06-1648 Extension to Maturity Date of Sales Tax Revenue Note, Series 2004

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ending on the earlier of the date such Note ceased to be outstanding or such adjustment is no longer applicable to such Note (the "Taxable Period") at a rate per annum equal to the equivalent taxable rate as adjusted each year on the anniversary date of the Note in the same manner as the interest rate on the Note was or would be adjusted pursuant to the provisions of the Resolution, and (b) the aggregate amount of interest payable on such Note for the Taxable Period under the provisions of such Note without considering the Determination of Taxability, plus (ii) any penalties and interest paid or payable by such Registered Holder to the Internal Revenue Service by reason of such Determination of Taxability. If the tax laws or regulations are amended to cause the interest on the Note to become taxable to the extent not otherwise taxable on the date of issuance thereof, to be subject to a minimum tax or an alternative minimum tax or to otherwise decrease the yield on the Note to the Registered Holder (directly or indirectly, other than a change as a result of a Determination of Taxability) or if the Note shall not constitute a "qualified tax-exempt obligation" within the meaning of Section 265(b )(3) of the Code, then the Interest Rate on the Note shall be adjusted to cause the yield on the Note to equal what the yield on the Note would have been in the absence of such change or amendment in the tax laws or regulations. If the tax laws or regulations are amended to increase yield on the Note to the Registered Holder, then the Registered Holder shall adjust the interest rate on the Note to cause the yield on the Note to equal what the yield on the Note would have been in the absence of such change or amendment in the tax laws or regulations. The Registered Holder shall promptly notify the Issuer in writing of any adjustments pursuant to this section. Such adjustments shall become effective as of the effective date of the event causing such adjustment. Adjustments pursuant to this section may be retroactive. The Registered Holder shall certify to the Issuer in writing the additional amount, if any, due to the Registered Holder as a result of an adjustment pursuant to this section. Notwithstanding any provision of this section to the contrary, in no event shall the Interest Rate on the Note exceed the maximum rate permitted by law. "Determination of Taxability" shall mean the circumstance of interest paid or payable on the Note becoming includable for federal income tax purposes in the gross income of the Registered Holder as a consequence of any act, omission or event whatsoever and regardless of whether the same was within or beyond the control of the Issuer. A Determination of Taxability will be deemed to have occurred upon (a) the receipt by the Issuer or Registered Holder of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency which holds that any interest payable on the Note is includable in the gross income of such Registered Holder; (b) the issuance of any public or private ruling of the Internal Revenue Service that any interest payable on the Note is includable in the gross income of the Registered Holder; or ( c) receipt by the Issuer or the Registered Holder of an opinion of Note Counsel that any interest on the Note has become includable in the gross income of the Registered Holder for federal income tax purposes. For all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as of which the interest on the Note is deemed includable in the gross income of the Registered Holder. A Determination of Taxability shall not occur solely from the fact that such interest is taken into account in A-S