer of the Metropolitan Government appointed pursuant to the provisions of the Charter, or his or her designee acting on his or her behalf pursuant to the Charter.

"Monthly Rate" means the interest rate determined in accordance with Section 2.4(b)(v).

"Monthly Rate Bonds" means the Bonds bearing interest at the Monthly Rate.

"Monthly Rate Period" means (1) the period beginning on a Conversion Date and ending on the day preceding the first Business Day of the month following such Conversion Date and (2) the period beginning on the first Business Day of a calendar month and ending on the day preceding the first Business Day of the following calendar month.

"Moody's" means Moody's Investors Service, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns; and if such corporation shall be dissolved or liquidated or shall no longer perform the function of a municipal securities rating agency, "Moody's" shall be deemed to refer to any other recognized municipal securities rating agency designated by the Metropolitan Government.

"1996 Bonds" means the Metropolitan Government's outstanding General Obligation Public Improvement Bonds, Series 1996, dated June 15, 1996, maturing May 15, 2008 and thereafter.

"Outstanding" means, when used with reference to the Bonds at any date as of which the amount of outstanding Bonds is to be determined, all Bonds that have been authenticated and delivered by the Bond Registrar hereunder, except:

(i) Bonds cancelled or delivered for cancellation at or prior to such date;

(ii) Bonds for whose payment or redemption money in the necessary amount has been theretofore deposited with the Paying Agent for the Holders of such Bonds or defeased pursuant to Section 6.1 of this Resolution, provided that, if such Bonds are to be redeemed, notice of such redemption has been duly given pursuant to this Resolution or provision therefor satisfactory to the Paying Agent has been made; and

(iii) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Resolution.

"Owner", "Bondholder", "Holder" or any similar term, when used with reference to any of the Bonds, means any person or entity who is the registered owner of any of the Outstanding Bonds.

"Paying Agent" means Deutsche Bank National Trust Company and any subsequent Paying Agent appointed by the Director of Finance to serve a Paying Agent hereunder.

"Projects" shall mean one or more capital projects described in the Initial Resolutions.

"Purchased Bonds" shall mean Variable Rate Bonds purchased by the Liquidity Purchaser for so long as such Variable Rate Bonds are subject to the Purchased Bonds Rate.

"Purchased Bonds Rate" shall, at any date of determination, have the meaning ascribed thereto in the Liquidity Facility in effect on such date.

"Purchase Date" means, (1) for a Commercial Paper Bond, the Rate Adjustment Date following the current Commercial Paper Period as set forth in Section 2.7(b); (2) for Daily Rate Bonds, the Business Day as set forth in Section 2.7(a)(i); (3) for Weekly Rate Bonds, the Business Day as set forth in Section 2.7(a)(ii); (4) for Monthly Rate Bonds, the Business Day as set forth in Section 2.7(a)(iii); (5) for Medium Term Rate Bonds, the Business Day as set forth in Section 2.7(a)(iv); and (6) for all Bonds, any Business Day on which Bonds are subject to mandatory purchase pursuant to Section 2.7(c),(d) and (e).

"Purchase Price" means an amount equal to the aggregate principal amount of Bonds tendered for purchase plus, if the Purchase Date is not an Interest Payment Date, accrued interest to the Purchase Date.

"Qualified Exchange Agreement" means any interest rate swap agreement, interest rate exchange agreement or hedge, including supplements and amendments thereto which meets the requirements set forth in the "Guidelines for Interest Rate and Forward Purchase Agreements" as promulgated by the Tennessee State Funding Board on July 30, 2002, as amended.

"Qualified Swap or Swap Agreement" means any Qualified Exchange Agreement, which has been designated in writing to the Paying Agent by an Authorized Officer of the Metropolitan Government as a Qualified Swap with respect to such Variable Rate Bonds.

"Qualified Swap Provider" shall mean any counterparty, whose senior long term debt obligations, other senior unsecured long term obligations or claims paying ability, or whose payment obligations, under a Qualified Swap are guaranteed by an entity whose senior long term debt obligations, other senior unsecured long term obligations or who has provided collateral such that its claims paying ability is rated (at the time the subject Qualified Swap is entered into) at least as high as required under the "Guidelines for Interest Rate and Forward Purchase Agreements" as promulgated by the Tennessee State Funding Board on July 30, 2002, as amended.

"Rate Adjustment Date" means, with respect to Commercial Paper Bonds, the first Business Day immediately following the end of the preceding Commercial Paper Period applicable to such Bond.

"Rating Agency" means Moody's, S & P or Fitch.

"Rating Confirmation Notice" means a written notice from each Rating Agency confirming that, upon the effective date of the Alternate Liquidity Facility, the short-term ratings on the Variable Rate Bonds will not be lowered or withdrawn from the then current short-term rating as a result of action proposed to be taken.

"Record Date" means (i) with respect to the Initial Rate Period, the Daily Rate Period, the Weekly Rate Period, the Monthly Rate Period and the Commercial Paper Period, the Business Day immediately preceding the Interest Payment Date and (ii) with respect to the Medium Term Rate Period and the Fixed Interest Period, the first day of the calendar month.

"Refunded Bonds" means the 1996 Bonds maturing on and after May 15, 2008.

"Remarketing Agent" means the successful bidder for the Bonds and any successor Remarketing Agent selected pursuant to Section 4.4 hereof.

"Remarketing Agreement" means the agreement to be entered into by the Metropolitan Government and the Remarketing Agent pursuant to Section 4.3 hereof in substantially the form of the document attached hereto as Exhibit C.

"Remarketing Proceeds" means proceeds of the remarketing of Bonds tendered or deemed tendered for purchase under Section 2.7.

"Remarketing Proceeds Account" means the account by that name established pursuant to Section 4.2 hereunder and held by the Tender Agent.

"Resolution" shall mean this Resolution.

"Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax (516) 227 4039 or 4190; Midwest Securities Trust Company, Capital Structures Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax (312) 663 2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex (215) 496 5058; provided, however, in accordance with then current guidelines of the Securities and Exchange Commission, Securities Depositories shall mean such other securities depositories as the Metropolitan Government may designate in writing to the Bond Registrar, Paying Agent and Tender Agent.

"Standard and Poor's" or "S & P" means Standard & Poor's Ratings Service, Inc., duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns; and if such corporation shall be dissolved or liquidated or shall no longer perform the function of a municipal securities rating agency, "Standard and Poor's" shall be deemed to refer to any other recognized municipal securities rating agency designated by the Metropolitan Government.

"Tender Agency Agreement" means the agreement to be entered into by the Metropolitan Government with the Tender Agent pursuant to Section 4.1 in substantially the form of the document attached hereto as Exhibit B.

"Tender Agent" means Deutsche Bank National Trust Company and any successor or successors thereto as shall be appointed pursuant to Section 4.1 of this Resolution.

"Urban Services District" means the Urban Services District of the Metropolitan Government as defined and specified in the Charter.

"Variable Rate Bonds" means the Initial Rate Bonds, the Commercial Paper Bonds, the Daily Rate Bonds, the Weekly Rate Bonds and the Monthly Rate Bonds.

"Variable Rate Period" means the period during which the Bonds bear interest at the Variable Rate.

"Variable Rate" means the Initial Rate Period, the Commercial Paper Rate, the Daily Rate, the Weekly Rate and the Monthly Rate.

"Vice Mayor" means the Vice Mayor elected pursuant to the provisions of the Charter or his or her designee acting on his or her behalf pursuant to the Charter.

"Weekly Rate" means the interest rate determined in accordance with Section 2.4(b)(iii).

"Weekly Rate Bonds" means the Bonds bearing interest at the Weekly Rate.

"Weekly Rate Period" means the period beginning on, and including any Thursday (or, if not a Business Day, on the next succeeding Business Day) and ending on, and including the then next Wednesday (or the day immediately preceding the first day of the next Weekly Rate Period for Weekly Rate Bonds), except that (1) the first "Weekly Rate Period" for the Bonds means the period beginning on the date following the end of the Initial Rate Period and ending on the next succeeding Wednesday or the day immediately preceding the first day of the next Weekly Rate Period and (2) in the event of Conversion to Weekly Rate Bonds, the first "Weekly Rate Period" means the period beginning on the Conversion Date and ending on the next succeeding Wednesday (or the day immediately preceding the first day of the next Weekly Rate Period for Weekly Rate Bonds).

ARTICLE II
AUTHORIZATION; PLEDGE AND LEVY

Section 2.1. Authorization, Purpose and Findings of the Governing Body. There are hereby authorized to be issued and sold not exceeding $65,000,000 in principal amount of bonds to be designated as "General Obligation Refunding Bonds, Series 2006A" for the purpose of currently refunding the Refunded Bonds and financing the Projects. The refunding of the Refunded Bonds and the Qualified Swap Agreement entered into with the Counterparty resulted in cost savings to the Metropolitan Government.

Section 2.2. Pledge and Levy. The Bonds, including the principal thereof and the premium, if any, and interest thereon, shall be payable from ad valorem taxes to be levied for such purpose on all taxable property in the General Services District without limit as to time, rate, or amount. Said Bonds shall be direct general obligations of the Metropolitan Government, and the full faith and credit of the Metropolitan Government, together with the taxing power of the Metropolitan Government as to all taxable property in the General Services District, are hereby irrevocably pledged. The principal of and the premium, if any, and interest on, said Bonds may be paid from the debt service fund of the General Services District for debt service attributable to projects in the General Services District financed or refinanced by the Bonds, from the debt service fund of the Urban Services District for debt service attributable to projects in the Urban Services District financed or refinanced by the Bonds, and from the school debt service fund for debt service attributable to school projects financed or refinanced by the Bonds.

For the purpose of providing for the payment of the principal of, and the premium, if any, and interest on, the Bonds, there shall be levied in each year in which such Bonds shall be outstanding a direct tax on all taxable property in the General Services District and Urban Services District, fully sufficient to pay all such principal, premium, if any, and interest falling due prior to the time of collection of the next succeeding tax levy; provided, however, taxes so levied in the General Services District shall be levied in an amount sufficient to pay that portion of such principal, premium and interest attributable to school projects and projects in the General Services District financed or refinanced by the Bonds; and the taxes so levied in the Urban Services District shall be levied in an amount sufficient to pay that portion of such principal, premium and interest attributable to projects in the Urban Services District financed or refinanced by the Bonds; provided, further, however, that the Metropolitan Government shall be unconditionally and irrevocably obligated to levy and collect ad valorem taxes without limit as to rate or amount on all taxable property in the General Services District to the full extent necessary to pay all principal, premium and interest on the Bonds, and the full faith and credit of Metropolitan Government shall be pledged to the payment thereof. Said tax shall be assessed, collected, and paid at the time, and in the same manner, as the other taxes of the Metropolitan Government, shall be in addition to all other taxes, and shall be without limitation as to time, rate, or amount. Principal, premium, if any, and interest, on any of the Bonds, falling due at any time when there shall be insufficient funds on hand from such tax levy for the payment thereof shall be paid from current funds of the Metropolitan Government, but reimbursement therefor may be made from the taxes herein provided when the same shall have been collected.

Section 2.3. Details of Bonds; Sale, Payment and Disposition of Proceeds.

(a) Details of Bonds. Subject to the adjustments permitted in Section 2.3 hereof, the Bonds shall mature, either serially or through mandatory redemption, on May 15 in the years 2007 through 2026, and shall bear interest at such rate or rates, which may vary from time to time, not exceeding the Maximum Interest Rate. The Bonds will be issued in a single initial series, will initially be dated their date of initial authentication and delivery, and Bonds executed in exchange for or on the registration or transfer of Bonds will be dated as of the Interest Payment Date preceding the day of authentication thereof, unless the date of such authentication is an Interest Payment Date to which interest on the Bonds has been paid in full or duly provided for in accordance with the terms of this Resolution, in which case they will be dated as of such Interest Payment Date; except that if, as shown by the records of the Paying Agent, interest on the Bonds is in default, Bonds executed and delivered in exchange for or upon registration of transfer of Bonds will be dated as of the date to which interest on the Bonds has been paid in full. If no interest has been paid on the Bonds, Bonds executed and delivered in exchange for or on the registration of transfer of Bonds will be dated the date of initial authentication and delivery thereof.

Principal of and premium, if any, on the Bonds will be payable at the principal office of the Paying Agent. Payment of the principal of and premium, if any, on the Bonds will be made on the presentation and surrender of such Bonds as the same will become due and payable. Payment of the interest on each Bond will be made by the Paying Agent on each Interest Payment Date to the person appearing as the Owner thereof as of the close of business on the Record Date preceding the Interest Payment Date, by check mailed to such Owner at his address as it appears on the registration books maintained by the Bond Registrar or at such other address as is furnished in writing by such Owner to the Bond Registrar.

Notwithstanding anything provided above, (1) payment of interest on the Bonds may (except as otherwise provided for Purchased Bonds), at the option of any Owner of Bonds in an aggregate principal amount of at least $1,000,000, be transmitted by wire transfer to such Owner, on written request therefor delivered to the Bond Registrar, to the bank account number on file with the Bond Registrar as of the relevant Record Date, (2) principal or redemption price of and interest on each Commercial Paper Bond will be payable (by check mailed or, if presented and surrendered by 12:30 p.m. New York City time, by wire transfer) on presentation and surrender of such Bond on or after the due dates for such payments at the principal office of the Paying Agent, and (3) all payments of principal or redemption price of and interest on Purchased Bonds will be by wire transfer in immediately available funds as provided in the Liquidity Facility.

For Commercial Paper Bonds, the Tender Agent, the Paying Agent and the Bond Registrar may rely on information provided to it by the Remarketing Agent as to the Owner, principal amount, current interest rate and next scheduled Purchase Date of such Bonds.

