ex10-d.htm


    
 

    
      

      

    

                                                                                                                            
Exhibit
10(d)
 

    


                                                                                                                                              


     

    SERIES
TRUST AGREEMENT

    for

    AUSTIN
TRUST, SERIES 10001

    


    for

    $27,326,000
Variable Certificates, SERIES 10001

    and

    $25,000
Inverse Certificates, SERIES 10001

    


    Evidencing
an Interest in

    


    
      	
              $4,772,791

              Enhanced
      Custody Receipt,

              Series
      2008 CDB-5E

              Evidencing
      an Interest in

              $5,336,663

              Unenhanced
      Custody Receipt,

              Series
      2008 CDB-5U

              Relating
      to

              $6,054,167

              Nebraska
      Educational Finance Authority Revenue Bond, Series 2004 (Clarkson College
      Project)

            	
              $3,600,665

              Enhanced
      Custody Receipt,

              Series
      2008 CDB-6E

              Evidencing
      an Interest in

              $4,074,764

              Unenhanced
      Custody Receipt,

              Series
      2008 CDB-6U

              Relating
      to

              $4,870,000

              Northwest
      Central Texas Housing Finance Corporation, Multifamily Housing Revenue
      Bonds (Gardens of DeCordova Apartments) Series 2007

            	
              $3,668,124

              Enhanced
      Custody Receipt,

              Series
      2008 CDB-7E

              Evidencing
      an Interest in

              $4,151,105

              Unenhanced
      Custody Receipt,

              Series
      2008 CDB-7U

              Relating
      to

              $4,702,000

              Northwest
      Central Texas Housing Finance Corporation, Multifamily Housing Revenue
      Bonds (Gardens of Weatherford Apartments) Series 2007

            
	 
      	 
      	 
      
	
              $11,748,440

              Enhanced
      Custody Receipt,

              Series
      2008 CDB-8E

              Evidencing
      an Interest in

              $13,300,020

              Unenhanced
      Custody Receipt,

              Series
      2008 CDB-8U

              Relating
      to

              $15,065,000

              Kansas
      Development Finance Authority,

              Multifamily
      Housing Revenue Bonds (Woodland Park Apartments) Series
      2007G-1

            	 
      	
              $3,563,879

              Enhanced
      Custody Receipt,

              Series
      2008 CDB-9E

              Evidencing
      an Interest in

              $4,018,446

              Unenhanced
      Custody Receipt,

              Series
      2008 CDB-9U

              Relating
      to

              $4,550,000

              City
      of Maplewood, Minnesota, Multifamily Housing Revenue Bonds (Woodlynn
      Village Project) Series 2007

            


    

    


    by and
between

    


    BANK OF
AMERICA, NATIONAL ASSOCIATION,

    as
Trustor

    


    and

    


    DEUTSCHE
BANK TRUST COMPANY AMERICAS,

    as
Trustee and Tender Agent

    


    Dated as
of July 3, 2008

                                                                                                                                              


                                                                                                                                              


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SERIES
TRUST AGREEMENT

     

    This
Series Trust Agreement of the Series set forth on the cover page hereof (this
“Series Trust Agreement”), dated as of the date set forth on the cover page
hereof, by and between BANK OF AMERICA, NATIONAL ASSOCIATION, as Trustor, and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and Tender Agent, for the
Variable Certificates (the “Variable Certificates”) and the Inverse Certificates
(the “Inverse Certificates”) (collectively, the Variable Certificates and the
Inverse Certificates, the “Certificates”) described on the cover page hereof,
incorporates by reference the Standard Terms and Provisions of Trust Agreement,
dated as of October 1, 2002 (the “Standard Terms”), attached as Exhibit A hereto, and
is governed by the Standard Terms as fully as if set forth
herein.  All capitalized terms used and not defined herein shall have
the meanings set forth in the Standard Terms.

     

     

    W I T N E
S S E T H:

     

    Section
1.  A Trust is hereby created under the laws of the State of
New York and in the manner specified in Section 2.1 of the Standard Terms for
the benefit of the Holders and Beneficial Owners of the
Certificates.  The assets of the Trust shall consist of the investment
property (referred to herein and in the Standard Terms as the “Bonds”) described
in Schedule I
hereto, all distributions thereon after the Delivery Date, all right, title and
interest in and to the Bonds and such distributions thereon, and all other
rights and privileges granted to the Holders and Beneficial Owners of
Certificates by this Series Trust Agreement and the Standard Terms. Conveyance
of the Bonds to the Trustee by the Seller is intended to be a sale and not a
secured borrowing for all purposes, including without limitation accounting
purposes.

     

    Section
2.  The name of the Trust is AUSTIN Trust of the Series set
forth on the cover page hereof.

     

    Section
3.  The Variable Certificates and Inverse Certificates shall be
issued in substantially the form set forth in Exhibits A and B to
the Standard Terms and shall have the particular characteristics and terms set
forth in Schedule
I hereto and shall be limited obligations of the Trust payable solely
from payments received by the Trustee attributable to the Bonds and the other
rights and assets contained in the Trust.  With respect to each
Maturity of Bonds and subject only to the requirement to issue Certificates in
Authorized Denominations, the sum of the Related Allocable Variable Certificates
Amount and the Stated Amount of the Related Inverse Certificates on the Delivery
Date shall equal the product of (a) the par amount of such Maturity of Bonds on
the Delivery Date and (b) the lesser of (i) the Base Price of such Maturity of
Bonds on the Delivery Date or (ii) 100%.

     

    Section
4.  The Trustee, the Tender Agent and the Trustor shall,
simultaneously with the execution and effectiveness of this Series Trust
Agreement, enter into a Remarketing Agreement, dated as of the date of this
Series Trust Agreement, with Banc of America Securities LLC, which is hereby
designated as the remarketing agent (together with any replacement or successor
thereto, the “Remarketing Agent”).

     

    The
Trustee and the Tender Agent shall, simultaneously with the execution and
effectiveness of this Series Trust Agreement, enter into a Liquidity Agreement,
dated as of the date of this Series Trust Agreement, with Bank of America,
National Association, which is hereby designated as the liquidity provider
(together with any Successor Liquidity Provider, the “Liquidity
Provider”).

     

    Section
5.  The Trustor hereby authorizes the Trustee and the Tender
Agent to execute and deliver a letter of representations in the form customarily
provided to the Securities Depository, dated the Delivery Date of the
Certificates, by and among the Trustee, the Tender Agent, the Trustor, the
Remarketing Agent and the Securities Depository.

     

    Section
6.  The Trustor shall create a Private Placement Memorandum and
a Supplement to Private Placement Memorandum describing the Certificates for use
in the sale of the Certificates.  In addition, if deemed advisable,
the Trustor shall create a Preliminary Supplement to Private Placement
Memorandum describing the Certificates for use in the initial sale of the
Certificates.

     

    Section
7.                      Modifications
to Section 1.1 of the Standard Terms:

     

    The
definition of “Bond Interest Payment Dates” is hereby amended and restated in
its entirety to read as follows:

     

    “Bond
Interest Payment Dates” shall mean, with respect to any Maturity of Bonds, the
date or dates in each year on which interest is payable on the Bonds of such
Maturity and which shall be set forth as such in the related Series Trust
Agreement.  All the Maturities of Bonds underlying a Series are not
required to have the same Bond Interest Payment Dates.

     

    The
definition of “Collection Account” is hereby included in Section 1.1 of the
Standard Terms:

     

    “Collection
Account” shall mean a separate segregated account held by the Trustee for the
deposit of interest payments on the Bonds (other than interest being paid in
connection with a redemption of Bonds) prior to the related Semi-Annual Interest
Payment Date.

     

    The
definition of “Election Letter” is hereby
included in Section 1.1 of the Standard Terms:

     

    “Election Letter” shall mean an election in the form of
Exhibit D to this Series Trust Agreement executed by the Beneficial Owners of
the Related Inverse Certificates.  Any such election shall be
irrevocable and shall bind all future Holders of such Inverse
Certificates.

    


    The
definition of "Maximum Variable Certificates Rate" is hereby amended by adding,
following clause (vi) thereof, the following clause (vii):

    


     

    (vii)           If
a Calculation Period spans more than one calendar month, the Maximum Variable
Certificates Rate shall be computed: (1) for a Variable Certificates Interest
Period that is contained solely within a single calendar month, assuming that
the Calculation Period begins no earlier than the first day of that calendar
month and ends on the last day of that calendar month and (2) for Variable
Certificates Interest Periods that span more than one calendar month, (a)
separately for each portion of the Variable Certificates Interest Period that
falls in any particular calendar month as if such portion were a separate
Variable Certificates Interest Period and each calendar month were a separate
Calculation Period (provided that no such hypothetical separate Calculation
Period shall begin earlier than the beginning of, or end after the end of, the
actual Calculation Period) and (b) the Maximum Variable Certificates Rate shall
be the lowest Maximum Variable Certificates Rate for any such separate Variable
Certificates Interest Period.

     

    The
definition of “Minimum Value Ratio” is hereby included in Section 1.1 of the
Standard Terms:

     

    “Minimum Value Ratio” means, with respect to a Series, the percentage
defined as such in the Series Trust Agreement.

     

     

    The
definition of “Notice Parties” in Section 1.1 of the Standard Terms is hereby
is amended and restated to read in its entirety as follows:

    


    “Notice Parties” shall mean, with respect to any Series, the
Trustor, the Liquidity Provider, the Trustee, the Tender Agent, the Remarketing
Agent and the Beneficial Owner of Inverse Certificates.

     

    The
definition of “Reimbursement Agreement” is hereby included in Section 1.1 of the
Standard Terms:

     

    “Reimbursement Agreement” means any agreement a purpose of which is to
provide reimbursement to the Liquidity Provider for amounts paid by the
Liquidity Provider under the Liquidity Agreement and shall include any ISDA
Master Agreement, Schedule, Confirmation and Credit Support Document between the
Liquidity Provider and the Holder of the Inverse Certificates, or any
reimbursement agreement substituted therefor.

    


    The
definition of “Semi-Annual Interest Payment Date” is hereby included in Section
1.1 of the Standard Terms:

     

    “Semi-Annual
Interest Payment Date” shall mean each semi-annual payment date set forth on
Schedule I attached hereto.

     

    The
definition of “Value Ratio” is hereby included in Section 1.1 of the
Standard Terms:

     

    “Value Ratio”  means, with respect to a Series, a
percentage equal to the fair market value of the Bonds related to such Series of
Variable Certificates as determined based on a Quotation of Bond Price, divided
by the Stated Amount of Variable Certificates of such Series.

    


    Section
8.  A Reimbursement Agreement has been entered into with
respect to the Series governed by this Series Trust Agreement.

