2004-54 AUTHORIZING AND APPROVING THE REFUNDING OF OUTSTANDING SERIES 1993 BONDS

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substitute or reinvest to be referred to as a"Subsequent Action") unless the following conditions are satisfied prior to the taking of such Subsequent Action: (a) the Series 1993 Trustee shall have received either(i) a certified copy of the proceedings of the City authorizing the Subsequent Action, or (ii) an opinion of counsel for the City to the effect that such Subsequent Action has been duly authorized by all necessary action on the part of the City; (b) the Series 1993 Trustee shall have received either(i)a copy, duly certified by the Secretary or Assistant Secretary of the Corporation, of a resolution of the board of trustees of the Corporation approving the Subsequent Action or (ii) an opinion of Independent Counsel stating that the Subsequent Action has been approved by all necessary action on behalf of the Corporation; (c} the Series 1993 Trustee shall have received an opinion from a recognized firm of independant certified public accountants to the effect that, after taking the Subsequent Action, the Government Securities and cash available or to be available in the Securities Trust Fund for payment of the Refunded Series 1993 Bonds, together with any income to accrue thereon but without consideration of any reinvestrnent thereof, will remain sufficient to pay the principal of and interest on the Refunded Series 1993 Bonds in the manner provided in Section 301 of this First Supplemental Indenture; (d) the Series 1993 Trustee shall have received an Opinion of Bond Counsel to the effect that (i) the Subsequent Action will not adversely affect any exemption for purposes of federal income t�ation to which interest paid on the Refunded Series 1993 Bonds or the Series 2004 Bonds would otherwise be entitled and (ii) the Subsequent Action will not violate the covenants of the City with respect to arbitrage in the Series 1993 Indenture, of the County with respect to arbitrage in the Series 2004 Indenture, of the Corporation in the Series 1993 Mortgage or of the Corporation in the Series 2004 Loan Agreement; and (e) the Series 1993 Trustee shall have received such other documents and showings as it may reasonably require. The proceeds of any sale, redemption or reinvestment of the Government Securities shall in all cases be reinvested only in United States Government Obligations, which Obligations mature on or before the date on which the amount so invested is required hereunder(as indicated in the most recent verification report of independent certified public accountants delivered with respect to the Securities Trust Fund) and are not callable by the issuer prior to maturity. If after any such Subsequent Action there are any funds on deposit in the Securities Trust Fund which are not needed by the Series 1993 Trustee for the payment when due of the principal of and interest on the Refunded Series 1993 Bonds in accordance with the terms of this First Supplemental Indenture as demonstrated by the accountants' opinion delivered pursuant to subparagraph (c) above, the Series 1993 Trustee shall release such excess funds and any interest earnings thereon from the lien hereof to be used in any manner permitted by and subject to the -7-