(b) Sale of Bonds. The Bonds shall be sold at competitive sale at a price of not less than ninety-nine percent (99%) of par (inclusive of any original issue discount on the Bonds), plus accrued interest. To facilitate the sale of the Bonds in a manner that is in the best interest of the Metropolitan Government, the Director of Finance, in consultation with the Financial Advisor, is authorized to establish the aggregate principal amount of the Bonds to be sold and the term of the Initial Rate Period, to change the dated date of the Bonds to a date other than the Closing Date, to change the designation of the Bonds to a designation other than "General Obligation Refunding Bonds, Series 2006A", to alter the maturity dates for the Bonds (provided the final maturity date is not later than May 15, 2026), to adjust the principal and interest payment dates, and to sell all or a portion of the Bonds as term bonds with mandatory redemption requirements. The Bonds shall be sold at public sale by physical delivery of bids, by facsimile, by internet bidding service, or by email as shall be determined by the Director of Finance. The Bonds shall be awarded by the Metropolitan Mayor to the bidder whose bid as purchaser and as Remarketing Agent for the Bonds results in the lowest true interest cost as such term is defined in the notice of sale for the Bonds, also taking into account all factors necessary to determine the estimated lowest overall cost to the Metropolitan Government as to interest and fees on a consistent basis and the proven ability of the bidder to remarket the Bonds. The Metropolitan Mayor, the Director of Finance and the Metropolitan Clerk, or any of them, are authorized to cause the Bonds to be authenticated and delivered by the Bond Registrar to the successful bidder and to execute, publish, and deliver all certificates and documents, including an official statement and closing certificates, as they shall deem necessary in connection with the sale and delivery of the Bonds. The Mayor, as he shall deem to be advantageous to the Metropolitan Government in consultation with the Director of Finance and the Financial Advisor, is authorized to sell the Bonds (1) simultaneously with any other bonds or notes authorized by resolution or resolutions of the Metropolitan Council; (2) as a single issue of bonds with any other bonds with substantially similar terms authorized by resolution of the Metropolitan Council; and/or (3) in one or more emissions or series. The form of Bond set forth in Exhibit A shall be conformed to reflect the changes, if any, described above.

The Director of Finance shall cause, if advantageous to the Metropolitan Government, all or a portion of the Bonds to be insured by a bond insurance policy issued by a nationally recognized bond insurance company, and, in connection therewith, the Metropolitan Mayor, the Director of Finance, and the Metropolitan Clerk, or any of them, are hereby authorized to execute such certificates and agreements as may be required by any bond insurer, provided that such agreements are not inconsistent with the terms of this Bond Resolution.

(c) Preliminary Official Statement and Official Statement. The Metropolitan Mayor and Director of Finance, working with the Financial Advisor, are hereby authorized and directed to provide for the preparation and distribution, which may include electronic distribution, of a Preliminary Official Statement describing the Bonds in substantially the form of the Preliminary Official Statement attached hereto as Exhibit D and by this reference made a part hereof (the "Preliminary Official Statement"), with such completions, omissions, insertions and changes as shall be necessary to cause the Preliminary Official Statement to accurately describe the Bonds and the financial condition of the Metropolitan Government. After the Bonds have been sold, the Metropolitan Mayor and Director of Finance shall make such completions, omissions, insertions and changes in the Preliminary Official Statement not inconsistent with the Resolution as are necessary or desirable to complete it as a final Official Statement for the Bonds for purposes of Rule 15c2-12(e)(3) of the Securities and Exchange Commission. The Metropolitan Mayor and Director of Finance shall arrange for the delivery to the successful bidder on the Bonds of a reasonable number of copies of the Official Statement within seven business days after the Bonds have been sold for delivery by such bidder to each potential investor requesting a copy of the Official Statement.

The Metropolitan Mayor and Director of Finance are authorized, on behalf of the Metropolitan Government, to deem the Preliminary Official Statement and the Official Statement in final form, each to be final as of its date within the meaning of Rule 15c2-12(b)(1), except for the omission in the Preliminary Official Statement of certain pricing and other information allowed to be omitted pursuant to such Rule 15c2-12(b)(1). The distribution of the Preliminary Official Statement and the Official Statement in final form shall be conclusive evidence that each has been deemed in final form as of its date by the Metropolitan Government except for the omission in the Preliminary Official Statement of such pricing and other information.

(d) Disposition of Bond Proceeds. The proceeds of the sale of the Bonds shall be disbursed as follows:

(i) An amount representing accrued interest, if any, on the Bonds from the dated date to the closing date shall be deposited to the appropriate fund of the Metropolitan Government to be used to pay interest on the Bonds on the first interest payment date following delivery of the Bonds.

(ii) An amount that will be sufficient to retire the Refunded Bonds shall be deposited with the Paying Agent for the Refunded Bonds, and held uninvested by the Paying Agent until the earliest redemption date for the Refunded Bonds. Any amounts remaining with the Paying Agent after the payment of the redemption price of the Refunded Bonds shall be transferred to the appropriate fund of the Metropolitan Government to be used to pay interest on the Bonds on the first interest payment date following delivery of the Bonds.

(iii) An amount designated by the Director of Finance shall be placed in a special fund of the Metropolitan Government (the "2006A Public Finance Construction Fund") to be kept separate and apart from all other funds of the Metropolitan Government, which fund may bear such designation as the Director of Finance shall determine. The 2006A Public Improvement Construction Fund shall be disbursed solely to pay the costs of the Projects, including all legal, fiscal, architectural, administrative and engineering costs incident thereto and reimbursing the Metropolitan Government for funds previously expended for the Projects. Any funds remaining in the 2006A Public Improvement Construction Fund after completion of the Projects and payment of authorized expenses shall be paid to the appropriate fund of the Metropolitan Government to be used to pay interest on the Bonds. Moneys in the 2006A Public Improvement Construction Fund shall be invested as directed by the Metropolitan Treasurer in such investments as shall be permitted by applicable law and, until completion of the Projects, the earnings thereon shall be retained in the 2006A Public Improvement Construction Fund.

(iv) The remaining proceeds of the sale of the Bonds shall be used to pay the costs of issuance and sale of the Bonds including necessary legal, accounting and fiscal expenses, printing, engraving, advertising and similar expenses, administrative and clerical costs, rating agency fees, Bond Registrar fees, and other necessary miscellaneous expenses incurred in connection with the issuance and sale of the Bonds. Any funds remaining after payment of said expenses shall be used to pay interest on the Bonds on the first interest payment date following delivery of the Bonds.

(e) Redemption of the Refunded Bonds. The Director of Finance and Metropolitan Treasurer, or either of them, are hereby authorized and directed to take all steps necessary to redeem the Refunded Bonds on May 15, 2006, including the giving of and publication of any redemption notice as required by the resolution authorizing the issuance of the Refunded Bonds. Any such actions previously taken are hereby ratified and affirmed.

Prior to the issuance of the Bonds, notices of the Metropolitan Government's intention to refund the Refunded Bonds, to the extent required by applicable law, shall be given by the registration agent for the Refunded Bonds to be mailed by first-class mail, postage prepaid, to the respective registered holders thereof, as of the date of the notice, as shown on the bond registration records maintained by such registration agent of said Refunded Bonds. The Director of Finance and the Metropolitan Treasurer, or either of them, is hereby authorized and directed to give such notices or to authorize the registration agent of said Refunded Bonds to give such notices on behalf of the Metropolitan Government in accordance with this Section.

Section 2.4. Interest Rate and Interest Payment Provisions.
(a) General. Each Bond will evidence the right to receive interest, at a Variable Rate or a Medium Term Rate, determined from time to time, or at a Fixed Rate, from and including the date of such Bond until payment of the principal or redemption price thereof has been made or provided for in accordance with the provisions hereof, whether at maturity, on redemption or otherwise. Interest for each Interest Period will be paid on the next succeeding Interest Payment Date and, while the Bonds pay interest at a Variable Rate, will be computed on the basis of a year of 365 or 366 days, as appropriate, for the actual number of days elapsed, while the Bonds pay interest at the Medium Term Rate or the Fixed Rate, computed on the basis of a year of 360 days and twelve 30-day months, provided that while any Bonds pay interest at the Credit Provider Rate, interest on such Bonds will be payable on the dates and in the amounts calculated by the Credit Provider on the basis provided in the Credit Facility as provided to the Paying Agent and the Tender Agent in writing, and, provided, further, that while Bonds bear interest at the Purchased Bonds Rate, interest on such Bonds will be payable on the dates and in the amounts provided in the Liquidity Facility as calculated by the Liquidity Provider on the basis provided in the Liquidity Facility as provided to the Paying Agent and the Tender Agent in writing. Interest attributable to any Bond may not accrue at a rate greater than the Maximum Interest Rate. The Tender Agent will calculate the amount of interest to be paid on each Interest Payment Date and will confirm the amount in writing with the Paying Agent.

(b) Certain Interest Rates. The Bonds will initially bear interest at the rate bid by the successful bidder for the Initial Rate Period and thereafter at the Weekly Rate for the Weekly Rate Period until Conversion, if any. Interest rates will be determined as follows for Commercial Paper Bonds, Daily Rate Bonds, Weekly Rate Bonds, Monthly Rate Bonds, Medium Term Rate Bond and Fixed Rate Bonds.

(i)(A) For each Commercial Paper Bond, the interest rate will be that annualized rate established by the Remarketing Agent on or before 12:30 p.m., New York City time, on the first day of the related Commercial Paper Period which, from among various interest rates established from time to time by the Remarketing Agent, is the interest rate necessary, in the best professional judgment of the Remarketing Agent, taking into account prevailing market conditions, to enable such Commercial Paper Bond to be sold in a secondary market transaction on the first day of such Commercial Paper Period at a price equal to par plus accrued interest, if any.

(B) For each Commercial Paper Bond, each Purchase Date and the related Commercial Paper Period will be established by the Remarketing Agent on or prior to the first day of each Commercial Paper Period for such Bond as being the Purchase Date and Commercial Paper Period permitted hereunder which, in the best professional judgment of the Remarketing Agent, taking into account prevailing market conditions, will ultimately produce the lowest overall net interest cost to the Metropolitan Government for the Bonds until their maturity; provided that Commercial Paper Period must be from 1 to 270 days in length and may not extend beyond a Conversion Date or any date set for redemption, and the first day next succeeding each Commercial Paper Period must be a Business Day.

(C) Notwithstanding subparagraph (B) above, (1) if a Credit Facility or Liquidity Facility is in effect and if no Alternate Credit Facility or Alternate Liquidity Facility has been delivered under Section 2.15, then no new Commercial Paper Period will be established for any Bond unless the Interest Payment Date for such Commercial Paper Period occurs before the Credit Expiration Date and the aggregate principal amount of the Commercial Paper Bonds Outstanding may not exceed the principal portion of the Coverage Amount, and (2) if the Metropolitan Government has previously determined to convert the interest rate mode for the Bonds from the Commercial Paper Rate, no new Commercial Paper Period for any such Bond to be converted will be established unless the last day of such Commercial Paper Period occurs before the Conversion Date.

(ii) For Daily Rate Bonds, the interest rate for any Daily Rate Period will be the rate established by the Remarketing Agent by 11:00 a.m. New York City time on each Business Day which is equal to the minimum rate of interest necessary, in the best professional judgment of the Remarketing Agent taking into account prevailing market conditions, to enable the Remarketing Agent to remarket all of the Bonds in the secondary market on the date such rate is set at a price equal to the principal amount thereof, plus accrued interest, if any. The Daily Rate shall be effective on the day of its determination to, but not including, (a) the date of determination of a new Daily Rate or (b) the next Conversion Date. The Remarketing Agent shall determine a preliminary Daily Rate for each Business Day by no later than 10:00 a.m. New York City time on such day. The preliminary Daily Rate shall be the minimum interest rate for such day. If a day is not a Business Day, then the Daily Rate shall be the Daily Rate determined for the immediately preceding Business Day.

(iii) For Weekly Rate Bonds, the interest rate for any Weekly Rate Period will be the rate established by the Remarketing Agent on the first day of such Weekly Rate Period which is the minimum rate of interest necessary, in the best professional judgment of the Remarketing Agent taking into account prevailing market conditions, to enable the Remarketing Agent to remarket all of the Bonds in the secondary market on the date such rate is set at a price equal to the principal amount thereof, plus accrued interest, if any.

(iv) For Fixed Rate Bonds, the interest rate will be an annual rate established by the Remarketing Agent on or before the Fixed Rate Conversion Date which is the minimum fixed interest rate necessary, in the best professional judgment of the Remarketing Agent, taking into account prevailing market conditions, to enable the Remarketing Agent to sell all of the Bonds in the secondary market at a price equal to the principal amount thereof, plus a premium, not to exceed 3% of the principal amount thereof, to reimburse the Remarketing Agent for its fees, costs and expenses, if the Metropolitan Government delivers to the Tender Agent an opinion of Bond Counsel to the effect that pricing to obtain such a premium will not adversely affect the exclusion of interest on any of the Bonds from gross income for federal income purposes.

(v) For Monthly Rate Bonds, the interest rate for any Monthly Rate Period will be the rate established by the Remarketing Agent on the first Business Day of such Monthly Rate Period, which is the minimum rate of interest necessary, in the best professional judgment of the Remarketing Agent taking into account prevailing market conditions, to enable the Remarketing Agent to remarket all of the Bonds in the secondary market on the date such rate is set at a price equal to the principal amount thereof, plus accrued interest, if any.