    


     

    Section 9. Section
2.3 of the Standard Terms is hereby replaced in its entirety with the
following:

     

    Section
2.3                                Obligations of Trustee and
the Trustor

     

    
      	
              (a)  

            	
              With
      respect to each Series of Certificates, the Trustee has no obligation with
      respect to the Bonds or any Liquidity Agreement except as expressly
      provided in the Agreement.

            


    

     

    
      	
              (b)  

            	
              If
      the State Partnership Factors shall have been adopted, the Trustor (but no
      other Holder of Certificates) shall be liable without limitation for all
      debts and obligations of, and claims against, the Trust (other than those
      referred to in Section 13 below);
      provided that the
      Trustor shall not be responsible for the payment to Holders of
      Certificates of any amount which represents, directly or indirectly,
      principal, interest or premium with respect to the Bonds or the Purchase
      Price.

            


    

     

    
      	
              (c)  

            	
              If
      the State Partnership Factors shall not have been adopted, the Trustor
      shall not be liable for the debts and obligations of, or any claims
      against, the Trust, except that the Trustor shall be liable for penalties
      imposed on the Trust and other costs of the Trust arising from any failure
      to duly and timely file tax returns or information reports (including the
      abbreviated form 1065 referred to in Section 10 of the Series Trust
      Agreement).

            


    

     

    Section
10.  Election under Revenue
Procedure 2003-84.

    


    
      	
              (1)  

            	
              The
      Election.

            


    

     

    
      	
              (a)  

            	
              The
      Trust is making an election  (the “Monthly Closing Election”)
      under Revenue Procedure 2003-84, effective as of the later of the date the
      Trust has more than one owner for tax purposes and the date the Trust has
      more than a de
      minimis amount of assets (the “Start-Up Date”).  This
      election is binding on all present and future Holders and Beneficial
      Owners of Certificates, and other persons treated as partners in the Trust
      for federal income tax purposes and each of their nominees (each, a
      “Partner” for this purpose) and each Partner, by acceptance of its
      Certificate or interest therein, is deemed to consent to this
      election.

            


    

     

    
      	
              (b)  

            	
              The
      Trust shall not have any income producing assets and shall not earn any
      income prior to its Start-Up Date.  The Trust shall not file a
      tax return for the period prior to the Start-Up
  Date.

            


    

     

    
      	
              (c)  

            	
              Notwithstanding
      Section 2.5(b) of the Standard Terms, the Trust shall not (and no person
      is authorized on behalf of the Trust to) elect to be an association
      taxable as a corporation for federal income tax purposes nor make an
      election under section 761(a) of the Code to be excluded from subchapter K
      of chapter 1 of the Code.

            


    

     

    
      	
              (d)  

            	
              Section
      2.5(e) of the Standard Terms is hereby replaced in its entirety with the
      following:

            


    

     

    For
purposes of maintaining capital accounts and all income tax purposes, including
the Trust’s deemed closing of its books at the end of each calendar month under
Treasury Regulation § 1.706-1(c)(2) that is required by section 6 of Revenue
Procedure 2003-84, the Trust’s tax-exempt income, taxable income, gain, loss,
deduction, and credit will be allocated as for federal income tax and applicable
state and local franchise and income tax purposes as follows:

     

    
      	
              (i)  

            	
              Interest
      on the Bonds (including accrued original issue discount) for any period
      shall be allocated:

            


    

     

    
      	
              (1)  

            	
              first, to the
      Holders of Variable Certificates, an amount equal to accrued interest
      distributable for such period on the Variable Certificates at the Variable
      Certificates Rate, and

            


    

     

     

    
      	
              (2)  

            	
              second, to the
      Holders of the Related Inverse Certificates, the remaining interest on the
      Bonds;

            


    

     

    
      	
              (ii)  

            	
              Gain
      on the sale or redemption of the Bonds of any Maturity shall be
      allocated:

            


    

     

    
      	
              (1)  

            	
              to
      the extent any gain on the sale of such Bonds is treated as ordinary
      income under Section 1276 of the Code, 100% to the Holders of the Related
      Inverse Certificates,

            


    

     

    
      	
              (2)  

            	
              to
      the extent any gain on the sale or deemed sale of such Maturity of Bonds
      is required to be shared with the Holders of the Variable Certificates
      pursuant to this Agreement, to the Holders of the Variable Certificates
      that share in the distribution of such amounts,
  and

            


    

     

    
      	
              (3)  

            	
              to
      the extent of the balance of all other gain, to the Holders of the Related
      Inverse Certificates;

            


    

     

    
      	
              (iii)  

            	
                Loss
      recognized on the sale of the Bonds of any Maturity shall be allocated
      100% to the Holders of the Related Inverse Certificates (except to the
      extent the loss is borne economically by other Partners in which case it
      will be allocated to that extent to such other
  Partners);

            


    

     

    
      	
              (iv)  

            	
                Unrecognized
      loss on any in-kind distribution of the Bonds of any Maturity shall be
      allocated to the Holders of Variable Certificates and Related Inverse
      Certificates in a manner that reflects their respective interests in the
      Trust and the Bonds, their shares of the Bonds distributed, and the
      effects on their respective interests of such distribution (taking account
      of all facts and circumstances);
and

            


    

     

    
      	
              (v)  

            	
              All
      expenses of the Trust (including all Amortized Premium on the Bonds to the
      extent treated as a separate item of expense of the Trust) shall be
      allocated 100% to the Holders of the Related Inverse
      Certificates.

            


    

     

    
      	
              (vi)  

            	
              All
      of the allocations set out above are intended to be made in accordance
      with section 704(b) of the Code.  If allocation of the Trust’s
      tax-exempt income, taxable income, gain, loss, deduction, and credits
      provided above would not be in accordance with section 704(b) of the Code,
      then allocations shall be made in a manner that is in accordance with
      section 704(b) of the Code.  If the Trustor believes in its sole
      judgment that such other allocations are required it shall promptly give
      notice to Holders (or, in the case of Certificates held by a regulated
      investment company (as defined in Section 851(a) of the Code) (each, a
      “RIC”) with respect to which an election is in place for a manager (the
      “Electing Manager”) to be responsible for collecting, retaining, and
      providing beneficial ownership information to the Internal Revenue Service
      (the “IRS”), the Trustor shall promptly give notice to the Electing
      Manager).

            


    

     

    
      	
              (2)  

            	
              Limitations on
      Activities and Income and Expense of the
  Trust.

            


    

     

    Notwithstanding
anything herein or in the Standard Terms to the contrary:

     

    
      	
              (a)  

            	
              the
      Trust shall not acquire any asset unless the Trustee has received an
      Officer’s Certificate of the Trustor that the acquisition of that asset
      will not cause less than 95 percent of the Trust’s gross income (for this
      purpose, including the gross amount of interest income that is excluded
      from gross income) to be (or reasonably expected to be)
    from:

            


    

     

    
      	
              (i)  

            	
              interest
      on tax-exempt obligations as defined in section 1275(a)(3) of the Code and
      Treasury Regulation § 1.1275-1(e),

            


    

     

    
      	
              (ii)  

            	
              exempt-interest
      dividends as defined in section 852(b)(5) of the Code that are paid by a
      RIC, and

            


    

     

    
      	
              (iii)  

            	
              gain
      from the sale, redemption, or other disposition of assets generating the
      income described in clauses (i) and (ii), above, and income from the
      temporary investment (for a period no greater than seven months) of the
      proceeds of the disposition, but only if the assets that are sold,
      redeemed, or disposed are original assets of the Trust.  For
      this purpose, an asset is an original asset of the Trust if the asset is
      contributed to the Trust or is acquired with capital contributed to the
      Trust (and not with the proceeds of the sale, redemption, or other
      disposition of a Trust asset).

            


    

     

    The Trust
shall distribute (or make payments of expenses with) the proceeds of any of the
assets that are sold, redeemed, or disposed of, and shall not reinvest such
proceeds unless otherwise permitted and in any event shall not invest such
proceeds other than (1) for a temporary period (not exceeding seven months)
prior to distribution (or payment) in investments having a remaining maturity of
less than seven months and maturing on or before the next Variable Certificates
Interest Payment Date (or date when expenses are expected to be paid) or (2)
reinvestment in a fund commonly known as a tax-exempt money market fund (very
generally, a RIC that seeks to maintain a stable net asset value per share of
$1.00 and pay solely exempt-interest dividends as defined in section 852(b)(5)
of the Code), but nothing in this sentence implies that any such right to
reinvest exists.  The Trust may assume that amounts treated as
interest for federal income tax purposes on fixed income investments for which
an Opinion of Counsel was rendered satisfy the requirement of clause (i) of
Section (2)(a) until it has received notice from its tax advisors or the Trustor
or Remarketing Agent to the contrary.

     

    
      	
              (b)  

            	
              The
      Trust shall not incur any liability or expense, if doing so would prevent
      substantially all of the Trust’s expenses and deductions from being
      properly allocable to:

            


    

     

    
      	
              (i)  

            	
              producing,
      collecting, managing, protecting, and conserving the income described in
      Section (a)(i), (ii), or (iii),
above,

            


    

     

    
      	
              (ii)  

            	
              acquiring,
      managing, conserving, maintaining, or disposing of property held for the
      production of the income described in Section 8(2)(a)(i), (ii), or (iii),
      above, and

            


    

     

    
      	
              (iii)  

            	
               servicing
      the equity in the Trust, and

            


    

     

    
      	
              (iv)  

            	
              Payments
      of Remarketing and Liquidity Charges and Trustee Fees comply with Section
      8(2)(b).  Furthermore, for purposes of Section 8(2)(b), the
      costs of collecting, managing, computing, and supplying the information
      required, under Revenue Procedure 2003-84, to be provided to the IRS and
      to the Partners, shall not be taken into
  account.

            


    

     

    
      	
              (3)  

            	
              Initial
      Filing.

            


    

     

    
      	
              (a)  

            	
              In
      connection with its formation, the Trust shall obtain an employer
      identification number.  The Trustor and, at the Trustor’s
      direction, the Trustee, and each of their accountants, are each authorized
      to obtain such number and each of the foregoing is authorized to delegate
      such authority to its agents.  Each Partner, by acceptance of
      its Certificate or interest therein, is deemed to consent to the
      foregoing.

