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CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer of the City of Missoula, Montana (the “City”), hereby certify that the attached resolution is a true copy of Resolution Number 7486, entitled: “RESOLUTION RELATING TO SPECIAL IMPROVEMENT DISTRICTS NO. 534 AND 536; AMENDING RESOLUTIONS NO. 6998 AND 7061 TO DELETE SECTION 6.7 THEREOF; AND PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE” (the “Resolution”), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Council of the City at a meeting on October 26, 2009, and that the meeting was duly held by the City Council and was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following Council members voted in favor thereof: Childers, Haines, Hellegaard, Hendrickson, Jaffe, Marler, Mitchell, Strohmaier, Walzer, Wiener and Wilkins; voted against the same: None; abstained from voting thereon: None; or were absent: Rye. WITNESS my hand officially this 26th day of October, 2009. Martha L. Rehbein Martha L. Rehbein City Clerk ---PAGE BREAK--- RESOLUTION NUMBER 7486 RESOLUTION RELATING TO SPECIAL IMPROVEMENT DISTRICTS NO. 534 AND NO. 536; AMENDING RESOLUTIONS NO. 6998 AND NO. 7061 TO DELETE SECTION 6.7 THEREOF; AND PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE BE IT RESOLVED by the City Council (the “Council”) of the City of Missoula (the “City”), Montana, as follows: Section 1. Recitals. 1.01. All capitalized terms used herein but not defined shall have the meanings set forth in Resolutions No. 6998 and No. 7061. 1.02. Resolutions No. 6998 and No. 7061 of the City (the “Bond Resolutions”) each contained a Section 6.7 which pledged surplus net revenues of the City’s Sanitary Sewer System to the repayment of the Special Improvement District No. 534 Bonds and Special Improvement District No. 536 Bonds (collectively, the “Bonds”). Section 6.7 provides that “the covenants, agreement and pledge of Surplus Sewer Net Revenues would remain in effect so long as the Bonds were outstanding and the borrower (the “City”) has not delivered to the Holder of the Bonds, the DNRC, and the DEQ, a Litigation Opinion stating: i) that all proceedings in the Rattlesnake Coalition Litigation have been dismissed with prejudice or otherwise concluded in a manner that does not affect the validity of the district or the levy, collection and pledge of the special assessment to be levied for the repayment of the Bonds or the validity and enforceability of the covenants of the City in the Bond Resolutions and such proceedings are not subject to further review or appeal; and ii) that the districts have been duly and validly created, the Bond Resolutions are valid and binding and enforceable obligations of the Borrower in accordance with their terms.” 1.03. The City Attorney and Dorsey & Whitney have prepared and delivered to the Holder of the Bonds, the DNRC and the DEQ a Litigation Opinion meeting the requirements of the above-referenced Section 6.7. 1.04. Section 13.4 of each Bond Resolution provides that the Bond Resolution may not be effectively amended without the written consent of the DNRC. 1.05. The DNRC has consented to the amendment of the Bond Resolutions to delete Sections 6.7 from each Bond Resolution. 1.06. The City has not had to honor any provisions of covenants of Section 6.7 in that there has been no failure to pay assessments attributable to the Rattlesnake Coalition Litigation or any other challenge to the validity of the assessments. Section 2. Amendment of Resolutions No. 6998 and No. 7061. 2.01. Section 6.7 of the Bond Resolutions shall be deleted in its entirety and shall no longer be deemed to have any effect from the date of the adoption of this Resolution. 2.02. This Resolution shall be filed with the original Bond Resolutions and a copy hereof shall be forwarded to the DNRC. Section 3. Immediate Effective Date. This Resolution shall become effective immediately upon passage by the City Council. ---PAGE BREAK--- 2 PASSED AND ADOPTED by the City Council of the City of Missoula, Montana, this 26th day of October, 2009. John Engen John Engen Mayor Attest: Martha L. Rehbein Martha L. Rehbein City Clerk