(vi) For Medium Term Rate Bonds, the interest rate for any Medium Term Rate Period will be the rate established by the Remarketing Agent on the first Business Day of such Medium Term Rate Period, which is the minimum rate of interest necessary, in the best professional judgment of the Remarketing Agent taking into account prevailing market conditions, to enable the Remarketing Agent to remarket all of the Bonds in the secondary market on the date such rate is set at a price equal to the principal amount thereof, plus accrued interest, if any, plus a premium, not to exceed 3% of the principal amount thereof, to reimburse the Remarketing Agent for its fees, costs and expenses, if the Metropolitan Government delivers to the Tender Agent an opinion of Bond Counsel to the effect that pricing to obtain such a premium will not adversely affect the exclusion of interest on any of the Bonds from gross income for federal income purposes. For each Medium Term Rate Bond, each Purchase Date and the related Medium Term Rate Period will be established by the Remarketing Agent on or before the first day of each Medium Term Rate Period for such Bond as being the Purchase Date and Medium Term Rate Period permitted hereunder which, in the best professional judgment of the Remarketing Agent, taking into account prevailing market conditions, will enable the Remarketing Agent to remarket all of the Bonds in the secondary market on the date such rate is set; provided that Medium Term Rate Period may not extend beyond a Conversion Date.

(vii) Credit Provider Bonds will bear interest at the Credit Provider Rate. The Credit Provider will calculate the Credit Provider Rate in accordance with the Credit Facility and notify the Tender Agent and the Paying Agent of the Credit Provider Rate. Purchased Bonds will bear interest at the Purchased Bonds Rate. The Liquidity Provider will calculate the Purchased Bonds Rate in accordance with the Liquidity Facility and notify the Tender Agent and the Paying Agent of the Purchased Bonds Rate.

(c) Notification of Interest Rate. The Remarketing Agent will promptly advise in writing the Tender Agent, the Paying Agent and the Metropolitan Government of all interest rates determined by it under Section 2.4(b)(i)(A), (ii), (iii), (iv), (v) and (vi) and, for Medium Term Rate Bonds and Commercial Paper Bonds, all Interest Periods, principal amounts, Owners and Purchase Dates. Any determination of an interest rate and, in the case of Commercial Paper Bonds, determination of each Purchase Date, the next Rate Adjustment Date and the related Commercial Paper Period is conclusive and binding on the Metropolitan Government, the Tender Agent, the Paying Agent, the Remarketing Agent, the Credit Provider, the Liquidity Purchaser and the Owners.

Section 2.5. Failure to Compute Interest Rates; Ineffective Interest Rates. If the Remarketing Agent no longer determines, or fails to determine, when required, an interest rate pursuant to Section 2.4(b)(i)(A), (ii), (iii), (iv), (v) or (vi), or if for any reason such manner of determination is held to be invalid or unenforceable by a court of law, the interest rates for the next Interest Period will be determined by the Tender Agent as follows:

(a) For Commercial Paper Bonds, if the Remarketing Agent does not determine an interest rate pursuant to Section 2.4(b)(i)(A) for one or more Commercial Paper Periods, the interest rate will be that interest rate borne by such Bonds during the preceding Commercial Paper Period.

(b) For Daily Rate Bonds, if the Remarketing Agent does not determine an interest rate pursuant to Section 2.4(b)(ii) for one or more Daily Rate Periods, the interest rate will be that interest rate borne by such Bonds during the preceding Daily Rate Period.

(c) For Weekly Rate Bonds, if the Remarketing Agent does not determine an interest rate pursuant to Section 2.4(b)(iii) for one or more Weekly Rate Periods, the interest rate will be that interest rate borne by such Bonds during the preceding Weekly Rate Period.

(d) If the Remarketing Agent no longer establishes or fails to establish when required, a Commercial Paper Period for a Commercial Paper Bond pursuant to Section 2.4(b)(i)(B), such Commercial Paper Period and all succeeding Commercial Paper Periods for such Bond will be that Commercial Paper Period which results in each succeeding Purchase Date for such Bond being the next Business Day until such time as the Remarketing Agent again establishes a Commercial Paper Period for such Bond.

(e) For Monthly Rate Bonds, if the Remarketing Agent does not determine an interest rate pursuant to Section 2.4(b)(v) for one or more Monthly Rate Periods, the interest rate will be that interest rate borne by such Bonds during the preceding Monthly Rate Period.

(f) For Medium Term Rate Bonds, if the Remarketing Agent does not determine an interest rate or Medium Rate Term Period, pursuant to Section 2.4(b)(vi) for one or more subsequent Medium Term Rate Periods, the interest rate and the duration of such Medium Term Rate Period will be that interest rate borne by such Bonds during the preceding Medium Term Rate Period.

Section 2.6. Conversion of Interest Rate.
(a) The interest rate on the Bonds is subject to Conversion to another interest rate mode, except from a Fixed Rate to another interest rate mode, in whole and not in part, at the option of the Metropolitan Government, by mailing a notice thereof to the Paying Agent and the Tender Agent, the Credit Provider, Liquidity Provider, the Paying Agent and the Remarketing Agent at least 30 days before the Conversion Date and, if the Conversion is from the Commercial Paper Rate to another mode, subject to the limitations set forth at the end of this subsection (a), accompanied by a preliminary opinion of Bond Counsel stating that such Conversion is authorized and in accordance with this Resolution and will not adversely affect the exclusion of the interest on any of the Bonds from the gross income of the recipient thereof for federal income tax purposes. On the Conversion Date, as a necessary condition to such Conversion, the Metropolitan Government must deliver to the Tender Agent an opinion of Bond Counsel dated the Conversion Date confirming the preliminary opinion as of such Conversion Date. A Conversion may occur only (1) when the Conversion Date is a date on which the Bonds are subject to optional redemption under Section 3.2(a) or (b), (2) if the Conversion Date would otherwise be an Interest Payment Date or if not, then it is a Business Day, (3) except for conversion to a Fixed Rate, if the Credit Facility or Liquidity Facility, as applicable, is in the applicable Coverage Amount and (4) for a Conversion to the Commercial Paper Rate or the Medium Term Rate, if the Paying Agent and the Tender Agent have received written confirmation from each Rating Agency that the ratings then in effect on the Bonds will not be reduced or withdrawn as a result of such Conversion. If the Bonds are Commercial Paper Bonds to be converted to another mode, the Conversion may not occur during a Commercial Paper Period for any Bond, but only on a day immediately following the end of the longest Commercial Paper Period in effect when the notice of Conversion is given and for purposes of Conversion, the Remarketing Agent shall determine the duration of the Commercial Paper Periods ending before the Conversion Date.

(b) If the conditions to a Conversion referred to in subsection (a) of this Section are not satisfied on the Conversion Date, the proposed Conversion will not take place and interest on the Bonds will remain in the same interest rate mode.

(c)(i) The Tender Agent will give notice by Mail to the Owners not less than 25 days before the Conversion Date. Such notice will state (A) that such Bonds are being converted, as set forth in the notice from the Metropolitan Government; (B) the Conversion Date; (C) the date and intended method by which the interest rate will be determined and the procedure, which may include the furnishing of a telephone number which Owners can call, for informing such Owners whether the conditions for Conversion have been met and, if so, the applicable interest rate, and if not, that a Conversion to such interest rate mode will not be effective; (D) the intended Interest Payment Dates and the Purchase Dates, if any, after the Conversion Date; (E) that, for a Conversion to Fixed Rate Bonds, the Bonds will no longer be subject to purchase on demand by the Owner thereof; (F) if applicable, that the Credit Facility or Liquidity Facility will no longer be in effect after the Conversion Date; (G) that every Bond (with an appropriate transfer of registration executed in blank in form satisfactory to the Tender Agent) must be delivered to the Tender Agent (at its designated office) not later than the Conversion Date or the next Business Day if the Conversion Date is not a Business Day and, in the absence of such delivery, will be deemed to have been delivered and purchased; (H) the ratings to be in effect on the Conversion Date; (I) the Purchase Price; (J) that no interest will accrue to the benefit of such Owners after the Purchase Date; (K) that every Outstanding Bond will be purchased by the Tender Agent on the Purchase Date; and (L) that the Owners will not have the right to retain any Bonds after such Conversion Date.

(ii) A copy of the notice of Conversion given to Owners by the Tender Agent will be given by Mail to the Metropolitan Government and each Rating Agency then rating the Bonds.

(d) At the end of the Initial Rate Period, the Bonds are subject to mandatory tender for purchase pursuant to Section 2.7(f) hereof and shall thereafter be in the Weekly Rate Period until Conversion, if any, to another rate period. Other than as a result of a mandatory tender for purchase pursuant to Section 2.07(d), (e) or (f), notwithstanding anything herein to the contrary, no Initial Rate Bond is subject to Conversion during the Initial Rate Period.

Section 2.7. Optional Demand Purchase; Mandatory Purchase.
(a) Optional Demand Purchase for Daily Rate Bonds, Weekly Rate Bonds, Monthly Rate Bonds and Medium Term Rate Bonds.

(i) Any Daily Rate Bond will be purchased, on the demand of the Owner thereof, on any Business Day designated by the Owner thereof (a "Purchase Date"). Any such purchase will be at the Purchase Price. To effect such purchase, the notice must be in writing and be delivered to the Tender Agent (at its designated office) not later than 10:00 a.m., New York City Time, on the Purchase Date and shall (A) state the number and principal amount (or portion thereof in an Authorized Denomination) of such Daily Rate Bond to be purchased, (B) state the Purchase Date on which such Daily Rate Bond will be purchased pursuant to this subsection, and (C) irrevocably request such purchase.

(ii) Any Weekly Rate Bond will be purchased, on the demand of the Owner thereof, on any Business Day designated by the Owner thereof (a "Purchase Date") which is not less than seven days after the date notice of such demand is delivered in writing to the Tender Agent. Any such purchase will be at the Purchase Price. To effect such purchase, the notice must be in writing and be delivered to the Tender Agent (at its designated office) not later than the seventh day before the Purchase Date and shall (A) state the number and principal amount (or portion thereof in an Authorized Denomination) of such Weekly Rate Bond to be purchased, (B) state the Purchase Date on which such Weekly Rate Bond will be purchased pursuant to this subsection, and (C) irrevocably request such purchase.

(iii) Any Monthly Rate Bond will be purchased, on the demand of the Owner thereof, on any Business Day designated by the Owner thereof (a "Purchase Date") which is not less than seven days after the date of such demand is delivered in writing to the Tender Agent. Any such purchase will be at the Purchase Price. To effect such purchase, the notice must be in writing and be delivered to the Tender Agent (at its designated office) not later than the seventh day before the Purchase Date and shall (A) state the number and principal amount (or portion thereof in an Authorized Denomination) of such Monthly Rate Bond to be purchased, (B) state the Purchase Date on which such Monthly Rate Bond will be purchased pursuant to this subsection, and (C) irrevocably request such purchase.

(iv) Any Medium Term Rate Bond will be purchased, on the demand of the Owner thereof, on the last Interest Payment Date in the Medium Term Rate Period therefor (a "Purchase Date") which demand shall not be less than 14 days prior to such Purchase Date. Any such purchase will be at the Purchase Price. To effect such purchase, the notice must be in writing and be delivered to the Tender Agent (at its designated office) not later than the 14th day before the Purchase Date and shall (A) state the number and principal amount (or portion thereof in an Authorized Denomination) of such Medium Term Rate Bond to be purchased, (B) state the Purchase Date on which such Medium Term Rate Bond will be purchased pursuant to this subsection, and (C) irrevocably request such purchase. The Remarketing Agent will give notice by Mail to Owners not more than 45 days nor less than 35 days before a Purchase Date for Medium Term Rate Bonds, which notice shall state (A) what the next Purchase Date is, (B) where and when the proposed rate after the next Purchase Date may be obtained and (C) that the Medium Term Rate Bonds are subject to tender of the Owner thereof as set forth in the preceding sentence.

(v) The Tender Agent will promptly provide the Remarketing Agent and the Paying Agent with telephonic notice of the receipt of the notice referred to in the preceding paragraphs, confirmed in writing or by facsimile.

(vi) Any Daily Rate Bond, Weekly Rate Bond, Monthly Rate Bond or Medium Term Rate Bond with regard to which demand is made as set forth in this subsection will be deemed to have been tendered for purchase on any Purchase Date with respect thereto. Delivery of such Daily Rate Bond, Weekly Rate Bond, Monthly Rate Bond or Medium Term Rate Bond (with an appropriate transfer of registration executed in blank in form satisfactory to the Tender Agent) at the designated office of the Tender Agent at or prior to 10:00 a.m. (New York City Time) on the Purchase Date will be required for payment in same-day funds of the Purchase Price due on such Purchase Date. No Owner will be entitled to payment of the Purchase Price due on such Purchase Date except on surrender of such Daily Rate Bonds, Weekly Rate Bonds, Monthly Rate Bonds or Medium Term Rate Bonds as set forth herein.

(vii) Notwithstanding anything herein to the contrary, no Initial Rate Bonds are subject to purchase on demand of the Owner thereof.

(b) Mandatory Purchase of Commercial Paper Bonds. Each Commercial Paper Bond will be purchased, or deemed purchased, on the Rate Adjustment Date following the then current Commercial Paper Period relating to such Commercial Paper Bond (a "Purchase Date") at the Purchase Price.

All Commercial Paper Bonds will be deemed to have been tendered for purchase on each Rate Adjustment Date with respect thereto. Delivery of such Commercial Paper Bond (with an appropriate transfer of registration executed in blank in form satisfactory to the Tender Agent) at the designated office of the Tender Agent at or prior to 10:00 a.m., New York City Time, on the Rate Adjustment Date will be required for payment in same-day funds of the Purchase Price due on such Rate Adjustment Date. No Owner will be entitled to payment of the Purchase Price due on such Rate Adjustment Date except on surrender of such Commercial Paper Bonds as set forth herein. If, however, an Owner of Commercial Paper Bonds purchases such Bonds for successive Commercial Paper Periods, the Owner, on presentation of the Bonds as described herein, will receive interest and a new Commercial Paper Bond or Bonds for the next Commercial Paper Period with no exchange of cash in payment of the principal thereof except to the extent the principal amount purchased differs from the amount surrendered.