            


    

     

    
      	
              (b)  

            	
              The
      Trust shall file an abbreviated Form 1065, “U.S. Return of Partnership
      Income,” as required by, and in the format outlined in section 8.01 of,
      Revenue Procedure 2003-84, for its first taxable year as soon as
      reasonably possible after the Start-Up Date but in no event later than the
      date that the partnership's income tax return for that taxable year would
      ordinarily be due.  The Trustor and, at the Trustor’s direction,
      the Trustee, and each of their accountants, are each authorized to sign
      the abbreviated Form 1065, and each of the foregoing is authorized to
      delegate such authority to its agents.  Each Partner, by
      acceptance of its Certificate or interest therein, is deemed to consent to
      the foregoing and to authorize the filing of the abbreviated Form 1065 on
      behalf of the Trust and itself.  Copies of the abbreviated Form
      1065 will be made available to Partners upon
  request.

            


    

     

    
      	
              (4)  

            	
              Information Reporting
      and Record Retention.

            


    

     

    
      	
              (a)  

            	
              The
      Trust shall, within 45 days of a request by the IRS or a Partner (or a
      Beneficial Owner or nominee of a Beneficial Owner of a Certificate), make
      available all the information necessary to compute a Partner’s monthly
      tax-exempt income, taxable income, gain, loss, deduction, or credit,
      including sufficient information for a partner to determine the portion of
      the tax-exempt interest that may be subject to the alternative minimum tax
      and information regarding each Partner’s share of any bond premium
      amortization under section 171 of the Code, any market or original issue
      discount, and capital gain or loss.  The Trust shall not charge
      any fee to the IRS or a Partner for providing the information required to
      be provided by this paragraph.  If any Partner specifically
      requests such information for any tax reporting reason, however, the
      Trustor may charge such Partner a reasonable fee (disclosed in advance)
      but not the IRS) for providing any information required to be provided to
      or on behalf of such Partner by Section
8(4)(a).

            


    

     

    
      	
              (b)  

            	
              Except
      in the case of a RIC with respect to which a manager or advisor (an
      “Electing Manager”) has elected under section 8.04 of Revenue Procedure
      2003-84 to be responsible for collecting, retaining and providing to the
      IRS the beneficial ownership information otherwise required to be
      collected, retained and provided to the IRS, each Holder, Beneficial Owner
      of a Certificate or Partner on whose behalf another person holds an
      interest in a Certificate as a nominee shall, and by its acceptance of its
      Certificate or any interest therein is deemed to agree to, notify the
      Trustor on behalf of the Trust of its beneficial ownership of a
      Certificate and provide the Trustor on behalf of Trust all information as
      required by section 8.04 of Revenue Procedure 2003-84 substantially
      contemporaneously with, or immediately following, the acquisition of any
      Certificate.  No particular format is required of such notice;
      provided,
      however, such notice must be in writing, by fax, e-mail, or other similar
      electronic communication medium and in a format reasonably satisfactory to
      the Trust (or its designated
agent).

            


    

     

    Each
Electing Manager shall, and by notifying the Trust of its election is deemed to
agree to, collect, retain and provide to the IRS or the Trust the information
required to be collected, retained and provided to the IRS or the Trust as
required under Revenue Procedure 2003-84.  In addition, each Electing
Manager shall (or cause one of its agents to) notify the Trust (or its
designated agent) of the names, CUSIP numbers or other identifying information
and amounts of Certificates that are owned or have been owned by all of the
regulated investment companies that it manages or advises (i) either (a)
substantially contemporaneously with, or immediately following, the acquisition
of any Certificate or (b) otherwise, at least quarterly and (ii) within 10
business days of a request for such information if the IRS (or a regulated
investment company it manages) has requested such information from the Trust or
the Sponsor.  No particular format is required of such notice, provided, however, that such
notice must be in writing, by fax, e-mail, or other similar electronic
communication medium and in a format reasonable satisfactory to the Trust (or
its designated agent).

     

    
      	
              (c)  

            	
              The
      Trust shall retain sufficient records, including records regarding the
      legal and beneficial ownership of Certificates provided to it by Partners
      and by Electing Managers, to comply with its obligations under Revenue
      Procedure 2003-84.

            


    

     

    Section
11.  Intention of the Parties;
Notification.

    


               It
is the intention of the parties hereto that Sections 10-12 of this Series Trust
Agreement fulfill the requirements of making a Monthly Closing Election under
Revenue Procedure 2003-84 and shall be interpreted consistently
therewith.

     

               The
Trustor will notify the Holders or Beneficial Owners of the Certificates or
their nominees (or, in the case of Certificates held by a regulated investment
company with respect to which an election is in place for a manager to be
responsible collecting, retaining, and providing beneficial ownership
information to the IRS, the Trustor will notify the Electing Manager) and the
Trustee if it becomes aware (in its sole but reasonable judgment) that there is
a material risk that the Trust does not qualify for the Monthly Closing
Election.

     

    Section
12.  Trustor’s Obligations with
respect to Revenue Procedure 2003-84.

     

    
      	
              (1)  

            	
              Obligations of the
      Trustor.  Notwithstanding anything herein or in the
      Standard Terms to the contrary, the Trustor (and not the Trustee) shall
      undertake, on behalf of the Trust, the Trust’s obligations under Revenue
      Procedure 2003-84 (or successor guidance), including the obligations of
      the Trust under Section 11 of the Series Trust Agreement
    to:

            


    

     

    
      	
              (a)  

            	
              obtain
      (or cause to be obtained) a taxpayer identification number for the
      Trust;

            


    

     

    
      	
              (b)  

            	
              file
      (or cause to be filed) an abbreviated Form 1065, “U.S. Return of
      Partnership Income,” for the Trust’s first taxable
  year;

            


    

     

    
      	
              (c)  

            	
              provide,
      within 45 days of a request by the Internal Revenue Service or a Partner,
      all the information necessary to compute a partner’s income which is
      excluded from gross income for purposes of federal income taxes, taxable
      income, gain, loss, deduction, or credit, including sufficient information
      for a Partner to determine the portion of the interest which is excluded
      from gross income for purposes of federal income taxes that may be subject
      to the alternative minimum tax and information regarding each partner’s
      share of any bond premium amortization under section 171 of the Code, any
      market or original issue discount, and capital gain or
    loss;

            


    

     

    
      	
              (d)  

            	
              retain
      sufficient records, including records regarding the beneficial ownership
      of Certificates provided to it by a Partner and by Electing Managers as
      required by Revenue Procedure 2003-84, to comply with its obligation to
      provide information for as long as the Trust is required to provide such
      information.; and

            


    

     

    
      	
              (e)  

            	
              at
      the request of the Trustee, confirm whether or not an expense or liability
      to be incurred by the Trust would prevent substantially all of the Trust’s
      expenses and deductions from being properly allocable pursuant to the
      provisions of Section 8(2)(b)
hereof.

            


    

     

    
      	
              (2)  

            	
              Cooperation.  The
      Trustee will cooperate with the Trustor and provide the Trustor with
      information available to it that may be reasonably necessary or helpful
      for the Trustor to comply with its obligations under Section 13 of the Series Trust
      Agreement.

            


    

     

    Section
13.   Section 3.2(a) of the Standard Terms is hereby
amended and restated in its entirety to read as follows:

    


     “(a)           With
respect to each Series, interest on the Bonds shall be distributed as provided
in Section 3.2(b) on each Semi-Annual Interest Payment Date; provided, that if the Trustee
on the Semi-Annual  Interest Payment Date has not confirmed receipt of
such interest in immediately available funds, notwithstanding any other
provision hereof, such distribution may be delayed until the Business Day on
which the Trustee confirms receipt of immediately available funds; and provided
further that if the Semi-Annual  Interest Payment Date is not a
Business Day, then the interest distribution otherwise payable on such
Semi-Annual  Interest Payment Date shall be payable on the Business
Day next succeeding such Semi-Annual  Interest Payment Date or the
Business Day succeeding such Semi-Annual  Interest Payment Date on
which the Trustee confirms receipt of interest in immediately available funds,
whichever is later, as though paid on such Semi-Annual Interest Payment
Date.

    


    Interest
payments on the Bonds received by the Trustee during each such semi–annual
period prior to a Semi-Annual Interest Payment Date (other than interest being
paid in connection with a redemption of Bonds) shall be deposited by the Trustee
into the Collection Account and remain uninvested.  Upon termination
of the Trust and payment in full of all interest payable on the Variable
Certificates, any amounts remaining in the Collection Account shall be
distributed to the Holders of the Inverse Certificates.

    


    Notwithstanding
the foregoing provisions with respect to the semi-annual payment of interest on
the Certificates, the Trustee will distribute payments identified to the Trust
by the paying agent for the Bonds as payments of principal and premium on the
Bonds not later than the Business Day following Trustee’s receipt of such
payments, as required by the Standard Terms.

    


    The
Trustor hereby grants to the Trustee a first-priority security interest in the
Collection Account, the Bonds and other financial assets credited thereto, and
all proceeds thereof.”

    


    A new
Section 3.2(c) is hereby added to the Standard Terms immediately following
Section 3.2(b) thereof, as follows:

    


    “(c)           With
respect to each Series, amounts received by the Trustee with respect to the
Related Bonds that have been identified to the Trustee as payments received from
or on behalf of the applicable Issuer (rather than from the related Principal
Credit Source), after reimbursement in full of the related Principal Credit
Source for the amount of the related drawing(s) on the applicable Credit
Enhancement, shall be distributed to Holders of the Inverse Certificates of such
Series.”

    


    Section
14.   Section 3.3 of the Standard Terms is hereby amended
by adding, following clause (d) thereof, the following clause (e):

    


    (e)           Any
change in the Remarketing Agent Fee Rate and the Liquidity Fee Rate and any
material change in the Trustee Fee Rate shall require the consent of the Inverse
Certificates Holder.

    


    Section
15.   Section 3.4 of the Standard Terms is hereby amended
and restated in its entirety to read as follows:

    


    “Section
3.4.                                Interest Distributable on
Variable Certificates.  Interest distributions on the Variable
Certificates will be made on each Semi-Annual Interest Payment Date or other
date on which interest is distributed pursuant to Section 3.2(a) (each, a
“Variable Certificates Interest Payment Date”), in arrears for interest which
shall have accrued in the Calculation Period ending on the day before the
related Semi-Annual Interest Payment Date and shall be the amount determined as
the “Variable Certificates Interest Amount” by the Trustee.  Such
interest shall be payable to Holders of record as of the related Regular Record
Date to the extent of interest on the Bonds, if any, received and distributed by
the Trustee on or about such Variable Certificates Interest Payment Date
pursuant to Section 3.2.  The Variable Certificates Interest Amount in
respect of each Calculation Period for each Variable Certificate shall be
calculated on the Actual/Actual Basis by multiplying the Stated Amount of such
Variable Certificates by the Variable Certificates Rate or Rates in effect from
time to time for such Calculation Period.”

