1. MIDA Bond Sisters of Presentation

officer or officers of the Issuer herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 4.4. FUTlJREAMENDMENTS. The authority to approve. execute and deliver, on behalf of the Issuer, future amendments to financing documents entered into by the Issuer in connection with the issuance of the Bonds is hereby delegated to the Chair of the Board of County Commissioners and County Auditor, subject to the following conditions: (a) such amendments do not materially adversely affect the interests of the Issuer as the issuer of the Bonds; (b) such amendments do not contravene or violate any policy of the Issuer; (c) such amendments are acceptable in form and substance to the Issuer Attorney or other counsel retained by the Issuer to review such amendments; and (d) the Issuer has received an opinion of bond counsel to the effect that the amendments will not adversely affect the tax-exempt character of interest on the Bonds. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this Bond Resolution. The execution of any instrument by the Chair of the Board of County Commissioners or County Auditor, shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the Chair of the Board of County Commissioners or County Auditor, any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the Issuer authorized to act in their place and stead. 4.5. QUALIFIED TAX-EXEMPT QBLlGA TIONS. The Issuer hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of paragraph (3) of Section 265(b) of the Code. The Issuer covenants that the Bonds do not constitute private activity bonds as defined in Section 141 of the Code. and that not more than $10,000,000 aggregate principal amount of obligations the interest on which is excludable (under Section 103(a) of the Code) from gross income for federal income taxes (excluding, however, private activity bonds. as defined in Section 141 of the Code, other than qualified 501(c)(3) bonds as defined in Section 145 of the Code), including the Bonds. have been or shall be issued by the Issuer, including all subordinate entities of the Issuer, during the calendar year 2006. (Remainder o.fthis page intentionally lefl blank.)