(c) Mandatory Purchase on Conversion Dates. On any Conversion Date with respect to any Bonds, whether or not a Conversion occurs (or in each case the next Business Day, if not a Business Day) (a "Purchase Date"), such Bonds must be delivered to the Tender Agent for purchase (with all necessary endorsements) at the Purchase Price.

All Bonds will be deemed to have been tendered for purchase on any Purchase Date with respect thereto. Delivery of such Bonds (with an appropriate transfer of registration executed in blank and in form satisfactory to the Tender Agent) at the designated office of the Tender Agent at or before 10:00 a.m., New York City Time, on the Purchase Date will be required for payment in same-day funds of the Purchase Price due on such Purchase Date. No Owner will be entitled to payment of the Purchase Price due on such Purchase Date except upon surrender of such Bonds as set forth herein.

(d) Mandatory Purchase on Credit Expiration Date and Liquidity Expiration Date. The Bonds will be subject to mandatory tender to the Tender Agent for purchase at the Purchase Price on the Credit Expiration Date if the Tender Agent has not received evidence satisfactory to it by the 25th day preceding the Credit Expiration Date of either an extension of the then existing Credit Facility or the issuance of an Alternate Credit Facility meeting the requirements of this Resolution. The Tender Agent will give notice 20 days prior to the Credit Expiration Date to all Owners that the Bonds will be subject to mandatory tender to the Tender Agent for purchase at the Purchase Price on the date set forth in said notice. The Bonds will thereafter be subject to mandatory tender for purchase at the Purchase Price on the date set forth in the notice (a "Purchase Date").

The Bonds will be subject to mandatory tender to the Tender Agent for purchase at the Purchase Price on the Liquidity Expiration Date if the Tender Agent has not received evidence satisfactory to it by the 25th day preceding the Liquidity Expiration Date of either an extension of the then existing Liquidity Facility or the issuance of an Alternate Liquidity Facility meeting the requirements of this Resolution. The Tender Agent will give notice 20 days prior to the Liquidity Expiration Date to all Owners that the Bonds will be subject to mandatory tender to the Tender Agent for purchase at the Purchase Price on the date set forth in said notice. The Bonds will thereafter be subject to mandatory tender for purchase at the Purchase Price on the date set forth in the notice (a "Purchase Date").

All Bonds will be deemed to have been tendered for purchase on any Purchase Date with respect thereto. Delivery of such Bonds (with an appropriate transfer of registration executed in blank in form satisfactory to the Tender Agent) at the designated office of the Tender Agent at or prior to 10:00 a.m., New York City time, on the Purchase Date will be required for payment in same-day funds of the Purchase Price due on such Purchase Date. No Owner will be entitled to payment of the Purchase Price due on such Purchase Date except upon surrender of such Bonds as set forth herein. Purchase of all Bonds by the Tender Agent purchased under this Section 2.7(d) will be effected only with funds described in Sections 2.8(b) and (c).

(e) Mandatory Purchase on Notice of Event of Default under the Credit Facility or Liquidity Facility. If a Credit Facility or Liquidity Facility is in effect and the Tender Agent receives written notice from the Credit Provider that an event of default under the Credit Facility has occurred and is continuing or from the Liquidity Purchaser that an event of default under the Liquidity Facility has occurred and is continuing, and in either case, and directing the Tender Agent to call the Bonds for mandatory tender under this Section 2.7(e), then the Tender Agent shall set the mandatory tender date to occur on the Credit Expiration Date or Liquidity Expiration Date following the date the Tender Agent receives such notice of an event of default under the Credit Facility or Liquidity Facility and the Tender Agent shall send notice to all Owners of the Bonds that the Bonds will be subject to mandatory tender to the Tender Agent for purchase at the Purchase Price on the date set forth in said notice. After such notice is given, the Bonds will be subject to mandatory tender for purchase at the Purchase Price on the date set forth in the Notice (a "Purchase Date").

All Bonds will be deemed to have been tendered for purchase on any Purchase Date with respect thereto. Delivery of such Bonds (with an appropriate transfer of registration executed in blank in form satisfactory to the Tender Agent) at the designated office of the Tender Agent at or prior to 10:00 a.m., New York City time, on the Purchase Date will be required for payment in same-day funds of the Purchase Price due on such Purchase Date. No Owner will be entitled to payment of the Purchase Price due on such Purchase Date except upon surrender of such Bonds as set forth herein. Purchase of all Bonds by the Tender Agent purchased under this Section 2.7(e) will be effected only with funds described in Section 2.8(b).

(f) Mandatory Purchase at End of Initial Rate Period. The Bonds will be purchased, or deemed purchased, on the date following the last day of the Initial Rate Period (a "Purchase Date"), at the Purchase Price.

All Bonds will be deemed to have been tendered for purchase on any Purchase Date with respect thereto. Delivery of such Bonds (with an appropriate transfer of registration executed in blank in form satisfactory to the Tender Agent) at the designated office of the Tender Agent at or prior to 10:00 a.m., New York City time, on the Purchase Date will be required for payment in same-day funds of the Purchase Price due on such Purchase Date. No Owner will be entitled to payment of the Purchase Price due on such Purchase Date except upon surrender of such Bonds as set forth herein. Purchase of all Bonds by the Tender Agent purchased under this Section 2.7(f) will be effected only with funds described in Section 2.8.

Section 2.8. Source of Funds for Purchase of Bonds. Except as provided in Section 2.7(d) and (e), on the date on which Bonds are delivered or deemed delivered for purchase pursuant to Section 2.7, the Paying Agent will purchase such Bonds from the Owners thereof at the Purchase Price. Funds for the payment of such Purchase Price will be derived solely from the following sources in the order of priority indicated and neither the Metropolitan Government, the Paying Agent, the Tender Agent nor the Remarketing Agent will be obligated to provide funds from any other source:

(a) Remarketing Proceeds;

(b) proceeds derived from a drawing under the Credit Facility, if the Credit Facility provides for such a drawing, or proceeds derived from a purchase of Bonds under the Liquidity Facility;

(c) Other Available Moneys held by the Paying Agent or the Tender Agent and available for such purpose; and

(d) to the extent that the foregoing are insufficient, moneys provided by the Metropolitan Government.

If funds from the source described in subsection (a) above are not sufficient to provide for the Purchase Price of all Bonds delivered or deemed delivered pursuant to Section 2.7, the Tender Agent will, no later than 10:30 a.m. New York City time on each Purchase Date, draw on the Liquidity Facility or the Credit Facility, as the case may be, in accordance with the terms thereof to purchase the Bonds delivered or deemed delivered for purchase.

Section 2.9. Delivery of Bonds; Delivery of Proceeds of Sale; Payments From Credit Facility.
(a) Bonds purchased with funds described in Section 2.8(a) will be registered in the name of and delivered to the purchasers thereof.

(b) Bonds purchased with funds described in Section 2.8(c) or (d) will be registered in the name of the Metropolitan Government and delivered as directed by the Metropolitan Government, as appropriate.

(c) Bonds purchased with funds described in Section 2.8(b) which were derived from a drawing under the Credit Facility will be registered and delivered to or at the direction of the Credit Provider and will constitute Credit Provider Bonds.

(d) Bonds purchased with the funds described in Section 2.8(b) which were derived from a purchase of Bonds under the Liquidity Facility will be registered and delivered to or at the direction of the Liquidity Provider and will constitute Purchased Bonds.

Section 2.10. Bonds Deemed Tendered for Purchase. If Bonds have been deemed to have been delivered for purchase as provided in Section 2.7, the Bond Registrar will authenticate (and the Issuer execute, if necessary) a new Bond. The Tender Agent will promptly give notice by Mail to each Owner whose Bonds are deemed to have been purchased pursuant to Section 2.7, which notice will state that interest on such Bonds ceased to accrue on the applicable Purchase Date and that moneys representing the Purchase Price of such Bonds are available against delivery thereof at the designated office of the Tender Agent. The Tender Agent will hold moneys for the purchase of Bonds in trust and uninvested, without liability for interest thereon, for the benefit of the former Owner of the Bond on such Purchase Date, who will thereafter be restricted exclusively to such moneys, for any claim of whatever nature on his part under this Resolution or on, or with respect to, such Bond.

Section 2.11. Remarketing of Bonds.
(a) Subject to the provisions of Section 2.11(e), the Remarketing Agent will use its best efforts to remarket Bonds to be purchased on a Purchase Date pursuant to Section 2.7; provided, however, that with respect to any Bonds which have been called for redemption, such Bonds must be accompanied by a copy of the notice of redemption and will only be remarketed to a purchaser who acknowledges that such Bonds have been called for redemption and will be redeemed on the date stated in the notice. No Bonds may be remarketed to, on behalf of or for the account of, the Metropolitan Government or any person controlling or controlled by or under common control with the Metropolitan Government. All such sales will be at a price equal to the principal amount thereof plus accrued interest thereon, if any, except for a sale on a Fixed Rate Conversion Date in which a premium may apply as described in Section 2.4(b)(iv) or a sale of Medium Term Rate Bonds in which a premium may apply as described in Section 2.4(b)(vi).

(b) On each Purchase Date, the Remarketing Agent will give notice to the Tender Agent, the Paying Agent, the Liquidity Purchaser and the Credit Provider (i) by telephone at or before 10:15 a.m., New York City time, for Initial Rate Bonds, Weekly Rate Bonds, Monthly Rate Bonds and Medium Term Rate Bonds, followed by telecopy or telex, of the aggregate amount of Bonds to be purchased pursuant to Section 2.7 that have not been successfully remarketed by the Remarketing Agent, (ii) by telephone at or before 10:15 a.m., New York City time, for Commercial Paper Bonds and Daily Rate Bonds, of the Owner, principal amount, the current rate and next scheduled Purchase Date of each Commercial Paper Bond successfully remarketed and (iii) by telephone at or before l0:15 a.m., New York City time, for Medium Term Rate Bonds, of the Owner, principal amount, the current rate and next scheduled Purchase Date of the Medium Term Rate Bonds. Not later than 10:30 a.m., New York City time, the Tender Agent will then draw on the Liquidity Facility or the Credit Facility, as the case may be, under Section 2.8 to pay the purchase price of the unremarketed Bonds.

(c) At or before 1:30 p.m., New York City time, on each Purchase Date, the Remarketing Agent will remit to the Tender Agent the Remarketing Proceeds of Bonds that have been remarketed, and such amounts will be immediately deposited in the Remarketing Proceeds Account.

(d) If the Tender Agent does not receive notice from the Remarketing Agent by 10:15 a.m., New York City time, on the applicable Purchase Date, of the aggregate amount of Bonds to be purchased pursuant to Section 2.7 that have not been successfully remarketed by the Remarketing Agent, or have been tendered for mandatory purchase pursuant to Section 2.07(d) or (e), then not later than 10:30 a.m., New York City time, the Tender Agent shall draw on the Liquidity Facility or the Credit Facility, as the case may be, for the full Purchase Price the Bonds tendered for purchase on such Purchase Date.

(e) Notwithstanding anything to the contrary herein provided, the Bonds may not be remarketed unless (1) a Liquidity Facility or a Credit Facility providing for the payment of the principal of and interest on, and Purchase Price of, the Bonds in the applicable Coverage Amount will be in effect following the remarketing of such Bonds or (2) the Bonds will bear interest at the Fixed Rate or Medium Term Rate and will be rated investment grade by any Rating Agency rating the Bonds immediately following such remarketing.

Section 2.12. Limits of Remarketing. Bonds purchased by the Tender Agent pursuant to Section 2.7 from the date of notice of a conversion is given through the Conversion Date will not be remarketed except to a buyer who acknowledges at the time of such purchase that the Bond is subject to repurchase pursuant to Section 2.7 on the Conversion Date. The interest rate on any Commercial Paper Bond not remarketed pending Conversion will be determined to have successive Commercial Paper Periods, each one day in duration, until Conversion. The Remarketing Agent will not remarket Credit Provider Bonds or Purchased Bonds, as the case may be, unless the Tender Agent has received written notice of reinstatement of the Credit Facility or the Liquidity Facility, as the case may be, to the Coverage Amount; provided, however, no such notice is required if the Liquidity Facility or the Credit Facility, by its terms, automatically reinstates to the Coverage Amount without written notice.

Section 2.13. Credit Provider Bonds. Bonds purchased with proceeds of a drawing on the Credit Facility shall be deemed purchased by the Metropolitan Government for the benefit of the Credit Provider, shall constitute "Credit Provider Bonds," and shall be held by the Tender Agent as fiduciary for the Credit Provider (and shall be shown as Credit Provider Bonds on the bond register or, if the Bonds are held in the book-entry system, such Credit Provider Bonds shall be recorded in the books of the securities depository for the account of the Tender Agent, as custodian for the Credit Provider) in accordance with the provisions of this Resolution and the related reimbursement agreement. The Remarketing Agent shall continue to use its best efforts to arrange for the sale of any Credit Provider Bonds, subject to full reinstatement of the amount available to be drawn under the Credit Facility with respect to such Bonds.