     

    Section
16.   Section 5.2(d)(vi) of the Standard Terms is amended
and restated to read in its entirety as follows:

     

    (vi)           in
the case of any other Mandatory Tender Event, a Business Day at least 5 days
after the notice required by this subsection (d); provided, however, that such
Mandatory Tender Date shall not be less than five days prior to the Liquidity
Agreement Termination Date.

     

    Section
17.   Sections 5.2(h) and
5.2(i) are amended and restated in their entirety to read as follows,
respectively:

    


    (h)  On the Mandatory Tender Date (other than
with respect to a Mandatory Tender Event under Section 5.2(a)(xi) through
(xiv)), the Trustee shall proceed to cause the sale of or deliver out the Bonds
of each affected Maturity separately as follows:

     

    (i)           If the Election Letter states that the provisions of
clause (i) of Section 5.2(h) shall apply and the Quotation of Bond Price,
including accrued interest, with respect to such Maturity required by Section
5.2(e) is such that, if all the Bonds of such Maturity were sold at such
Quotation of Bond Price, the total proceeds would result, if distributed in
accordance with Section 5.2(i), in the Liquidity Provider receiving less than an
amount equal to the Stated Amount of the Variable Certificates subject to
mandatory tender on such Mandatory Tender Date plus accrued interest thereon at
the Variable Certificates Rate multiplied by the Related Allocation Fraction on
the Mandatory Tender Date:

     

     

    (A)           the Trustee shall instruct the Remarketing Agent to sell
a principal amount of the Bonds of such Maturity sufficient to pay the accrued
and unpaid Trustee Fee and Remarketing and Liquidity Charges with respect to the
Certificates to the date of such delivery multiplied by the Related Allocation
Fraction;

     

     

    (B)           the Trustee shall instruct DTC to transfer an amount of
the Bonds of such Maturity as promptly as practicable through the facilities of
DTC to the Liquidity Provider such that the Liquidity Provider receives a
principal amount of the Bonds of such Maturity with a market value (based on
such Quotation of Bond Price) equal to the Stated Amount of Variable
Certificates subject to mandatory tender on such Mandatory Tender Date plus
accrued interest thereon at the Variable Certificates Rate multiplied by the
Related Allocation Fraction; and

     

    (C)           any remaining Bonds and proceeds from the sale of Bonds
pursuant to clause (A) shall be distributed to the Holders of Related Inverse
Certificates.

     

    (ii)           If the Election Letter states that the provisions of
clause (i) of Section 5.2(h) shall apply and the Quotation of Bond Price,
including accrued interest, with respect to such Maturity required by Section
5.2(e) is such that, if all the Bonds of such Maturity were sold at such
Quotation of Bond Price, the total proceeds would result, if distributed in
accordance with Section 5.2(i), in the Liquidity Provider receiving at least an
amount equal to the Stated Amount of the Variable Certificates subject to
mandatory tender on such Mandatory Tender Date plus accrued interest thereon at
the Variable Certificates Rate multiplied by the Related Allocation Fraction,
the Remarketing Agent shall sell the Bonds of such Maturity in such manner as
the Remarketing Agent deems advisable at the highest obtainable price under
current market conditions, on the Mandatory Tender Date, any such sale to
conform to the further requirements set forth herein. 

     

    (iii)           If the Election Letter states that the provisions of
clause (iii) of Section 5.2(h) shall apply (or no Election Letter is delivered)
and the Quotation of Bond Price, including accrued interest, with respect to
such Maturity required by Section 5.2(e) is such that, if all the Bonds of such
Maturity were sold at such Quotation of Bond Price, the total proceeds would
result, if distributed in accordance with Section 5.2(i), in either the
Liquidity Provider receiving less than an amount equal to the Stated Amount of
the Variable Certificates subject to mandatory tender on such Mandatory Tender
Date plus accrued interest thereon at the Variable Certificates Rate multiplied
by the Related Allocation Fraction or the Inverse Certificates receiving less
than an amount equal to the Stated Amount thereof, on the Mandatory Tender
Date:

     

     

    (A)           the Trustee shall instruct the Remarketing Agent to sell
a principal amount of the Bonds of such Maturity sufficient to pay the accrued
and unpaid Trustee Fee and Remarketing and Liquidity Charges with respect to the
Certificates to the date of such delivery multiplied by the Related Allocation
Fraction;

     

     

    (B)           the Trustee shall instruct DTC to transfer an amount of
the Bonds of such Maturity as promptly as practicable through the facilities of
DTC to the Liquidity Provider and Beneficial Owners Selected by Lot of Related
Inverse Certificates, such that the Liquidity Provider and Beneficial Owners
Selected by Lot of Related Inverse Certificates each receives a pro rata
principal amount of the Bonds of such Maturity based on the aggregate Stated
Amount of Variable Certificates and the aggregate Stated Amount of the Related
Inverse Certificates, in each case multiplied by the Related Allocation
Fraction; and

     

    (C)           any remaining Bonds and proceeds from the sale of Bonds
pursuant to clause (A) shall be distributed to the Holders of Related Inverse
Certificates.

     

    (iv)           If the Election Letter states that the provisions of
clause (iii) of Section 5.2(h) shall apply (or no Election Letter is delivered)
and the Quotation of Bond Price, including accrued interest, with respect to
such Maturity required by Section 5.2(e) is such that, if all the Bonds of such
Maturity were sold at such Quotation of Bond Price, the total proceeds would
result, if distributed in accordance with Section 5.2(i), in the Liquidity
Provider receiving at least an amount equal to the Stated Amount of the Variable
Certificates subject to mandatory tender on such Mandatory Tender Date plus
accrued interest thereon at the Variable Certificates Rate multiplied by the
Related Allocation Fraction and the Inverse Certificates receiving at least an
amount equal to the Stated Amount thereof, the Remarketing Agent shall sell the
Bonds of such Maturity in such manner as the Remarketing Agent deems advisable
at the highest obtainable price under current market conditions, on the
Mandatory Tender Date, any such sale to conform to the further requirements set
forth herein.

    


    (i)           On the Mandatory Tender Date, the proceeds of the sale,
if any, of each Maturity separately pursuant to Section 5.2(h)(ii) or (iv) shall
be distributed in the following order of priority, each priority being fully
paid before proceeds are used to pay any lower priority and no payment being
made on any priority if the proceeds have been exhausted in the payment of
higher priorities:

     

    (A) to the Trustee, the accrued Trustee Fee multiplied
by the Related Allocation Fraction;

     

    (B)(1) if the Election Letter states that the provisions
of clause (i) of Section 5.2(h) shall apply, to the Liquidity Provider an amount
equal to the Stated Amount of the Variable Certificates purchased with funds
provided under the Liquidity Facility by the Liquidity Provider multiplied by
the Related Allocation Fraction, and (2) if the Election Letter states that the
provisions of clause (iii) of Section 5.2(h) shall apply (or no Election Letter
is delivered), to the Liquidity Provider an amount equal to the Stated Amount of
the Variable Certificates purchased with funds provided under the Liquidity
Facility by the Liquidity Provider multiplied by the Related Allocation Fraction
and to the Inverse Certificates an amount equal to the Stated Amount thereof on
a pari passu
basis;

     

    (C) to the parties entitled thereto, an amount equal to
the accrued Remarketing and Liquidity Charges multiplied by the Related
Allocation Fraction;

     

    (D)  to the Holders of the Related Inverse
Certificates, an amount up to but not exceeding the aggregate amount of any
Accrued Market Discount, Accrued OID and Unamortized Premium on the Bonds of
such Maturity;

     

    (E)  to the Holders of Variable Certificates
tendered on the Mandatory Tender Date and, except in the case of a Mandatory
Tender Event under Section 5.2(a)(i) or (v) with respect to less than all the
Maturities, to Liquidity Variable Certificates outstanding at the opening of
business on the Mandatory Tender Date, an amount equal to the product of (x)
10%, (y) a fraction the numerator of which is the Related Variable Certificates
amount and the denominator of which is the aggregate principal amount of Bonds
for such Maturity, and (z) the excess, if any, of the sale price (not including
accrued interest) over the Bond Base Price of such Maturity;
and

     

    (F)  to such Holders of Related Inverse
Certificates, the balance remaining.

     

    Section
18.   Article VI of the Standard Terms is hereby amended
as follows:

    


    The
reference to "fourteen (14) days" in Section 6.2(iv) of the Standard Terms is
hereby deleted and replaced with "five (5) Business Days ".

     

    The
following Section 6.3 is hereby added to the Standard Terms following Section
6.2 thereof:

    


    Section
6.3: Increase or Decrease of Variable Certificate/Inverse Certificate
Ratio.

     

    (a) Any
Holder of all the Outstanding Inverse Certificates of a particular Maturity and
any Stated Amount of Variable Certificates may obtain, on any Variable
Certificates Interest Payment Date or any Rate Determination Date, additional
Inverse Certificates for such Maturity with a Stated Amount of Inverse
Certificates equal to the Stated Amount of such Variable
Certificates.  In order to obtain such Inverse Certificates, the
Inverse Certificates Holder shall deliver notice to the Trustee (with a copy to
the Remarketing Agent and the Liquidity Provider) in the form of Exhibit C to
the Series Trust Agreement at least five Business Days prior to such date of
delivery.  On the Business Day following receipt of such notice, the
Trustee shall transmit a copy of such notice to the Securities Depositories for
transmission to the Holders of Certificates.  The Inverse Certificates
Holder shall deliver such Variable Certificates free to the Trustee by
book-entry transfer, and shall pay to the Trustee any tax or other governmental
or Securities Depository charge that may be imposed in relation to the
transfer.

     

    (b) Upon
satisfaction of the requirements of Section 6.3(a), the Trustee on behalf of the
Trust shall, on the Variable Certificates Interest Payment Date or the Rate
Determination Date specified in the notice delivered by such Holder, execute
additional Inverse Certificates for such Maturity with a Stated Amount of
Inverse Certificates equal to the Stated Amount of Variable Certificates,
deliver the same to the Holder as specified in such notice and cancel the
Variable Certificates so delivered.

     

    (c) If a
notice has been delivered to the Trustee pursuant to Section 6.3(a), then any
Holder of all Outstanding Inverse Certificates of a particular Maturity may
obtain, on any Variable Certificates Interest Payment Date or any Rate
Determination Date, delivery of additional Variable Certificates of such
Maturity by:

     

    (i) causing
the Securities Depository to deliver a specified Stated Amount of Inverse
Certificates free to the Trustee by book-entry transfer into the Trustee’s
accounts at such Securities Depository;

     

    (ii) delivering
a notice to the Trustee in the form of Exhibit C at least 10 Business Days prior
to such date of delivery, which notice shall specify the new Variable
Certificate/Inverse Certificate ratio for such Maturity;

     

    (iii) paying to
the Trustee a sum sufficient to pay any tax or other governmental or Securities
Depository charge or any other charges that may be imposed in relation thereto;
and

     

    (iv) delivering
or causing to be delivered to the Trustee the written consent of the Liquidity
Provider to such execution and delivery of additional Variable Certificates and
evidence that the Amount Available under the Liquidity Agreement has been
increased to reflect the issuance of the additional Variable Certificates in
accordance with the terms of the Standard Terms and the Liquidity
Agreement.

     

    The
Trustor shall also deliver to the Trustee a certificate of the Trustor
demonstrating that the Variable Certificates Rate, following the delivery of the
additional Variable Certificates, (y) if such delivery is on a Variable
Certificates Interest Payment Date, will not exceed the Maximum Variable
Certificates Rate or (z) if such delivery is on an Rate Determination Date, will
not exceed the Maximum Variable Certificates Rate assuming that the issuance of
the additional Variable Certificates had occurred as of the immediately
preceding Bond Interest Payment Date.

     

    On the
Business Day following receipt of any notice pursuant to the foregoing clause
(ii), the Trustee shall transmit a copy of such notice to the Remarketing Agent
and to the Securities Depositories for transmission to the Holders of
Certificates.

     

    (d) Upon
satisfaction of the requirements of Section 6.3(c), the Trustee on behalf of the
Trust shall, on the Variable Certificates Interest Payment Date or the Rate
Determination Date specified in the notice delivered by such Holder, execute
additional Variable Certificates with a Stated Amount equal to the Stated Amount
of the Inverse Certificates delivered to the Trustee by such Holder, deliver the
same to such Holder as specified in such notice and cancel the Inverse
Certificates so delivered.

     

    Section
19.  Exhibit E to the
Standard Terms is hereby replaced in its entirety by the Form of Purchaser’s
Letter in the form attached as Exhibit B
hereto.

    


               Section
20.  Each of the following events constitute Additional
Mandatory Tender Events under the Agreement:

    


    (i) The
Value Ratio is less than the Minimum Value Ratio, and the Liquidity Provider
notifies the Trustee to establish a Mandatory Tender Date.

    


    (ii) A
termination event, a default or event of default occurs under any Reimbursement
Agreement related to the Trust Agreement, and the Liquidity Provider provides
notice to the Trustee to establish a Mandatory Tender Date.

    


    (iii)  Notice
shall have been given to the Trustee by the Liquidity Provider that the
financial condition of the Principal Credit Source has, in the reasonable
opinion of the Liquidity Provider, deteriorated in a materially adverse manner
since the Trust was established.

    


    The
Mandatory Tender Date for any Mandatory Tender Event set forth in Section 20
shall be the fifth Business Day following the day that the Trustee is notified
to establish a Mandatory Tender Date.

    


    Section
21.  Upon presentation of Liquidity Variable Certificates on or
before 11:00 a.m. on any Business Day, the Trustee shall direct the Remarketing
Agent to obtain a Quotation of Bond Price and to determine the Accrued Market
Discount, Accrued OID and Unamortized Premium, if any, separately with respect
to each Maturity on the same Business Day as the day of presentation to the
Trustee of the Liquidity Variable Certificates.  On the same Business
Day on which the Quotation of Bond Price is obtained, the Trustee shall instruct
the Remarketing Agent to sell a portion of the Bonds of each Maturity sufficient
in the aggregate to pay the accrued and unpaid Trustee Fees, the accrued and
unpaid Remarketing and Liquidity Charges and the Stated Amount of such Liquidity
Variable Certificates together with accrued and unpaid interest thereon as of
such date and all other amounts due the Liquidity Provider, and distribute such
proceeds to the Trustee, Remarketing Agent and Liquidity Provider as applicable
with the balance of such proceeds being paid to the Beneficial Owner of the
Inverse Certificates; provided that no more than the principal amount of the
Bonds of a particular Maturity multiplied by a fraction the numerator of which
is the Stated Amount of Liquidity Variable Certificates and the denominator of
which is the Stated Amount of all Variable Certificates shall be sold for this
purpose; provided, further, that, if no Variable Certificates other than
Liquidity Variable Certificates are Outstanding, then any Maturity of Bonds may
be sold for this purpose and in the event any proceeds remain after such sale
and the payment of the amounts described above, then such excess shall be paid
to the Beneficial Owner of the Inverse Certificates.

    


               Section 22.  Section
8.1 of the Standard Terms is hereby amended by adding following Section 8.1(c),
the following Section 8.1(d):

    


    (d)           Any
material amendment to the Liquidity Agreement shall require the prior written
consent of the Inverse Certificates Holder.

    


    Section
23.                                Section
10.1(b) is amended and restated in its entirety to read as follows:

    


    (b)  In the event of any
action or consent requiring the vote of the owners of any Bonds, the Trustee
shall, within three Business Days of its being informed of any such action or
consent, deliver to the Holders of the Certificates such Holder’s proxies for
such vote, returnable to the Trustee, which shall vote solely in accordance with
such proxies, weighted by the Stated Amount of the Variable Certificates and the
Stated Amount of Inverse Certificates held by each Holder; provided, however,
the Trustee shall not exercise its right to exchange Bonds for the underlying
bonds pursuant to Section 9.10 of the Custody Agreement, unless the Trustee has
been directed by 100% of the Beneficial Owners of the Certificates.

     

    Section
24.   Sections 11.1(a)(ii) and (iii) of the Standard Terms
are hereby amended and restated in their entirety to read as
follows:

    


     “(ii)
upon a redemption in whole, (A) principal of the Bonds so redeemed shall be
applied first to the payment to the Holders of the Variable Certificates
selected for redemption pursuant to Section 11.2 in an amount up to the Stated
Amount thereof, then to the payment to the Holders of the Related Inverse
Certificates, and (B) any remaining principal amount paid in redemption in whole
of the Bonds and not applied due to the last sentence of Section 11.2 shall be
paid into the Odd-Lot Subaccount pursuant to Section 11.8; provided that if the
Certificates selected for redemption pursuant to Section 11.2 shall have been
redeemed pursuant to this clause (iii) in an amount equal to the Stated Amount
thereof, then any remaining principal amount paid in redemption of Bonds up to
the Bond Base Price shall be paid to the Holders of the Related Inverse
Certificates, and any remaining principal amount paid in redemption of Bonds in
excess of the Bond Base Price shall be applied as redemption
premium;

    


    (ii) upon
a redemption in whole, (A) principal of the Bonds so redeemed shall be applied
first to the payment to the Holders of the Variable Certificates selected for
redemption pursuant to Section 11.2 in an amount up to the Stated Amount
thereof, then to the payment to the Holders of the Related Inverse Certificates,
and (B) any remaining principal amount paid in redemption in whole of the Bonds
and not applied due to the last sentence of Section 11.2 shall be paid into the
Odd-Lot Subaccount pursuant to Section 11.8; provided that if the Certificates
selected for redemption pursuant to Section 11.2 shall have been redeemed
pursuant to this clause (iii) in an amount equal to the Stated Amount thereof,
then any remaining principal amount paid in redemption of Bonds up to the Bond
Base Price shall be paid to the Holders of the Related Inverse Certificates, and
any remaining principal amount paid in redemption of Bonds in excess of the Bond
Base Price shall be applied as redemption premium;”

    


    Section
25.   Section 14.4(a) of the Standard Terms is hereby
amended by adding the following as the second paragraph of Section
14.4(a):

    


    The
Trustor may and, at the direction of the Trustor, the Trustee shall, amend the
terms of this Agreement, without the consent of any of the Holders or Beneficial
Owners of Certificates, to the extent that any such amendment is, in the opinion
of qualified tax counsel, necessary for the Trust to reduce a material risk of
non-compliance with Revenue Procedure 2003-84 (including any amendment or
successor thereto); provided that (1) the Trustee
has received an Officer’s Certificate of the Trustor that such amendment will
not adversely affect the interests of any Holders of Certificates or the
Trustee, and (2) the Trustee has received an Opinion of Counsel of appropriate
special tax and securities counsel to the effect that such amendment will not
result in the withdrawal of, or modification of the conclusions of, any opinion
previously delivered regarding tax and securities law treatment of the
Certificates; and (3) notice of such amendment when given pursuant to Section
14.4(e) with respect to Certificates held by a regulated investment companies
with respect to which an election is in place for a manager to be responsible
collecting, retaining, and providing beneficial ownership information to the
IRS, shall be given to the manager.

    


    Section
26.   Section 5.1(a) of the Standard Terms is hereby
amended as follows:

    


    Section
5.1 (a) (i) is hereby deleted and replaced in its entirety with the
following:

    


    “(i)
Provided that the Bonds are not Prerefunded Bonds, (A) a Bankruptcy shall occur
with respect to the Issuer or (B) if a Principal Credit Source shall be
identified as such in the related Series Trust Agreement, a Bankruptcy shall
occur with respect to both (1) the Principal Credit Source and (2) the Issuer of
the Bonds; provided that, in the case of Bonds for which the payment of
principal and interest constitutes a limited obligation of the Issuer of the
Bonds, payable solely from amounts received from a third party for whose benefit
the Bonds were issued, the reference to Issuer shall be deemed to refer to such
third party for whose benefit those Bonds were issued;”

    


    Section
27.   Section 5.1 (a) (iii) is hereby deleted and replaced
in its entirety with the following:

    


     “(iii)
the highest publicly available long-term rating on such Bonds shall have been
downgraded by each Bond Rating Agency below the lowest rating of such Bond
Rating Agency that is commonly regarded as “investment grade,” being BBB- in the
case of S&P and Fitch and Baa3 in the case of Moody's.

    


    Section
28.   For purposes of Section 11.1 of the Standard Terms,
payments made by the Credit Enhancer with respect to the Enhanced Custody
Receipts in connection with an Early Termination Date or the occurrence of a
Termination Event (as such terms are defined in the Credit Enhancement) shall
constitute proceeds of a redemption of the Bonds and shall result in redemption
of the Certificates as provided in Section 11.1 of the Standard
Terms.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Series Trust Agreement to
be executed by their respective duly authorized officers as of the date first
above written.

     

    BANK OF
AMERICA, NATIONAL ASSOCIATION as Trustor

     

    


     

    


     

    


     

    By/s/ Laura
Sheehan

     

    Authorized Signatory

     

    DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Trustee and Tender Agent

     

    


     

    


     

    


     

    By/s/ Safet
Kalabovic

     

    Authorized Signatory

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              SCHEDULE
      I

            


    

    


     

    SUPPLEMENTAL
DESCRIPTION OF THE CERTIFICATES:

     

    “Additional Mandatory Tender
Event” shall mean
the additional mandatory tender events specified as such herein.