The Credit Provider's security interest in Credit Provider Bonds shall be released only after the Tender Agent has received notice from the Credit Provider that the Credit Facility has been reinstated by the amount of the funds drawn to purchase Credit Provider Bonds (A) as a result of reimbursement by the Metropolitan Government to the Credit Provider or (B) (i) while the book-entry system is in effect, because Credit Provider Bonds have been remarketed and the proceeds of such remarketing have been received by the securities depository for the account of the Tender Agent (for the benefit of the Credit Provider) or (ii) if the book-entry system is not in effect, because Credit Provider Bonds have been remarketed and the proceeds of such remarketing have been received by the Tender Agent (for the benefit of the Credit Provider). The Tender Agent shall promptly give the Credit Provider notice that the proceeds referred to in clause (B) above have been credited to its account (for the benefit of the Credit Provider) by the securities depository in the case of clause (B)(i) or have been received by it in the case of clause (B)(ii), and in each case will be sent to the Credit Provider by wire transfer upon receipt of and in accordance with the Credit Provider's written wire instructions. (i) If Credit Provider Bonds have been released pursuant to clause (B) above, while the book-entry system is in effect, the Tender Agent shall instruct the securities depository to transfer such Bonds on its records to the account of the Remarketing Agent or its Participant and (ii) if the book-entry system is not in effect, the Tender Agent shall register such Bonds in accordance with the instructions of the Remarketing Agent. If Credit Provider Bonds have been released pursuant to clause (A) above, (i) while the book-entry system is in effect, the Tender Agent shall instruct the securities depository to transfer any such Bonds to the account of a Participant designated by the Metropolitan Government, or (ii) if the book-entry system is not in effect, the Tender Agent shall register such Bonds to the Metropolitan Government or its designee.

If the Remarketing Agent remarkets any Credit Provider Bond, the Remarketing Agent shall direct the purchaser of such Credit Provider Bond to transfer, by 9:30 a.m., New York City time, on the purchase date, the purchase price of such remarketed Credit Provider Bond to the Tender Agent for deposit into Bank Bond Purchase account, to be disbursed from such account solely for the purposes described in this paragraph. The Tender Agent shall immediately notify the Credit Provider of the receipt of the purchase price for such Credit Provider Bond, and upon receipt by the Credit Provider in immediately available funds of all amounts due under the Credit Facility as reimbursement for the full amount therefore drawn under the Credit Facility to purchase such Credit Provider Bonds, and of written evidence to the Tender Agent as provided in the Credit Facility of full reinstatement of such amount drawn under the Credit Facility, such Credit Provider Bond shall be considered released from the pledge to the Credit Provider (absent written notice from the Credit Provider to the Tender Agent to the contrary). The Tender Agent shall transfer such purchase price to the Credit Provider upon receipt thereof in exchange for reinstatement of the amount available to be drawn under the Credit Facility (as contemplated above), and give all required notices, in accordance with the terms of the Credit Facility. If moneys remain on deposit with the Tender Agent in such subaccount after payment is made to the Credit Provider as described in the preceding sentence, such moneys shall be paid to, or upon the order of, the Metropolitan Government.

Notwithstanding anything to the contrary in this subsection, if and for so long as the Bonds are held in book-entry form, the registration requirements for Credit Provider Bonds under this subsection shall be deemed satisfied if Credit Provider Bonds are (A) registered in the name of the securities depository or its nominee, (B) credited on the books of the securities depository to the account of (i) the Credit Provider (or its designee) or (ii) the Tender Agent (or its nominee) and further credited on the books of the Tender Agent (or such nominee) to the account of the Credit Provider (or its designee).

Section 2.14. Liquidity Facility.

(a) The Tender Agent shall take such actions as may be necessary to obtain funds under the Liquidity Facility to pay the Purchase Price of the Variable Rate Bonds then subject to purchase under the Liquidity Facility tendered for purchase or required to be purchased pursuant to the provisions of this Resolution at the times, on the dates, to the extent, and in the manner, provided by Section 2.7 and deliver the proceeds of such drawing to the Tender Agent for deposit in the Bank Bond Purchase Account pending application of such moneys to the payment of the purchase price of such Variable Rate Bonds.

(b) If at any time all of the Variable Rate Bonds then subject to purchase under the Liquidity Facility shall have been paid or converted to an Interest Period not covered by the Liquidity Facility, the Tender Agent shall surrender the Liquidity Facility to the Liquidity Purchaser in accordance with the terms of such Liquidity Facility, for cancellation. The Tender Agent shall comply with the procedures, if any, set forth in the Liquidity Facility relating to the termination thereof and is authorized to deliver certificates reducing the stated amount of the Liquidity Facility in accordance with the provisions thereof, if any.

Section 2.15. Alternate Liquidity Facility. Notwithstanding any provisions in the Resolution regarding Alternate Credit or Liquidity Facilities to the contrary the following provisions shall govern Alternate Liquidity Facilities for the purposes of this Resolution:

(a) At least sixty (60) days prior to the Credit Expiration Date or Liquidity Expiration Date, the Metropolitan Government shall provide for the delivery to the Tender Agent of a written commitment of delivery of an Alternate Liquidity Facility or renewal of the then existing Liquidity Facility. Any such Alternate Liquidity Facility may be for a term of years which is more or less than the Liquidity Facility which is being replaced (but in no event less than 360 days unless otherwise agreed to in writing by the Metropolitan Government) and shall contain administrative provisions reasonably acceptable to the Tender Agent and the Remarketing Agent. On or prior to the date of the delivery of such Alternate Liquidity Facility to the Tender Agent, the Metropolitan Government shall furnish to the Tender Agent (i) a Favorable Opinion of Bond Counsel and (ii) such additional opinions as the Tender Agent may reasonably request. Upon receipt of such documents and the documents set forth in paragraph (c) of this Section 2.15, the Tender Agent shall accept such Alternate Liquidity Facility and promptly surrender the Liquidity Facility then in effect to the Liquidity Purchaser which issued such Liquidity Facility in accordance with its terms for cancellation or deliver any document necessary to reduce the coverage of such Liquidity Facility. In the case of a renewal of the existing Liquidity Facility, notice must be delivered at least sixty (60) days prior to the Expiration Date.

(b) The Tender Agent shall comply with any procedures set forth in any outstanding Liquidity Facility relating to the termination thereof. In addition, upon Conversion of the Variable Rate Bonds to an Interest Period not covered by the Liquidity Facility in accordance with Section 2.6, the Tender Agent shall comply with the procedures, if any, set forth in the outstanding Liquidity Facility relating to the termination thereof. On or prior to the date of delivery of an Alternate Liquidity Facility, the Tender Agent shall provide notice to Bondholders of the Alternate Liquidity Facility.

(c) Notwithstanding anything contained herein to the contrary, no Alternate Liquidity Facility shall be accepted by the Tender Agent hereunder unless such Alternate Liquidity Facility is accompanied by (A) opinions of counsel reasonably satisfactory to the Metropolitan Government to the effect that (1) the Liquidity Purchaser is duly organized and existing, under the laws of the jurisdiction of its organization, and, if applicable, is duly qualified to do business or is otherwise licensed to conduct business in the United States of America; (2) the Alternate Liquidity Facility is a legal, valid and binding obligation of the Liquidity Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to, or affecting generally the enforcement of, creditors' rights and remedies, and by the availability of equitable remedies, including specific performance and injunctive relief; and (3) the Alternate Liquidity Facility is an exempt security or is exempt from registration under the Securities Act of 1933, as amended, and accordingly neither the registration of the Bonds or the Alternate Liquidity Facility under the Securities Act of 1933, as amended, nor the qualification of an Resolution in respect thereof under the Trust Indenture Act of 1939, as amended, will be required in connection with the issuance and delivery of such Alternate Liquidity Facility or the remarketing of the Variable Rate Bonds with the benefits thereof; and (B) the written consent of the Metropolitan Government to the selection of the Liquidity Purchaser.

(d) In lieu of the opinion of counsel required by Section 2.15(c)(1)(A), there may be delivered an opinion of counsel reasonably satisfactory to the Metropolitan Government to the effect that either (i) at all times during the term of the Alternate Liquidity Facility, the Variable Rate Bonds will be offered, sold and held by Owners in transactions not constituting a public offering of the Variable Rate Bonds or the Liquidity Facility under the Securities Act of 1933, as amended, and accordingly neither the registration of the Variable Rate Bonds under the Securities Act of 1933, as amended, nor the qualification of a Resolution in respect thereof under the Trust Indenture Act of 1939, as amended, will be required in connection with the issuance and delivery of the Liquidity Facility or the remarketing of the Variable Rate Bonds with the benefits thereof, or (ii) the offering and sale of the Variable Rate Bonds and the Liquidity Facility has been registered under the Securities Act of 1933, as amended, and any Resolution required to be qualified with respect thereto under the Trust Indenture Act of 1939, as amended, has been so qualified.

Section 2.16. Purchased Bonds. Bonds purchased with proceeds of a drawing on the Liquidity Facility shall constitute Purchased Bonds which shall be held as provided in the Liquidity Facility. The Remarketing Agent shall continue to use its best efforts to arrange for the sale of any Purchased Bonds, subject to reinstatement of the amount available under the Liquidity Facility with respect to such Bonds.

If the Remarketing Agent remarkets any Purchased Bond, the Remarketing Agent shall direct the purchaser of such Purchased Bond to transfer, by 9:30 a.m., New York City time, on the purchase date, the purchase price of such remarketed Purchased Bond to the Tender Agent for deposit into the Remarketing Proceeds Account, to be disbursed from such Remarketing Proceeds Account solely for the purposes described in this paragraph. The Tender Agent shall immediately notify the Liquidity Purchaser of the receipt of the purchase price for such Purchased Bond, and upon receipt by the Liquidity Purchaser in immediately available funds of all amounts due under the Liquidity Facility and the Purchased Bond and the reinstatement of the amount available under the Liquidity Facility, such Purchased Bond shall be remarketed and delivered to the purchaser hereof. The Tender Agent shall transfer such purchase price to the Liquidity Purchaser upon receipt thereof and give all required notices, in accordance with the terms of the Liquidity Facility.

Section 2.17. Book Entry Format. In the event the Metropolitan Government shall elect to implement a book-entry system with respect to the Variable Rate Bonds, the following provisions shall apply:

(a) As per the direction of the initial purchasers of the Variable Rate Bonds, the ownership of one fully registered Variable Rate Bond for each maturity of the Bonds shall be registered in the name of Cede & Co. ("Cede"), as nominee of The Depository Trust Company ("DTC"), New York, New York. If, however, the aggregate principal amount of any maturity exceeds $100 million, one certificate will be issued with respect to each $100 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount so that together they equal the aggregate principal amount of that maturity. Payments of interest on and principal and Redemption Price, if applicable, of the Variable Rate Bonds shall be made to the account of Cede on each payment date at the address indicated for Cede in the registration books of the Metropolitan Government kept by the Bond Registrar by transfer of immediately available funds, provided, however that such payments made with respect to Variable Rate Bonds subject to the Fixed Rate Period shall be made in New York Clearing House or equivalent next day funds, and, provided further, that payments of interest with respect to Bonds which are Purchased Bonds shall be made as provided in Section 2.3. DTC has represented to the Metropolitan Government that it will maintain a book entry system in recording ownership interests of its participants (the "Direct Participants") and the ownership interests of a purchaser of a beneficial interest in the Bonds (a "Beneficial Owner") will be recorded through book entries on the records of the Direct Participants.

(b) The Variable Rate Bonds may be initially issued in the form of a separate single fully registered Variable Rate Bond in the amount of each separate stated maturity, subject to the first and second sentence of Section 2.17. With respect to Variable Rate Bonds so registered in the name of Cede, the Metropolitan Government, the Paying Agent and the Tender Agent shall have no responsibility or obligation to any Direct Participant (with the exception of the right of Direct Participants to demand purchase of Bonds pursuant to Section 2.7) or to any Beneficial Owner of such Variable Rate Bonds. Without limiting the immediately preceding sentence, the Metropolitan Government, the Paying Agent and the Tender Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any Direct Participant with respect to any beneficial ownership interest in the Variable Rate Bonds, (ii) the delivery to any Direct Participant, Beneficial Owner or other Person, other than DTC, of any notice with respect to the Variable Rate Bonds, including any notice of redemption, (iii) the payment to any Direct Participant, Beneficial Owner or other Person, other than DTC, of any amount with respect to the principal or Redemption Price of, or interest on, the Bonds, or (iv) any consent given or other action taken by DTC as Owner of the Variable Rate Bonds. The Metropolitan Government, the Paying Agent and the Tender Agent may treat DTC as, and deem DTC to be, the absolute Owner of each Variable Rate Bond for all purposes whatsoever (with the exception of the right of Direct Participants to demand purchase of Bonds pursuant to Section 2.7) including (but not limited to) (i) payment of the principal or Redemption Price of, and interest on, each such Variable Rate Bond, (ii) giving notices of purchase or redemption and other matters with respect to such Variable Rate Bonds, and (iii) registering transfers with respect to such Variable Rate Bonds. The Metropolitan Government shall pay the Principal or Redemption Price of, and interest on, all Variable Rate Bonds only to the Paying Agent who shall pay to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Metropolitan Government's obligations with respect to such principal or Redemption Price, and interest, to the extent of the sum or sums so paid. No Person other than DTC shall receive Variable Rate Bond evidencing the obligation of the Metropolitan Government to make payments of principal or Redemption Price of, and interest on, the Variable Rate Bonds pursuant to this Resolution. Upon delivery by DTC to the Metropolitan Government of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word "Cede" in this Resolution shall refer to such new nominee of DTC.

(c) (i) DTC may determine to discontinue providing its services with respect to the Variable Rate Bonds at any time by giving reasonable written notice to the Metropolitan Government, the Paying Agent and the Tender Agent and discharging its responsibilities with respect thereto under applicable law.

(ii) The Metropolitan Government, in its sole discretion and without the consent of any other Person, may terminate, upon provision of notice to the Paying Agent and Tender Agent, the services of DTC with respect to the Variable Rate Bonds if the Metropolitan Government determines that the continuation of the system of book entry transfers through DTC (or a successor securities depository) is not in the best interests of the Beneficial Owners of the Variable Rate Bonds or is burdensome to the Metropolitan Government, and shall terminate the services of DTC with respect to the Variable Rate Bonds upon receipt by the Metropolitan Government, the Paying Agent and Tender Agent of written notice from DTC to the effect that DTC has received written notice from Direct Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the then Outstanding Variable Rate Bonds to the effect, that: (A) DTC is unable to discharge its responsibilities with respect to such Variable Rate Bonds; or (B) a continuation of the requirement that all of the Outstanding Variable Rate Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede, as nominee of DTC, is not in the best interest of the Beneficial Owners of such Variable Rate Bonds.