     

    “Authorized Denomination”
shall mean (i) with respect to the Variable Certificates, $25,000 or integral
multiples of $1,000 in excess thereof and (ii) with respect to the Inverse
Certificates, $5,000 or integral multiples of $1,000 in excess
thereof.

     

    “Bond Interest Payment Dates”
shall mean, with respect to each Bond, the following payment dates:

     

    
      	
              Series
      2008 CDB-5E

            	
              1st
      day of each month

            
	
              Series
      2008 CDB-6E

            	
              May
      1 and November 1

            
	
              Series
      2008 CDB-7E

            	
              May
      1 and November 1

            
	
              Series
      2008 CDB-8E

            	
              Monthly
      through May 1, 2009, and then semiannually on each May 1 and November 1,
      commencing November 1, 2009

            
	
              Series
      2008 CDB-9E

            	
              May
      1 and November 1

            


    

    


     

    “Certificates Rating Agency”
shall mean Moody’s Investors Service Inc.

     

    “Delivery Date” shall mean
July 3, 2008.

     

    “Initial Variable Certificates
Interest Period” shall mean the initial Rate Period which is the Weekly
Period.

     

    “Liquidity Agreement Termination
Date” shall mean July 2, 2009, as such date may be extended from time to
time by the Liquidity Provider in accordance with the related Liquidity
Agreement.

     

    “Liquidity Provider” shall
mean Bank of America, National Association or any Successor Liquidity
Provider.

     

    “Liquidity Fee Rate” shall
mean 0.20% as such rate may be changed in accordance with the Liquidity
Agreement and the Standard Terms.

     

    “Minimum Value Ratio” shall
not be applicable.

     

    “Rating Threshold” shall mean
Aa3 for Moody’s and AA- for S&P (or equivalent ratings if other rating
agencies are the Bond Rating Agencies).

     

    “Remarketing Agent Fee Rate”
shall mean 0.10% as such rate may be changed in accordance with the Remarketing
Agreement and the Standard Terms.

     

    “Scheduled Termination Date”
shall mean, with respect to each Maturity Bond, the following
dates:

    


    
      	
              Series
      2008 CDB-5E

            	
              November
      1, 2020

            
	
              Series
      2008 CDB-6E

            	
              November
      1, 2030

            
	
              Series
      2008 CDB-7E

            	
              November
      1, 2030

            
	
              Series
      2008 CDB-8E

            	
              November
      1, 2023

            
	
              Series
      2008 CDB-9E

            	
              November
      1, 2023

            


    

    


    “Seller” shall mean Banc of
America Securities LLC, who is the seller of the Bonds to the
Trustee.

     

    “Semi-Annual Interest Payment
Dates” shall mean May 1 and November 1 of each year.

     

    “State Partnership Factors”
The State Partnership Factors have not been adopted for the Certificates
of the Series.

     

    “Stated Amount” for the
Certificates are as follows:

     

    
      	 
      	
              Stated
      Amount

            	
              CUSIP
      Number

            
	
              Variable
      Certificates, Series 10001

            	
              $27,326,000

            	
              05248P5T8

            
	
              Inverse
      Certificates, Series 10001 CDB-5E

            	
              $5,000

            	
              05248P6A8

            
	
              Inverse
      Certificates, Series 10001 CDB-6E

            	
              $5,000

            	
              05248P6B6

            
	
              Inverse
      Certificates, Series 10001 CDB-7E

            	
              $5,000

            	
              05248P6C4

            
	
              Inverse
      Certificates, Series 10001 CDB-8E

            	
              $5,000

            	
              05248P6D2

            
	
              Inverse
      Certificates, Series 10001 CDB-9E

            	
              $5,000

            	
              05248P6E0

            


    

     

    “Trustee Fee Rate” shall mean
0.015% as such rate may be changed in accordance with the Standard
Terms.

     

    “Trustor's Required Interest”
shall not be applicable.

     


     

    I.

     

     

    DESCRIPTION
OF THE BONDS:

     

    
      	
              Bonds:

            	
              $4,772,791
      Enhanced Custody Receipts, Series 2008 CDB-5E, relating to $5,336,663
      Unenhanced Custody Receipts, Series 2008 CDB-5U, evidencing an interest in
      Revenue Bond, Series 2004 (Clarkson College Project).1

            


    

     

    
      	
              Issuer:

            	
              Nebraska
      Educational Finance Authority

            


    

     

    
      	
               
      

            	
              Credit
      Enhancer

            


    

    
      	
              (Principal
      Credit Source):

            	
              Bank
      of America, N.A.

            


    

    


    
      	
              Credit
      Enhancement:

            	
              Irrevocable
      Direct Pay Letter of Credit No. 3094320, dated July 3,
    2008.

            


    

    


    
      	
              Custody
      Agreement:

            	
              Enhancement
      Custodial Agreement, dated as of July 3, 2008, with respect to the
      Enhanced Custody Receipts, Series 2008 CDB-5E, among Deutsche Bank Trust
      Company Americas, as custodian, Bank of America, N.A., as
      administrator.2

            


    

    


    
      	
              Principal
      Coverage Factor:

            	
              100%

            


    

     

    
      	
               
      

            	
              Credit
      Enhancement Stated

            


    

    
      	
              Expiration
      Date:

            	
              July
      2, 2009 (subject to extension)

            


    

    


    
      	
              Early
      Termination:

            	
              The
      Credit Enhancer can terminate the Credit Enhancement on five days notice
      resulting in a mandatory tender of the Enhanced Custody Receipts and a
      redemption of the Certificates.

            


    

     

    
      	
              Bond
      Rate:

            	
              6.00%

            


    

     

    


     

    Bond
Rating
Agencies:                                                              Moody’s:
Aaa

     

    
      	
              Accrued
      Interest on Underlying Bonds:

            	
              $1,778.89
      payable to Holders of Inverse Certificates in accordance with Section 10.8
      of the Agreement.

            


    

     

    
      	
              Alternate
      Deposit Yield:

            	
              N/A

            


    

     

    
      	
              Base
      Price:

            	
              89.434%

            


    

     

     

    
      	
              Bond
      CUSIP Number:

            	
              63966PQW7

            


    

     

    
      	
              Bond
      Interest Payment Dates:

            	
              1st
      day of each month

            


    

     

     

    
      	
              Bond
      Maturity Date:

            	
              November
      1, 2035

            


    

     

    
      	
              Deposit
      Yield:

            	
              6.860%

            


    

    


     

    


     

     

    DESCRIPTION
OF THE UNDERLYING BONDS:3

     

    
      	
              Underlying
      Bonds:

            	
              $6,054,167
      Revenue Bond, Series 2004 (Clarkson College
  Project)

            


    

     

    
      	
              Underlying
      Bond Issuer:

            	
              Nebraska
      Educational Finance Authority

            


    

     

    
      	
              Underlying
      Bond Rate:

            	
              6.00%

            


    

     

    Underlying
Bond Rating
Agencies:                                                                                                   NR

    


    Underlying
Bond
Counsel:                                                              Kutak
Rock, LLP

    


    Bond
Counsel Opinion:

    


    
      	
              Federal
      and State Income Taxes:

            	
              Bond
      Counsel rendered its opinion at the time of original issuance of the
      Underlying Bonds generally to the effect that, based on then existing
      laws, regulations and decisions and subject to certain conditions,
      interest on the Underlying Bonds is excluded from gross income for federal
      tax purposes and exempt from taxation in the State of Nebraska for all
      purposes except the State of Nebraska inheritance tax.

            
	
              AMT:

            	
              The
      opinion of Bond Counsel, rendered as described above, also was generally
      to the effect that, based on then existing laws, regulations and decisions
      and subject to certain conditions, interest on the Underlying Bonds is not a specific preference item
      for purposes of the federal individual and corporate alternative minimum
      tax.

            


    

    


     

    
      	
              Underlying
      Bond CUSIP Number:

            	
              63966PQW7

            


    

     

    
      	
              Bond
      Interest Payment Dates:

            	
              1st
      day of each month

            


    

     

    
      	
              Underlying
      Bond Maturity Date:

            	
              November
      1, 2035

            


    

     

    First par
call date listed in the

    
      	
               
      

            	
              Official
      Statement:

            	
              The
      Underlying Bonds are subject to the
following:

            


    

    


    
      	
               
      

            	
              Optional
      redemption at any time in whole or in part at the option and direction of
      the College at the redemption price of 100% of the principal amount
      thereof plus accrued but unpaid Base Interest to the redemption
      date;

            


    

    


    
      	
               
      

            	
              Sinking
      fund, extraordinary and mandatory redemptions as set forth in the
      Indenture.

            


    

    

      

    

      
      1 The
Underlying Bond is represented by a custody receipt evidencing a partial
interest in such Underlying Bond.  A copy of the custodial agreement
creating such partial interest is available from the Remarketing Agent upon
request.

    

      
      2 A copy
of the Enhancement Custodial Agreement is available from the Remarketing Agent
upon request.

    

      
      3 There is
no Official Statement or other offering document for the Underlying
Bonds.  Copies of the Underlying Bonds, bond indenture, Bond Counsel
opinion and related documents (if any) are available from the Remarketing Agent
upon request.

    


    
      
        
          C-

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              II.

            


    

    


     

    DESCRIPTION
OF THE BONDS:

     

    
      	
              Bonds:

            	
              $3,600,665
      Enhanced Custody Receipts, Series 2008 CDB-6E, relating to $4,074,764
      Unenhanced Custody Receipts, Series 2008 CDB-6U, evidencing an interest in
      Multifamily Housing Revenue Bonds (Gardens of DeCordova Apartments) Series
      2007.4

            


    

     

    
      	
              Issuer:

            	
              Northwest
      Central Texas Housing Finance
Corporation

            


    

     

    
      	
               
      

            	
              Credit
      Enhancer

            


    

    
      	
              (Principal
      Credit Source):

            	
              Bank
      of America, N.A.

            


    

    


    
      	
              Credit
      Enhancement:

            	
              Irrevocable
      Direct Pay Letter of Credit No. 3094321, dated July 3,
    2008.

            


    

    


    
      	
              Custody
      Agreement:

            	
              Enhancement
      Custodial Agreement, dated as of July 3, 2008, with respect to the
      Enhanced Custody Receipts, Series 2008 CDB-6E, among Deutsche Bank Trust
      Company Americas, as custodian, Bank of America, N.A., as
      administrator.5

            


    

    


    
      	
              Principal
      Coverage Factor:

            	
              100%

            


    

     

    
      	
               
      

            	
              Credit
      Enhancement Stated

            


    

    
      	
              Expiration
      Date:

            	
              July
      2, 2009 (subject to extension)

            


    

     

    
      	
              Early
      Termination:

            	
              The
      Credit Enhancer can terminate the Credit Enhancement on five days notice
      resulting in a mandatory tender of the Enhanced Custody Receipts and a
      redemption of the Certificates.