(d) Upon the termination of the services of DTC with respect to the Variable Rate Bonds pursuant to subsection (c)(ii)(B) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Variable Rate Bonds pursuant to subsection (c)(i) or subsection (c)(ii)(A) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found or which, in the opinion of the Metropolitan Government, is willing and able to undertake such functions upon reasonable and customary terms, the Variable Rate Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede as nominee of DTC. In such event, the Metropolitan Government shall issue and the Bond Registrar shall transfer and exchange Variable Rate Bond certificates as requested by DTC or Direct Participants of like principal amount and maturity, in Authorized Denominations to the identifiable Beneficial Owners in replacement of such Beneficial Owners' beneficial interests in the Variable Rate Bonds.

(e) Notwithstanding any other provision of this Resolution to the contrary, so long as any Variable Rate Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to the principal or Redemption Price of, interest on, and purchase price of such Variable Rate Bond and all notices to Owners with respect to such Variable Rate Bond shall be made and given, respectively, to DTC as provided in a Letter of Representations to be entered into at the time the Variable Rate Bonds are issued by and among DTC, the Metropolitan Government, the Paying Agent and Tender Agent.

(f) In connection with any notice or other communication to be provided to Bondowners pursuant to this Resolution by the Bond Registrar with respect to any consent or other action to be taken by Bondowners so long as any Variable Rate Bond is registered in the name of Cede, as nominee of DTC, or the nominee of any successor securities depository, the Bond Registrar shall establish a record date for such consent or other action and give DTC or any successor securities depository notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

(g) If the Metropolitan Government purchases, or causes the Paying Agent to purchase with any moneys available to the Paying Agent, any of the Variable Rate Bonds, such purchase of Variable Rate Bonds shall be deemed to have occurred upon the purchase of beneficial ownership interests in the Variable Rate Bonds from a Direct Participant. Upon receipt by DTC of notice from the Metropolitan Government and a Direct Participant that a purchase of beneficial ownership interests in the Variable Rate Bonds has been made by the Metropolitan Government from such Direct Participant, DTC shall surrender to the Bond Registrar the Variable Rate Bonds referenced in such notice and, if the principal amount referenced in said notice is less than the principal amount of the Bonds so surrendered, the Bond Registrar shall authenticate and deliver to DTC, in exchange for the Bond so surrendered, a new Variable Rate Bond or Variable Rate Bonds, as the case may be, in Authorized Denominations and in a principal amount equal to the difference between (i) the principal amount of the Bond so surrendered and (ii) the principal amount referred in said notice.

(h) Notwithstanding any provision herein to the contrary, the Metropolitan Government and the Paying Agent may agree to allow DTC, or its nominee, Cede, to make a notation on any Variable Rate Bond redeemed in part to reflect, for informational purposes only, the principal amount and date of any such redemption.

(i) Notwithstanding any provision herein to the contrary, so long as the Variable Rate Bonds are subject to a system of book entry transfers pursuant to this Section, any requirement for the delivery of Bonds to the Tender Agent in connection with a tender pursuant to Section 2.7 or 2.8 shall be deemed satisfied upon the transfer, on the registration books of DTC, of the beneficial ownership interests in such Variable Rate Bonds tendered for purchase to the account of the Tender Agent, or a Direct Participant acting on behalf of or at the direction of such Tender Agent.

Section 2.18. Prerequisites to Authentication of Variable Rate Bonds. In addition to the requirements of Section 2.3 of the Resolution, the Metropolitan Government shall execute and deliver to the Bond Registrar and the Bond Registrar shall authenticate the Variable Rate Bonds and deliver the Variable Rate Bonds to the initial purchaser or purchasers thereof only upon compliance with the requirements of this Section 2.18.

Prior to the delivery on original issuance by the Bond Registrar of any authenticated Variable Rate Bonds there shall be or have been delivered to the Bond Registrar in addition to the documents required by Section 2.2 of the Resolution, the following documents:

(a) original duly executed counterparts of the Remarketing Agreement, the Liquidity Facility and the Tender Agency Agreement; and

(b) an opinion of counsel for the Liquidity Purchaser stating in the opinion of such counsel that, subject to the exceptions set forth therein, the Liquidity Facility is a valid and binding obligation of the Liquidity Purchaser enforceable against the Liquidity Purchaser in accordance with its terms.

ARTICLE III
REDEMPTION OF VARIABLE RATE BONDS

Section 3.1. Privilege of Redemption and Redemption Price. Variable Rate Bonds subject to redemption prior to maturity pursuant to this Resolution shall be redeemable, upon notice as provided in this Article III, at such times, at such prices and upon such terms in addition to the terms contained in this Article III as may be specified in this Resolution.

Section 3.2. Optional Redemption.

(a) The Variable Rate Bonds are subject to redemption at the direction of the Metropolitan Government, in whole at any time or in part on any Interest Payment Date (but only with respect to Bonds having such Interest Payment Date), at a redemption price equal to the principal amount thereof plus accrued interest, if any, to the redemption date.

(b) After the Fixed Rate Conversion Date, the Bonds are subject to redemption prior to maturity at the direction of the Metropolitan Government, in whole at any time or in part on any Interest Payment Date, upon notice as provided in this Resolution, (i) at the redemption price of 100% of the unpaid principal amount of the Bonds to be redeemed if on the first day of the Fixed Rate Period and (ii), if thereafter, at the times and at the redemption prices (expressed as percentages of unpaid principal amount) set forth below together, in the case of (i) and (ii), with interest, if any, accrued thereon to the date fixed for redemption.

If the Metropolitan Government directs the Remarketing Agent in writing that the foregoing schedule be revised, specifies a new schedule and provides the Remarketing Agent with an opinion of Bond Counsel that such revision will not affect the exclusion of interest on the Bonds from the gross income of the recipients thereof for federal income tax purposes, the foregoing schedule shall be revised in accordance with such direction of the Metropolitan Government.

(c) While the Bonds bear interest at a Medium Term Rate, the Bonds are subject to redemption prior to maturity at the direction of the Metropolitan Government, in whole at any time or in part on any Interest Payment Date, upon notice as provided in this Resolution, (i) at the redemption price of 100% of the unpaid principal amount of the Bonds to be redeemed if on the first day of the Medium Term Rate Period and (ii), if thereafter, at the times and at the redemption prices (expressed as percentages of unpaid principal amount) set forth below together, in the case of (i) and (ii), with interest, if any, accrued thereon to the date fixed for redemption.

If the Metropolitan Government directs the Remarketing Agent in writing that the foregoing schedule be revised, specifies the new schedule and provides the Remarketing Agent with an opinion of Bond Counsel that such revision will not affect the exclusion of interest on the Bonds from the gross income of the recipients thereof for federal income tax purposes, the foregoing schedule shall be revised in accordance with such direction of the Metropolitan Government.

(d) Purchased Bonds owned by the Liquidity Purchaser or Credit Provider Bonds owned by the provider of a Credit Facility, as a result of a purchase under the Liquidity Facility or Credit Facility, as the case may be, are subject to redemption at the option of the Metropolitan Government, on the second Business Day after notice to the Liquidity Purchaser or the provider of the Credit Facility, as the case may be. The Variable Rate Bonds which are Purchased Bonds or Credit Provider Bonds are subject to optional redemption at the direction of the Metropolitan Government in whole or in part on any date at a Redemption Price equal to one hundred percent (100%) of the principal amount thereof, together with interest accrued thereon to the date fixed for redemption.

Section 3.3. Mandatory Sinking Fund Redemption Provisions. The Bonds may be subject to mandatory sinking fund redemption, if any, prior to maturity as provided in the Official Statement and notice of sale. In the event any or all the Bonds are sold as term bonds ("Term Bonds"), the Metropolitan Government shall redeem such Term Bonds at a price of par plus accrued interest thereon to the date of redemption. The Term Bonds to be redeemed within a single maturity shall be selected in the manner described in Section 3.5.

At its option, to be exercised on or before the forty-fifth (45th) day next preceding any such mandatory redemption date, the Metropolitan Government may (i) deliver to the Bond Registrar for cancellation Bonds to be redeemed, in any aggregate principal amount desired, and/or (ii) receive a credit in respect of its redemption obligation under this mandatory redemption provision for any Bonds of the maturity to be redeemed which prior to said date have been purchased or redeemed (otherwise than through the operation of this mandatory sinking fund redemption provision) and canceled by the Bond Registrar and not theretofore applied as a credit against any redemption obligation under this mandatory sinking fund provision. Each Bond so delivered or previously purchased or redeemed shall be credited by the Bond Registrar at 100% of the principal amount thereof on the obligation of the Metropolitan Government on such payment date and any excess shall be credited on future redemption obligations in chronological order, and the principal amount of Bonds to be redeemed by operation of this mandatory sinking fund provision shall be accordingly reduced. The Metropolitan Government shall on or before the forty-fifth (45th) day next preceding each payment date furnish the Bond Registrar with its certificate indicating whether or not and to what extent the provisions of clauses (i) and (ii) of this subsection are to be availed of with respect to such payment and confirm that funds for the balance of the next succeeding prescribed payment will be paid on or before the next succeeding payment date.

Section 3.4. Redemption of Purchased Bonds or Credit Provider Bonds. Purchased Bonds and Credit Provider Bonds are subject to mandatory redemption at such times and in such amounts as specified in the related Liquidity Facility or Credit Facility, as the case may be.

Section 3.5. Selection of Variable Rate Bonds to be Redeemed. In the event of redemption of less than all the Variable Rate Bonds identified by the Metropolitan Government as being subject to mandatory redemption on a specific date as provided in Section 3.3, the particular Variable Rate Bonds or portions thereof to be redeemed shall be selected by the Bond Registrar in such manner as the Bond Registrar in its discretion may determine; provided, however, the portion of such Variable Rate Bonds to be redeemed and the portion of such Variable Rate Bonds to be retained by the Owner thereof shall be in the principal amount of an Authorized Denomination for the Interest Rate Period to which such Variable Rate Bonds are then subject, and provided further, any Variable Rate Bonds which are Purchased Bonds or Credit Provider Bonds shall be selected first. New Variable Rate Bonds representing the unredeemed balance of the principal amount of any such Variable Rate Bonds shall be issued to the registered Owner thereof, without charge therefor. Any new Variable Rate Bonds or Variable Rate Bonds issued pursuant to this paragraph shall be executed by the Metropolitan Government and authenticated by the Bond Registrar and shall be in any Authorized Denominations in an aggregate unpaid principal amount equal to the unredeemed portion of the Variable Rate Bonds surrendered.

Section 3.6. Procedure for Redemption.

(a) The Metropolitan Government shall give written notice to the Bond Registrar of its election or direction to redeem the Variable Rate Bonds at least thirty-five (35) days prior to the redemption date or such shorter period as shall be acceptable to the Bond Registrar.

(b) In the event any of the Variable Rate Bonds are called for redemption, the Bond Registrar shall give notice or cause the Bond Registrar to give notice, in the name of the Metropolitan Government, of the redemption of such Variable Rate Bonds, which notice shall (i) specify the Variable Rate Bonds to be redeemed, the date fixed for redemption, the Redemption Price, and the place or places where amounts due upon such redemption will be payable (which shall be the principal office of the Bond Registrar and, if less than all of the Variable Rate Bonds are to be redeemed, the numbers of the Variable Rate Bonds so to be redeemed, and, if any of the Variable Rate Bonds are to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed and the letter and number or other distinguishing mark of each such Variable Rate Bonds Bond, (ii) state any condition to such redemption, and (iii) state that on the date fixed for redemption, and upon the satisfaction of any such condition, the Variable Rate Bonds to be redeemed shall cease to bear interest. Such notice may set forth any additional information relating to such redemption.

(c) Notice of redemption of the Variable Rate Bonds shall be mailed or caused to be mailed, postage prepaid, by the Bond Registrar (i) not less than thirty (30) days before the date fixed for redemption of Variable Rate Bonds, which have not been converted to a Fixed Interest Rate, and (ii) not less than thirty (30) days before the date fixed for redemption of Variable Rate Bonds, which have been converted to a Fixed Interest Rate, to the registered owners of any Variable Rate Bonds or portions of Variable Rate Bonds, which are to be redeemed, at their addresses as they appear on the Record Date on the registration books kept by the Bond Registrar. Failure of the registered owners of any Variable Rate Bonds, which are to be redeemed to receive any such notice, shall not affect the validity of the proceedings for the redemption of Variable Rate Bonds for which proper notice has been given.

(d) Any Variable Rate Bonds and portions of Variable Rate Bonds, which have been duly selected for redemption and which are deemed to be paid in accordance with their terms, shall cease to bear interest on the date fixed for redemption in the notice of redemption referred to in paragraph (b) of this Section 3.6.

ARTICLE IV
TENDER AGENT AND REMARKETING AGENT

Section 4.1. The Tender Agent. The Tender Agent shall accept the duties and obligations thereof under this Resolution by execution and delivery of an agreement with the Metropolitan Government under which the Tender Agent will agree, among other things, to:

(a) hold all Variable Rate Bonds tendered to it for purchase hereunder as agent and bailee of, and in escrow for the benefit of, the respective Variable Rate Bondowners, which shall have so tendered such Variable Rate Bonds until moneys representing the purchase price of such Variable Rate Bonds shall have been delivered to or for the account of or to the order of such Bondowners;

(b) hold in accordance with this Resolution a Remarketing Proceeds Account and a Bank Bond Purchase Account, which Accounts shall be for the purposes of this Resolution and shall not constitute funds or accounts held under or subject to the pledge of the Resolution;

(c) hold all moneys paid or delivered to it under this Resolution for deposit in an account held in accordance with this Resolution for application to the purchase of Variable Rate Bonds, as agent and bailee of, and in escrow for the benefit of, the person or entity which shall have so delivered or paid such moneys until the Variable Rate Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity or such moneys have been deposited with the Tender Agent as provided in Section 2.8;

(d) hold all Purchased Bonds or Credit Provider Bonds and deliver such Purchased Bonds or Credit Provider Bonds to the Liquidity Purchaser or Credit Facility Provider, as appropriate or transfer such Purchased Bonds or Credit Provider Bonds as directed by the Liquidity Purchaser or Credit Facility Provider, as appropriate;

(e) keep such books and records as shall be consistent with prudent industry practice and make such books and records available for inspection by the Metropolitan Government, the Bond Registrar, the Remarketing Agent, the Liquidity Purchaser and the issuer of any Credit Facility or Liquidity Facility; and

(f) give notices as required under this Resolution at the times and in the manner specified.