            


    

     

    
      	
              Bond
      Rate:

            	
              6.00%

            


    

     

    


     

    Bond
Rating
Agencies:                                                              Moody’s:
Aaa

     

    
      	
              Accrued
      Interest on Underlying Bonds:

            	
              $42,105.89
      payable to Holders of Inverse Certificates in accordance with Section 10.8
      of the Agreement.

            


    

     

    
      	
              Alternate
      Deposit Yield:

            	
              N/A

            


    

     

    
      	
              Base
      Price:

            	
              88.365%

            


    

     

     

    
      	
              Bond
      CUSIP Number:

            	
              667411AE2

            


    

     

    
      	
              Bond
      Interest Payment Dates:

            	
              May
      1 and November 1

            


    

     

     

    
      	
              Bond
      Maturity Date:

            	
              May
      1 ,2047

            


    

     

    
      	
              Deposit
      Yield:

            	
              6.860%

            


    

    


     

    


     

     

    DESCRIPTION
OF THE UNDERLYING BONDS:

     

    
      	
              Underlying
      Bonds:

            	
              $4,870,000
      Multifamily Housing Revenue Bonds (Gardens of DeCordova Apartments) Series
      2007

            


    

     

    
      	
              Underlying
      Bond Issuer:

            	
              Northwest
      Central Texas Housing Finance
Corporation

            


    

     

    
      	
              Underlying
      Bond Rate:

            	
              6.00%

            


    

     

    Underlying
Bond Rating
Agencies:                                                                                                   NR

    


    Underlying
Bond
Counsel:                                                              McCall,
Parkhurst & Horton L.L.P.

    


    Bond
Counsel Opinion:

    


    
      	
              Federal
      and State Income Taxes:

            	
              Bond
      Counsel rendered its opinion at the time of original issuance of the
      Underlying Bonds generally to the effect that, based on then existing
      laws, regulations and decisions and subject to certain conditions,
      interest on the Underlying Bonds for federal income tax purposes will be
      excludable from the “gross income” of the holders thereof, except for any
      holder who is treated pursuant to section 147(a) of the Code as a
      “substantial user” of the project or, a “related person” to such
      user.  No opinion, however, was expressed regarding the
      treatment of the interest on the Underlying Bonds under the tax laws of
      the State of Texas.

            
	
              AMT:

            	
              The
      opinion of Bond Counsel, rendered as described above, also was generally
      to the effect that, based on then existing laws, regulations and decisions
      and subject to certain conditions, interest on the Underlying Bonds is an
      item of tax preference as defined in Section 57(a)95 of the Code, for
      purposes of determining the alternative minimum tax imposed on individuals
      and corporations Section 59 of the
Code.

            


    

    


     

    
      	
              Underlying
      Bond CUSIP Number:

            	
              667411AE2

            


    

     

    
      	
              Bond
      Interest Payment Dates:

            	
              May
      1 and November 1

            


    

     

    
      	
              Underlying
      Bond Maturity Date:

            	
              May
      1 ,2047

            


    

     

    First par
call date listed in the

    
      	
               
      

            	
              Official
      Statement:

            	
              The
      Underlying Bonds are subject to the
following:

            


    

    


    
      	
               
      

            	
              Optional
      redemption on or after May 1, 2017 at
100%;

            


    

    


    
      	
               
      

            	
              Sinking
      fund redemption on each May 1 and November 1 in the amounts set forth in
      the Official Statement, and at a redemption price of 100% of the principal
      amount, plus accrued interest; and

            


    

    


    
      	
               
      

            	
              Extraordinary
      or mandatory redemption as set forth in the Official
      Statement.

            


    

    

      

    

      
      4 The
Underlying Bond is represented by a custody receipt evidencing a partial
interest in such Underlying Bond.  A copy of the custodial agreement
creating such partial interest is available from the Remarketing Agent upon
request.

    

      
      5 A copy
of the Enhancement Custodial Agreement is available from the Remarketing Agent
upon request.

    


    
      
        
          C-

          


        

         


      

      
         


        
          

        

      

      
         


      

    


     

    III.

     

     

    DESCRIPTION
OF THE BONDS:

     

    
      	
              Bonds:

            	
              $3,668,124
      Enhanced Custody Receipts, Series 2008 CDB-7E, relating to $4,151,105
      Unenhanced Custody Receipts, Series 2008 CDB-7U, evidencing an interest in
      Multifamily Housing Revenue Bonds (Gardens of Weatherford Apartments)
      Series 2007.6

            


    

     

    
      	
              Issuer:

            	
              Northwest
      Central Texas Housing Finance
Corporation

            


    

     

    
      	
               
      

            	
              Credit
      Enhancer

            


    

    
      	
              (Principal
      Credit Source):

            	
              Bank
      of America, N.A.

            


    

    


    
      	
              Credit
      Enhancement:

            	
              Irrevocable
      Direct Pay Letter of Credit No. 3094322, dated July 3,
    2008.

            


    

    


    
      	
              Custody
      Agreement:

            	
              Enhancement
      Custodial Agreement, dated as of July 3, 2008, with respect to the
      Enhanced Custody Receipts, Series 2008 CDB-7E, among Deutsche Bank Trust
      Company Americas, as custodian, Bank of America, N.A., as
      administrator.7

            


    

    


    
      	
              Principal
      Coverage Factor:

            	
              100%

            


    

     

    
      	
               
      

            	
              Credit
      Enhancement Stated

            


    

    
      	
              Expiration
      Date:

            	
              July
      2, 2009 (subject to extension)

            


    

     

    
      	
              Early
      Termination:

            	
              The
      Credit Enhancer can terminate the Credit Enhancement on five days notice
      resulting in a mandatory tender of the Enhanced Custody Receipts and a
      redemption of the Certificates.

            


    

     

    
      	
              Bond
      Rate:

            	
              6.00%

            


    

     

    


     

    Bond
Rating
Agencies:                                                              Moody’s:
Aaa

     

    
      	
              Accrued
      Interest on Underlying Bonds:

            	
              $42,894.75
      payable to Holders of Inverse Certificates in accordance with Section 10.8
      of the Agreement.

            


    

     

    
      	
              Alternate
      Deposit Yield:

            	
              N/A

            


    

     

    
      	
              Base
      Price:

            	
              88.365%

            


    

     

     

    
      	
              Bond
      CUSIP Number:

            	
              667411AF9

            


    

     

    
      	
              Bond
      Interest Payment Dates:

            	
              May
      1 and November 1

            


    

     

     

    
      	
              Bond
      Maturity Date:

            	
              May
      1 ,2047

            


    

     

    
      	
              Deposit
      Yield:

            	
              6.860%

            


    

    


     

    


     

    DESCRIPTION
OF THE UNDERLYING BONDS:

     

    
      	
              Underlying
      Bonds:

            	
              $4,702,000
      Multifamily Housing Revenue Bonds (Gardens of Weatherford Apartments)
      Series 2007

            


    

     

    
      	
              Underlying
      Bond Issuer:

            	
              Northwest
      Central Texas Housing Finance
Corporation

            


    

     

    
      	
              Underlying
      Bond Rate:

            	
              6.00%

            


    

     

    Underlying
Bond Rating
Agencies:                                                                                                   NR

    


    Underlying
Bond
Counsel:                                                              McCall,
Parkhurst & Horton L.L.P.

    


    Bond
Counsel Opinion:

    
      	
              Federal
      and State Income Taxes:

            	
              Bond
      Counsel rendered its opinion at the time of original issuance of the
      Underlying Bonds generally to the effect that, based on then existing
      laws, regulations and decisions and subject to certain conditions,
      interest on the Underlying Bonds is for federal income tax purposes is
      excludable from the “gross income” of the holders thereof, except for any
      holder who is treated pursuant to section 147(a) of the Code as a
      “substantial user” of the project or, a “related person” to such
      user.  No opinion, however, was expressed regarding the
      treatment of the interest on the Underlying Bonds under the tax laws of
      the State of Texas.

            
	
              AMT:

            	
              The
      opinion of Bond Counsel, rendered as described above, also was generally
      to the effect that, based on then existing laws, regulations and decisions
      and subject to certain conditions, interest on the Underlying Bonds is an
      item of tax preference as defined in Section 57(a)(5) of the Code, for
      purposes of determining the alternative minimum tax imposed on individuals
      and corporations under Section 59 of the
Code.

            


    

     

    
      	
              Underlying
      Bond CUSIP Number:

            	
              667411AF9

            


    

     

    
      	
              Bond
      Interest Payment Dates:

            	
              May
      1 and November 1

            


    

     

    
      	
              Underlying
      Bond Maturity Date:

            	
              May
      1 ,2047

            


    

     

    First par
call date listed in the

    
      	
               
      

            	
              Official
      Statement:

            	
              The
      Underlying Bonds are subject to the
following:

            


    

    


    
      	
               
      

            	
              Optional
      redemption on or after May 1, 2017 at
100%;

            


    

    


    
      	
               
      

            	
              Sinking
      fund redemption on each May 1 and November 1 in the amounts set forth in
      the Official Statement, and at a redemption price of 100% of the principal
      amount, plus accrued interest; and

            


    

    


    
      	
               
      

            	
              Extraordinary
      or mandatory redemption as set forth in the Official
      Statement.

            


    

    


    

      

    

      
      6 The
Underlying Bond is represented by a custody receipt evidencing a partial
interest in such Underlying Bond.  A copy of the custodial agreement
creating such partial interest is available from the Remarketing Agent upon
request.

    

      
      7 A copy
of the Enhancement Custodial Agreement is available from the Remarketing Agent
upon request.

    


    
      
        
          C-

          


        

         


      

      
         


        
          

        

      

      
         


      

    


     

    IV.

     

     

    DESCRIPTION
OF THE BONDS:

     

    
      	
              Bonds:

            	
              $11,748,440
      Enhanced Custody Receipts, Series 2008 CDB-8E, relating to $13,300,020
      Unenhanced Custody Receipts, Series 2008 CDB-8U, evidencing an interest in
      Multifamily Housing Revenue Bonds (Woodland Park Apartments) Series
      2007G-1.8

            


    

     

    
      	
              Issuer:

            	
              Kansas
      Development Finance Authority

            


    

     

    
      	
               
      

            	
              Credit
      Enhancer

            


    

    
      	
              (Principal
      Credit Source):

            	
              Bank
      of America, N.A.

            


    

    


    
      	
              Credit
      Enhancement:

            	
              Irrevocable
      Direct Pay Letter of Credit No. 3094323, dated July 3,
    2008.