(g) Any successor Tender Agent shall be a commercial bank or savings bank with trust powers or trust company duly organized under the laws of the United States of America or any state or territory thereof, having combined capital stock, surplus and undivided profits of at least Fifty Million Dollars ($50,000,000) and authorized by law to perform all the duties imposed upon it by this Resolution. The Tender Agent shall have an office or agency in New York, New York. The Tender Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least sixty (60) days' notice to the Metropolitan Government, the Bond Registrar, the Remarketing Agent, the Qualified Swap Provider and the issuer of any Credit Facility or Liquidity Facility, provided that such resignation shall not take effect until the appointment of a successor Tender Agent. The Tender Agent may be removed at any time by the Metropolitan Government upon written notice to the Tender Agent, the Remarketing Agent, the Bond Registrar, the Qualified Swap Provider and the issuer of any Credit Facility or Liquidity Facility provided that such removal shall not take effect until a successor Tender Agent is appointed. Upon the resignation or removal of the Tender Agent, the Director of Finance shall appoint a successor Tender Agent subject to the prior written approval of the provider of the Liquidity Facility, if any, in effect, at the time such Tender Agent is appointed. Upon the resignation or removal of the Tender Agent, the Tender Agent shall deliver any Variable Rate Bonds and moneys held by it in such capacity to its successor. Books and records relating to the Variable Rate Bonds shall be made available to any successor Tender Agent. If no successor Tender Agent shall have been so appointed and have accepted appointment within sixty days after the giving of such notice of resignation, the resigning Tender Agent may petition any court of competent jurisdiction for the appointment of a successor Tender Agent. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor Tender Agent.

(h) The form, terms and provisions of the Tender Agent Agreement substantially in the form attached to this Resolution as Exhibit B are hereby approved and the Metropolitan Mayor and the Metropolitan Clerk are hereby authorized, empowered and directed to execute and deliver the Tender Agent Agreement in the name and on behalf of the Metropolitan Government, with such changes therein as shall be approved by the Metropolitan Mayor and the Metropolitan Clerk, their execution thereof to constitute conclusive evidence of their approval of any and all such changes.

Section 4.2. Remarketing Proceeds Account and Bank Bond Purchase Account.

(a) There are hereby created to be held by the Tender Agent the following accounts: (i) the Bank Bond Purchase Account and (ii) the Remarketing Proceeds Account. The Remarketing Proceeds Account and Bank Bond Purchase Account shall not be part of the pledge of the Metropolitan Government contained in the Resolution. Amounts on deposit in the Remarketing Proceeds Account and Bank Bond Purchase Account shall not be commingled with each other or with the amounts held in any other fund or account under the Resolution.

(b) All amounts received by the Tender Agent representing drawings on the Liquidity Facility to pay the purchase price of Variable Rate Bonds shall be deposited in the Bank Bond Purchase Account, and used only for the payment of the purchase price of Outstanding Variable Rate Bonds in the manner and at the times specified in Section 2.7.

(c) All amounts received by the Tender Agent from the Remarketing Agent representing the purchase price of Variable Rate Bonds remarketed by the Remarketing Agent and all amounts received from any other source (other than a drawing under a Credit Facility or Liquidity Facility) for such payment shall be deposited in the Remarketing Proceeds Account and shall be used only for payments of the purchase price of the Variable Rate Bonds so remarketed as provided in Section 2.7 hereof or to the payment to the Liquidity Purchaser for Variable Rate Bonds purchased by it and remarketed.

(d) No moneys provided by the Metropolitan Government shall be accepted for deposit to the credit of the Remarketing Proceeds Account and/or Bank Bond Purchase Account, nor shall any such moneys if deposited by mistake or otherwise, be used for the purchase of Variable Rate Bonds tendered or deemed tendered for purchase pursuant to the terms of Article II hereof. Moneys in the Remarketing Proceeds Account and/or Bank Bond Account shall be held without liability for interest thereon.

Section 4.3. The Remarketing Agent.

(a) The initial purchaser of the Bonds shall initially serve as Remarketing Agent. The Remarketing Agent shall be authorized by law to perform all of the duties imposed upon it hereby. The Remarketing Agent or any successor shall signify its acceptance of the duties and obligations imposed upon it hereunder by a Remarketing Agreement under which the Remarketing Agent will agree to:

(i) determine (which shall include inquiries of market sources as necessary to accurately ascertain the then prevailing market conditions for the Variable Rate Bonds) rates and give notice of such rates as set forth in Article II;

(ii) keep such books and records with respect to the remarketing of the Variable Rate Bonds as shall be consistent with prudent industry practice; and

(iii) use its best efforts to remarket the Variable Rate Bonds in accordance with this Resolution and the Remarketing Agreement; provided, however, that commencing with any mandatory purchase on notice of event of default under the Credit Facility described in Section 2.7(e), the Remarketing Agent shall suspend its remarketing of the Variable Rate Bonds until such time as the Metropolitan Government, the Tender Agent, Liquidity Purchaser and the Remarketing Agent agree to the resumption of remarketing.

(b) The form, terms and provisions of the Remarketing Agreement substantially in the form attached to this Resolution as Exhibit C are hereby approved and the Metropolitan Mayor and the Metropolitan Clerk are hereby authorized, empowered and directed to execute and deliver the Remarketing Agreement in the name and on behalf of the Metropolitan Government, with such changes therein as shall be approved by the Metropolitan Mayor and the Metropolitan Clerk, their execution thereof to constitute conclusive evidence of their approval of any and all such changes.

Section 4.4. Removal or Resignation of Remarketing Agent. The Remarketing Agent may be removed at any time upon seven (7) days prior written notice by an instrument filed with such Remarketing Agent, the Tender Agent, the Bond Registrar and the Liquidity Purchaser and signed by an Authorized Officer of the Metropolitan Government, and the Metropolitan Government may appoint a successor with the prior written approval of the issuer of any Credit Facility and Liquidity Facility. Each successor Remarketing Agent at all times shall be either a member of the National Association of Securities Dealers, Inc. or registered as a dealer of municipal securities under the Securities Exchange Act of 1934, as amended, and shall have net capital of at least $200,000,000. Notice of such removal shall promptly be provided to the Tender Agent, the Bond Registrar and the Liquidity Purchaser in writing. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by the Resolution by giving at least sixty (60) days' written notice to the Metropolitan Government, the Liquidity Purchaser, the Qualified Swap Provider, the Tender Agent, the Paying Agent and the Bond Registrar and as otherwise provided in the Remarketing Agreement, provided that such resignation shall not be effective until a successor Remarketing Agent is selected. The Bond Registrar shall promptly give written notice to the Bondowners of any removal or resignation of the Remarketing Agent or appointment of a successor Remarketing Agent.

Section 4.5. Successor Remarketing Agents. Any corporation, association, partnership or firm, which succeeds to the business of the Remarketing Agent as a whole or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall thereby become vested with all the property, rights, powers and obligations of such Remarketing Agent under the Resolution.

Section 4.6. Modification of Remarketing Agent's Duties. Modifications may be made to the provisions hereof (with corresponding changes to the Remarketing Agreement) regarding the duties and responsibilities of the Remarketing Agent, the dates and times at which interest rates are to be determined, and the tender for purchase and notices of tenders, provided that the prior consent of the Remarketing Agent is obtained in writing and that:

(a) any such modification shall be subject to the prior written consent (which shall not be unreasonably withheld) of the Liquidity Provider;

(b) the effective date for any such modification, as it affects the Variable Rate Bonds, shall be a Business Day, which occurs not less than thirty-five (35) days following the mailing by the Bond Registrar to all Variable Rate Bonds Bondowners of a notice setting forth the nature of the modifications and specifying the effective date thereof;

(c) prior to the effective date of the modification, the Remarketing Agent shall not offer tendered Variable Rate Bonds for sale to any Person unless it has advised such Person of the nature and effective date of the modification;

(d) replacement Variable Rate Bonds, if necessary, reflecting the modification shall be prepared prior to the effective date thereof and such replacement Variable Rate Bonds shall be delivered in connection with all transfers (including transfers upon tender) and exchanges made on or after the effective date of the modification; and

(e) prior to the effective date of the modification, the Metropolitan Government, the Qualified Swap Provider, the Tender Agent, the issuer of any Credit Facility, Liquidity Facility and the Remarketing Agent shall have received a Favorable Opinion of Bond Counsel to the effect that the modification is authorized hereunder and will not adversely affect the exclusion of interest on the Variable Rate Bonds from federal income tax.

Section 4.7. Remarketing Agent May Act Through Agents. The Remarketing Agent may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers, or employees and shall be entitled to advice of counsel concerning all questions hereunder.

Section 4.8. Dealings in the Variable Rate Bonds. The Tender Agent, the issuer of any Credit Facility, Liquidity Facility, the Bond Registrar, Qualified Swap Provider, or the Remarketing Agent, each in its individual capacity, may in good faith and to the extent otherwise permitted by law, buy, sell, own, hold and deal in any of the Variable Rate Bonds issued hereunder, and may join in any action which any registered owner of the Variable Rate Bonds may be entitled to take with like effect as if it did not act in any capacity hereunder. The Qualified Swap Provider, the issuer of any Credit Facility, Liquidity Facility, the Tender Agent, the Bond Registrar, or the Remarketing Agent, each in its individual capacity, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Metropolitan Government and may act as depository, trustee, or agent for any committee or body of owners of any Variable Rate Bonds secured hereby or other obligations of the Metropolitan Government as freely as if it did not act in any capacity hereunder.

Section 4.9. Cooperation by the Metropolitan Government. The Metropolitan Government shall cooperate with the Bond Registrar to cause the necessary arrangements to be made and to be thereafter continued whereby the Variable Rate Bonds, executed by the Metropolitan Government and authenticated by the Bond Registrar, shall be made available for exchange, registration and registration of transfer at the Principal Office of the Bond Registrar. The Metropolitan Government shall cooperate with the Tender Agent the Bond Registrar to cause the necessary agreements to be made and thereafter continued whereby the issuer of any Credit Facility, Liquidity Facility and the Remarketing Agent shall be furnished such records and other information at such times as shall be required to enable the Paying Agent, the issuer of any Credit Facility, Liquidity Facility and the Remarketing Agent to perform the duties and the obligations imposed upon them hereunder.

Section 4.10. Notices and Filings. With respect to the Variable Rate Bonds, in each and every case in the Resolution in which notice is required to be given to the Metropolitan Government, the Tender Agent, the Bond Registrar and/or the Holders of Bonds then outstanding, then the applicable notice shall also be given to the Remarketing Agent, the issuer of any Credit Facility, Liquidity Facility, the Qualified Swap Provider, S&P, Fitch and Moody's. Furthermore, with respect to the Variable Rate Bonds, in each and every case in the Resolution in which a filing of a written instrument is required to be made with the Tender Agent or the Bond Registrar or action must be taken by an executed written instrument signed by an Authorized Metropolitan Government Representative, then any such filings shall also be made with, and copies of such written instruments signed by an Authorized Metropolitan Government Representative shall also be delivered to, the Remarketing Agent, the issuer of any Credit Facility, Liquidity Facility, Qualified Swap Provider, S&P, Fitch and Moody's. With respect to the Variable Rate Bonds, in each and every case in this Resolution in which a filing of a written instrument is required to be made to the Tender Agent, the Remarketing Agent, the issuer of any Credit Facility, Liquidity Facility, Qualified Swap Provider and/or the Bond Registrar, if one party is acting in the capacity of more than one of the above mentioned positions, notice to such party in any one of its capacities or positions hereunder shall serve as notice to such party in any of its other capacities or positions hereunder; provided, however, that if any such party shall request that it receive separate notices in each of its capacities, then it shall receive such separate notices. The Metropolitan Government shall give each Rating Agency notice of: (i) any change in the provider of any Credit Facility, the Liquidity Purchaser, the Bond Registrar, the Paying Agent, the Tender Agent or the Remarketing Agent; (ii) expiration, termination or substitution of any Credit Facility or Liquidity Facility; (iii) amendments to the Resolution, any Credit Facility, Liquidity Facility, Tender Agency Agreement and Remarketing Agreement; (iv) redemption and defeasance of the Bonds; (v) Conversion to any rate period not covered by the Liquidity Facility; and (vi) mandatory tender or acceleration of the Bonds.

ARTICLE V
LIQUIDITY FACILITY

Section 5.1. Liquidity Facility. The selection of DEPFA BANK, plc, acting through its New York Branch, as the Initial Liquidity Purchaser through a Request for Proposals is hereby ratified and confirmed. The form, terms and provisions of the Initial Liquidity Facility attached to this Resolution as Exhibit D are hereby approved and the Metropolitan Mayor and the Metropolitan Clerk are hereby authorized, empowered and directed to execute and deliver the Initial Liquidity Facility in the name and on behalf of the Metropolitan Government, in substantially the form of Exhibit D, with such changes therein as shall be approved by the Metropolitan Mayor and the Metropolitan Clerk, their execution thereof to constitute conclusive evidence of their approval of any and all such changes. With respect to Variable Rate Bonds subject to purchase under the Liquidity Facility, the Tender Agent shall draw on the Liquidity Facility in accordance with the provisions of the Liquidity Facility to ensure timely payment of purchase price of tendered Variable Rate Bonds and deposit the proceeds of such drawing in the Bank Bond Purchase Account.