            


    

    


    
      	
              Custody
      Agreement:

            	
              Enhancement
      Custodial Agreement, dated as of July 3, 2008, with respect to the
      Enhanced Custody Receipts, Series 2008 CDB-8E, among Deutsche Bank Trust
      Company Americas, as custodian, Bank of America, N.A., as
      administrator.9

            


    

    


    
      	
              Principal
      Coverage Factor:

            	
              100%

            


    

     

    
      	
               
      

            	
              Credit
      Enhancement Stated

            


    

    
      	
              Expiration
      Date:

            	
              July
      2, 2009 (subject to extension)

            


    

     

    
      	
              Early
      Termination:

            	
              The
      Credit Enhancer can terminate the Credit Enhancement on five days notice
      resulting in a mandatory tender of the Enhanced Custody Receipts and a
      redemption of the Certificates.

            


    

     

    
      	
              Bond
      Rate:

            	
              6.00%

            


    

     

    


     

    Bond
Rating
Agencies:                                                              Moody’s:
Aaa

     

    
      	
              Accrued
      Interest on Underlying Bonds:

            	
              $4,433.34
      payable to Holders of Inverse Certificates in accordance with Section 10.8
      of the Agreement.

            


    

     

    
      	
              Alternate
      Deposit Yield:

            	
              N/A

            


    

     

    
      	
              Base
      Price:

            	
              88.334%

            


    

     

     

    
      	
              Bond
      CUSIP Number:

            	
              48542TAF7

            


    

     

    
      	
              Bond
      Interest Payment Dates:

            	
              Monthly
      through May 1, 2009, and then semiannually on each May 1 and November 1,
      commencing November 1, 2009

            


    

     

     

    
      	
              Bond
      Maturity Date:

            	
              November
      1 ,2047

            


    

     

    
      	
              Deposit
      Yield:

            	
              6.860%

            


    

    


     

    DESCRIPTION
OF THE UNDERLYING BONDS:

     

    
      	
              Underlying
      Bonds:

            	
              $15,065,000
      Multifamily Housing Revenue Bonds (Woodland Park Apartments) Series
      2007G-1

            


    

     

    
      	
              Underlying
      Bond Issuer:

            	
              Kansas
      Development Finance Authority

            


    

     

    
      	
              Underlying
      Bond Rate:

            	
              6.00%

            


    

     

    Underlying
Bond Rating
Agencies:                                                                                                   NR

    


    Underlying
Bond
Counsel:                                                              Gilmore
& Bell, P.C.

    


    Bond
Counsel Opinion:

    


    
      	
              Federal
      and State Income Taxes:

            	
              Bond
      Counsel rendered its opinion at the time of original issuance of the
      Underlying Bonds generally to the effect that, based on then existing
      laws, regulations and decisions and subject to certain conditions,
      interest on the Underlying Bonds is excludable from gross income for
      federal income tax purposes, except during any period while an Underlying
      Bond is held by a “substantial user” of the project or a “related person”
      within the meaning of Section 147(a) of the Internal Revenue of 1986, as
      amended (the “Code”).  No opinion, however, was expressed
      regarding the treatment of the interest on the Underlying Bonds under the
      tax laws of the State of Kansas.

            
	
              AMT:

            	
              The
      opinion of Bond Counsel, rendered as described above, also was generally
      to the effect that, based on then existing laws, regulations and decisions
      and subject to certain conditions, interest on the Underlying Bonds is an
      item of tax preference for purposes of the federal alternative minimum tax
      imposed on individuals and
corporations.

            


    

    


     

    
      	
              Underlying
      Bond CUSIP Number:

            	
              48542TAF7

            


    

     

    
      	
              Bond
      Interest Payment Dates:

            	
              Monthly
      through May 1, 2009, and then semiannually on each May 1 and November 1,
      commencing November 1, 2009

            


    

     

    
      	
              Underlying
      Bond Maturity Date:

            	
              November
      1 ,2047

            


    

     

    First par
call date listed in the

    
      	
               
      

            	
              Official
      Statement:

            	
              The
      Underlying Bonds are subject to the
following:

            


    

    


    
      	
               
      

            	
              Optional
      redemption on or after May 1, 2017 at
100%;

            


    

    


    
      	
               
      

            	
              Sinking
      fund redemption in whole or in part on any date and price set forth in the
      Official Statement, at a redemption price of 100% of the principal amount
      of the Bonds or portions thereof so redeemed, plus accrued and unpaid
      interest; and

            


    

    


    
      	
               
      

            	
              Extraordinary
      or mandatory redemption as set forth in the Official
      Statement.

            


    

    

      

    

      
      8 The
Underlying Bond is represented by a custody receipt evidencing a partial
interest in such Underlying Bond.  A copy of the custodial agreement
creating such partial interest is available from the Remarketing Agent upon
request.

    

      
      9 A copy
of the Enhancement Custodial Agreement is available from the Remarketing Agent
upon request.

    


    
      
        
          C-

          


        

         


      

      
         


        
          

        

      

      
         


      

    


     

    V.

     

     

    DESCRIPTION
OF THE BONDS:

     

    
      	
              Bonds:

            	
              $3,563,879
      Enhanced Custody Receipts, Series 2008 CDB-9E, relating to $4,018,446
      Unenhanced Custody Receipts, Series 2008 CDB-9U, evidencing an interest in
      Multifamily Housing Revenue Bonds (Woodlynn Village Project) Series
      2007.10

            


    

     

    
      	
              Issuer:

            	
              City
      of Maplewood, Minnesota

            


    

     

    
      	
               
      

            	
              Credit
      Enhancer

            


    

    
      	
              (Principal
      Credit Source):

            	
              Bank
      of America, N.A.

            


    

    


    
      	
              Credit
      Enhancement:

            	
              Irrevocable
      Direct Pay Letter of Credit No. 3094324, dated July 3,
    2008.

            


    

    


    
      	
              Custody
      Agreement:

            	
              Enhancement
      Custodial Agreement, dated as of July 3, 2008, with respect to the
      Enhanced Custody Receipts, Series 2008 CDB-9E, among Deutsche Bank Trust
      Company Americas, as custodian, Bank of America, N.A., as
      administrator.11

            


    

    


    
      	
              Principal
      Coverage Factor:

            	
              100%

            


    

     

    
      	
               
      

            	
              Credit
      Enhancement Stated

            


    

    
      	
              Expiration
      Date:

            	
              July
      2, 2009 (subject to extension)

            


    

     

    
      	
              Early
      Termination:

            	
              The
      Credit Enhancer can terminate the Credit Enhancement on five days notice
      resulting in a mandatory tender of the Enhanced Custody Receipts and a
      redemption of the Certificates.

            


    

     

    
      	
              Bond
      Rate:

            	
              6.00%

            


    

     

    


     

    Bond
Rating
Agencies:                                                              Moody’s:
Aaa

     

    
      	
              Accrued
      Interest on Underlying Bonds:

            	
              $111,177.01
      payable to Holders of Inverse Certificates in accordance with Section 10.8
      of the Agreement.

            


    

     

    
      	
              Alternate
      Deposit Yield:

            	
              N/A

            


    

     

    
      	
              Base
      Price:

            	
              88.688%

            


    

     

     

    
      	
              Bond
      CUSIP Number:

            	
              565577HF3

            


    

     

    
      	
              Bond
      Interest Payment Dates:

            	
              May
      1 and November 1

            


    

     

     

    
      	
              Bond
      Maturity Date:

            	
              November
      1 ,2042

            


    

     

    
      	
              Deposit
      Yield:

            	
              6.860%

            


    

    


     

    


     

     

    DESCRIPTION
OF THE UNDERLYING BONDS:

     

    
      	
              Underlying
      Bonds:

            	
              $4,550,000
      Multifamily Housing Revenue Bonds (Woodlynn Village Project) Series
      2007

            


    

     

    
      	
              Underlying
      Bond Issuer:

            	
              City
      of Maplewood, Minnesota

            


    

     

    
      	
              Underlying
      Bond Rate:

            	
              6.00%

            


    

     

    Underlying
Bond Rating
Agencies:                                                                                                   NR

    


    Underlying
Bond
Counsel:                                                              Briggs
and Morgan, P.A.

    


    Bond
Counsel Opinion:

    


    
      	
              Federal
      and State Income Taxes:

            	
              Bond
      Counsel rendered its opinion at the time of original issuance of the
      Underlying Bonds generally to the effect that, based on then existing
      laws, regulations and decisions and subject to certain conditions, the
      Underlying Bonds, as of their date of issuance, bear interest, unless the
      bondholder is a “substantial user” of the project or a “related person” to
      the “substantial user”, which is excludable from the gross income of the
      owner for purposes of federal income taxation and is excludable to the
      same extent from gross income and taxable net income of individuals,
      estates or trusts for purposes of State of Minnesota income taxation (but
      is subject to Minnesota franchise taxes imposed on corporations and
      financial institutions).

            
	
              AMT:

            	
              The
      opinion of Bond Counsel, rendered as described above, also was generally
      to the effect that, based on then existing laws, regulations and decisions
      and subject to certain conditions, interest on the Underlying Bonds is
      includable as a specific “tax preference” for individual taxpayers or
      corporations in computing the alternative minimum tax applicable to
      individuals, estates and trusts and is included in adjusted net book
      income or adjusted current earnings of corporations for purposes of the
      corporate alternative minimum tax.

            


    

    


     

    
      	
              Underlying
      Bond CUSIP Number:

            	
              565577HF3

            


    

     

    
      	
              Bond
      Interest Payment Dates:

            	
              May
      1 and November 1

            


    

     

    
      	
              Underlying
      Bond Maturity Date:

            	
              November
      1 ,2042

            


    

     

    First par
call date listed in the

    
      	
               
      

            	
              Official
      Statement:

            	
              The
      Underlying Bonds are subject to the
following:

            


    

    


    
      	
               
      

            	
              Optional
      redemption on or after November 1, 2017 at
100%;

            


    

    


    
      	
               
      

            	
              Sinking
      fund redemption in whole or in part on any May 1 and November 1 at a price
      of 100% of the principal amount of Underlying Bonds to be redeemed plus
      accrued and unpaid interest thereon;
and

            


    

    


    
      	
               
      

            	
              Extraordinary
      or mandatory redemption as set forth in the Official
      Statement.

            


    

    


    

      

    

      
      10 The
Underlying Bond is represented by a custody receipt evidencing a partial
interest in such Underlying Bond.  A copy of the custodial agreement
creating such partial interest is available from the Remarketing Agent upon
request.

    

      
      11 A copy
of the Enhancement Custodial Agreement is available from the Remarketing Agent
upon request.