The Tender Agent shall notify the Metropolitan Government and the Paying Agent by telephone, promptly confirmed in writing, of the amounts to be drawn, as soon as practicable and, when possible, at least one day prior to such draw on the Liquidity Facility.

The Tender Agent shall have the obligation to hold and maintain the Liquidity Facility for the benefit of the Owners of Variable Rate Bonds until the Liquidity Facility terminates or expires in accordance with its terms or the Fixed Rate Period has become effective. No Variable Rate Bonds which are Purchased Bonds or which are held on account of the Metropolitan Government or any affiliate thereof shall be entitled to the benefit of the Liquidity Facility, and the Liquidity Facility shall not be drawn upon for the benefit of any such Variable Rate Bonds. If at any time during the term of the Liquidity Facility any successor Tender Agent shall be appointed and qualified under this Resolution, the resigning Tender Agent shall request that the Liquidity Purchaser transfer the Liquidity Facility to said successor Tender Agent. If the resigning Tender Agent fails to make this request, the successor Tender Agent shall do so before accepting appointment. When the Liquidity Facility terminates or expires in accordance with its terms, the Tender Agent (or successor Tender Agent), which is holding the Liquidity Facility, shall immediately surrender it to the Liquidity Purchaser.

Notwithstanding anything contained in this Resolution, the Tender Agent shall not seek to be indemnified with respect to any drawing under the Liquidity Facility pursuant to this Section prior to making any such drawing.

Section 5.2. Release of Liquidity Facility. Except as may be otherwise provided in the Liquidity Facility, the Tender Agent shall not release any then existing Liquidity Facility with respect to Variable Rate Bonds subject to purchase under such Liquidity Facility, unless and until either (1) an Alternate Liquidity Facility has been provided or the principal amount of Variable Rate Bonds Outstanding has been reduced and the release is in exchange for a Liquidity Facility substantially the same as that released, but in a stated amount reflecting said lesser principal amount, (2) the Variable Rate Bonds have been converted to a Fixed Rate in accordance with Section 2.6 and the Metropolitan Government directs such a release, or (3) the Variable Rate Bonds have been defeased in accordance with their terms.

Section 5.3. Tender Agent to Reduce or Terminate Liquidity Facility. The Tender Agent shall, in accordance with the applicable provisions of the Liquidity Facility, take such action (including filing of certificates of reduction) as shall be required to reduce the amounts available for purchase in respect of principal and interest on the Bonds to reflect any permanent reduction in the amount of Variable Rate Bonds Outstanding; provided, however, that the amount available under the Liquidity Facility shall at all times be equal to the Coverage Amount.

Section 5.4. Amendment of Liquidity Facility. The Tender Agent shall notify the Owners, the Remarketing Agent and each Rating Agency of any proposed amendment of a Liquidity Facility which would adversely affect the interests of the Owners or the Tender Agent, and may consent thereto upon receipt of the consent of the Owners of all Variable Rate Bonds then Outstanding which would be affected by the action proposed to be taken, provided, that the Tender Agent shall not, without the unanimous consent of the registered Owners of all Variable Rate Bonds Outstanding, which would be affected by the action proposed to be taken, consent to any amendment, which would (1) decrease the amount of the Liquidity Facility, or (2) reduce the term of the Liquidity Facility. The Tender Agent shall not be required to notify Bondowners or obtain their consent for any proposed amendment to a Liquidity Facility which would not adversely affect their interests, including any extension of the Liquidity Facility and for which it has received confirmation from each Rating Agency rating the Bonds that the ratings on the Bonds will not be reduced or withdrawn. Notwithstanding anything else provided herein an amendment of the Resolution altering the rights and duties of the Liquidity Purchaser under the Resolution shall require the prior written consent of the Liquidity Purchaser.

Section 5.5. References to Liquidity Purchaser. Any provision of this Resolution regarding the consent of, or mandating the direction of action by, the Liquidity Purchaser shall, except as expressly provided, be deemed ineffective if (i) the Liquidity Facility issued thereby is no longer in effect and no amount is due and owing under such Liquidity Facility or (ii) the Liquidity Purchaser has failed to honor a proper draw under the Liquidity Facility.

Section 5.6. [Reserved].

Section 5.7. [Reserved].

Section 5.8. Additional Credit Facility. In its discretion, from time to time, the Metropolitan Government may obtain an Additional Credit Facility to provide credit support for the Variable Rate Bonds. Any such Additional Credit Facility shall be for the account of the Tender Agent, as trustee for the Variable Rate Bondowners.

ARTICLE VI
DEFEASANCE, AMENDMENT AND TAX COVENANT

Section 6.1. Defeasance of Bonds. If the Metropolitan Government shall pay and discharge the indebtedness evidenced by any of the Bonds in any one or more of the following ways, to wit:

(a) By paying or causing to be paid, by deposit of sufficient funds as and when required with the Bond Registrar, the principal of and interest on such Bonds as and when the same become due and payable;

(b) By depositing or causing to be deposited with any trust company or financial institution whose deposits are insured by the Federal Deposit Insurance Corporation or similar federal agency and which has trust powers ("an Agent"; which Agent may be the Bond Registrar) in trust or escrow, on or before the date of maturity or redemption, sufficient money or Defeasance Obligations, as hereafter defined, the principal of and interest on which, when due and payable, will provide sufficient moneys to pay or redeem such Bonds and to pay premium, if any, and interest thereon when due until the maturity or redemption date (provided, if such Bonds are to be redeemed prior to maturity thereof, proper notice of such redemption shall have been given or adequate provision shall have been made for the giving of such notice); or

(c) By delivering such Bonds to the Bond Registrar, for cancellation by it;

and if the Metropolitan Government shall also pay or cause to be paid all other sums payable hereunder by the Metropolitan Government with respect to such Bonds, or make adequate provision therefor, and by resolution of the Governing Body instruct any such Agent to pay amounts when and as required to the Bond Registrar for the payment of principal of and interest and redemption premiums, if any, on such Bonds when due, then and in that case the indebtedness evidenced by such Bonds shall be discharged and satisfied and all covenants, agreements and obligations of the Metropolitan Government to the holders of such Bonds shall be fully discharged and satisfied and shall thereupon cease, terminate and become void.

If the Metropolitan Government shall pay and discharge the indebtedness evidenced by any of the Bonds in the manner provided in either clause (a) or clause (b) above, then the registered owners thereof shall thereafter be entitled only to payment out of the money or Defeasance Obligations deposited as aforesaid.

Except as otherwise provided in this Section, neither Defeasance Obligations nor moneys deposited with the Paying Agent pursuant to this Section nor principal or interest payments on any such Defeasance Obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal and premium, if any, and interest on said Bonds; provided that any cash received from such principal or interest payments on such Defeasance Obligations deposited with the Bond Registrar, (A) to the extent such cash will not be required at any time for such purpose, shall be paid over to the Metropolitan Government as received by the Bond Registrar and (B) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested in Defeasance Obligations maturing at times and in amounts sufficient to pay when due the principal and premium, if any, and interest to become due on said Bonds on or prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over to the Metropolitan Government, as received by the Bond Registrar.

Defeasance of the Variable Rate Bonds during any Interest Period other than the Fixed Rate Period will be subject to the prior receipt of written confirmation from the Rating Agencies then assigning a rating to the Variable Rate Bonds that such defeasance of the Variable Rate Bonds during such Interest Period will not result in the ratings then in effect on the Variable Rate Bonds being reduced or withdrawn.

Section 6.2. Amendment. The Metropolitan Council is hereby authorized to make such amendments to the Resolution as will not impair the rights of the Bondholders.

Section 6.3. Non-Arbitrage Certification. The Metropolitan Government recognizes that the purchasers and owners of the Bonds will have accepted them on, and paid therefor a price that reflects, the understanding that interest thereon is excludable from gross income for purposes of federal income taxation under laws in force on the date of delivery of the Bonds. In this connection, the Metropolitan Government agrees that it shall take no action which may cause the interest on any of said Bonds to be included in gross income for purposes of federal income taxation. It is the reasonable expectation of the Metropolitan Council that the proceeds of the Bonds will not be used in a manner which will cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, and to this end the said proceeds of the Bonds and other related funds established for the purposes herein set out shall be used and spent expeditiously for the purposes described herein. The Metropolitan Council further covenants and represents that in the event it shall be required by Section 148(f) of the Code to pay any investment proceeds of the Bonds to the United States government, it will make such payments as and when required by said Section 148(f) and will take such other actions as shall be necessary or permitted to prevent the interest on the Bonds from being included in gross income for federal income tax purposes. The Metropolitan Mayor and the Director of Finance, or either of them, are authorized and directed to make such certifications in this regard in connection with the sale of the Bonds as either or both shall deem appropriate, and such certifications shall constitute a representation and certification of the Metropolitan Government.

ARTICLE VII
EXECUTION AND DELIVERY OF DOCUMENTS, NOTICES, CONTINUING DISCLOSURE
AND MISCELLANEOUS

Section 7.1. Continuing Disclosure. The Metropolitan Government hereby covenants and agrees that it will provide financial information and material event notices if and as required by Rule 15c2-12 of the Securities Exchange Commission for the Bonds. The Metropolitan Mayor is authorized to execute at the Closing of the sale of the Bonds, an agreement for the benefit of and enforceable by the owners of the Bonds specifying the details of the financial information and material event notices to be provided and its obligations relating thereto. Failure of the Metropolitan Government to comply with the undertaking herein described and to be detailed in said closing agreement, shall not be a default hereunder, but any such failure shall entitle the owner or owners of any of the Bonds to take such actions and to initiate such proceedings as shall be necessary and appropriate to cause the Metropolitan Government to comply with its undertaking as set forth herein and in said agreement, including the remedies of mandamus and specific performance.

Section 7.2. Notices. Except as otherwise provided in this Resolution, all notices, certificates, requests, requisitions or other communications by the Metropolitan Government, the issuer of any Credit Facility, Liquidity Facility, the Tender Agent or the Bond Registrar pursuant to this Resolution shall be in writing and shall be sufficiently given and shall be deemed given by personal delivery or when mailed by registered or certified mail, postage prepaid, and either delivered or addressed as follows: if to the Metropolitan Government, to 107 Metropolitan Courthouse, Nashville, Tennessee 37201 Attn: Director of Finance, Telephone (615) 862-6151, Facsimile (615) 862-6156, with a copy to the Treasurer, 107 Metropolitan Courthouse, Nashville, Tennessee 37201, Telephone (615) 862-6210, Facsimile (615) 862-2810; if to the Paying Agent and Bond Registrar, to Deutsche Bank National Trust Company, Suite 100, 6810 Crumpler Boulevard, Olive Branch, Mississippi 38654, Telephone (662) 890-0117, Facsimile (662) 890-0114; if to the Remarketing Agent, Liquidity Purchaser or the Tender Agent, at such addresses as the Remarketing Agent, Liquidity Purchaser and the Tender Agent shall designate in writing. Any of the foregoing may, by notice given hereunder to each of the others, designate any further or different addresses or telephone numbers to which subsequent notices, certificates, requests or other communications shall be sent hereunder.

Section 7.3 References to Qualified Swap Provider. Any provision of this Resolution regarding a Qualified Swap Provider shall be deemed ineffective if the Qualified Swap delivered thereby is no longer in effect and no amount is due and owing under such Qualified Swap.

Section 7.4. Miscellaneous Acts. The appropriate officers of the Metropolitan Government are hereby authorized, empowered, and directed to do any and all such acts and things, and to execute, acknowledge, deliver, and, if applicable file or record, or cause to be filed or recorded, in any appropriate public offices, all such documents, instruments, and certifications, in addition to those acts, things, documents, instruments, and certifications hereinbefore authorized and approved, as may, in their discretion, be necessary or desirable to implement or comply with the intent of the Resolution, or any of the documents herein authorized and approved, or for the authorization, issuance, and delivery by the Metropolitan Government of the Bonds.

Section 7.5. No Recourse Under Bond Resolution or on Bonds. All stipulations, promises, agreements, and obligations of the Metropolitan Government contained in the Initial Resolutions or the Resolution shall be deemed to be the stipulations, promises, agreements, and obligations of the Metropolitan Government and not of any officer, director, or employee of the Metropolitan Government in his or her individual capacity, and no recourse shall be had for the payment of the principal of or interest on the Bonds or for any claim based thereon or on the Initial Resolution or the Resolution against any officer, director, or employee of the Metropolitan Government or against any official or individual executing the Bonds.

Section 7.6. Partial Invalidity. If any one or more of the provisions of the Bond Resolution, or of any exhibit or attachment thereto, shall be held invalid, illegal, or unenforceable in any respect, by final decree of any court of lawful jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, or of any exhibit or attachment thereto, but the Bond Resolution, and the exhibits and attachments thereto, shall be construed the same as if such invalid, illegal, or unenforceable provision had never been contained herein, or therein, as the case may be.

Section 7.7. Repeal. All resolutions in conflict or inconsistent herewith are hereby repealed insofar as any conflict or inconsistency exists.

Section 7.8. Effective Date. This Resolution shall take effect from and after its adoption, the welfare of the Metropolitan Government requiring it.

Sponsored by: Amanda McClendon

Exhibits and attachments are on file in the Metropolitan Clerk's office.

LEGISLATIVE HISTORY
Referred:	Budget & Finance Committee
Introduced:	April 18, 2006
Substitute Introduced:	April 18, 2006
Adopted:	April 18, 2006
Approved:	April 19, 2006
By: