WTC Preservation of Evidence document header, unidentified date

NYC 9/11 Public Portal Document

Purchase and Remarketing Fund

(a) There is hereby created a fund to be held by the Tender Agent and described as the “2008 Series BB Bonds Purchase and Remarketing Fund.” The following Accounts shall be established within the 2008 Series BB Bonds Purchase and Remarketing Fund: (i) the Purchase Account, (ii) the Remarketing Proceeds Account and (iii) the Authority Available Moneys Account. The 2008 Series BB Bonds Purchase and Remarketing Fund shall not be part of the pledge of the Authority contained in the Second General Resolution. Amounts on deposit in the 2008 Series BB Bonds Purchase and Remarketing Fund shall not be commingled with the amounts held in any other Fund or Account under the Second General Resolution or Supplemental Resolution No. 48.

(b) All drawings on the Credit Facility to pay the Purchase Price of Tendered Bonds shall be deposited in the Purchase Account and used only for the payment of the Purchase Price of Tendered Bonds in the manner at the times specified under the heading “Tender of 2008 Series BB Bonds for Purchase”.

(c) All amounts received by the Tender Agent from the Remarketing Agent representing the Purchase Price of Tendered Bonds remarketed by the Remarketing Agent shall be deposited in the Remarketing Proceeds Account and shall be used only for the payments of the Purchase Price of Tendered Bonds so remarketed as provided under the heading “Remarketing of 2008 Series BB Bonds” or for the payment of the Facility Provider for Tendered Bonds purchased by it and remarketed.

(d) All other Available Moneys to be applied to the payment of the Purchase Price of Tendered Bonds shall be deposited in the Authority Available Moneys Account and used only for the payment of the Purchase Price of Tendered Bonds in the manner specified under the heading “Tender of 2008 Series BB Bonds for Purchase” or for the payment of the Facility Provider for Tendered Bonds purchased by it.

(e) No moneys provided by the Authority shall be accepted for deposit to the credit of the 2008 Series BB Bonds Purchase and Remarketing Fund, nor shall any such moneys, if deposited by mistake or otherwise, be used for the purchase of Tendered Bonds. Moneys in the 2008 Series BB Bonds Purchase and Remarketing Fund shall be held uninvested and without liability for interest thereon.

Appointment of Remarketing Agents

UBS Securities LLC is hereby appointed as Remarketing Agent for the 2008 Subseries BB-1 Bonds, Merrill Lynch, Pierce, Fenner & Smith Incorporated is hereby appointed as Remarketing Agent for the 2008 Subseries BB-2 Bonds, Goldman, Sachs & Co. is hereby appointed as Remarketing Agent for the 2008 Subseries BB-3 Bonds, Banc of America Securities LLC is hereby appointed as Remarketing Agent for the 2008 Subseries BB-4 Bonds and A.G. Edwards & Sons, Inc. is hereby appointed as Remarketing Agent for the 2008 Subseries BB-5 Bonds.

Powers and Duties of Remarketing Agent

Each Remarketing Agent shall be authorized by law to perform all the duties imposed upon it by Supplemental Resolution No. 48, the applicable Remarketing Agreement and the Credit Facility. Acceptance of the duties and obligations of the Remarketing Agent for 2008 Series BB Bonds hereunder and under the applicable Remarketing Agreement and Credit Facility shall be signified and acknowledged by execution of the Remarketing Agreement. Any Remarketing Agreement shall provide that the Remarketing Agent will, inter alia:

(a) determine the Rates and Rate Periods and give notice of such Rates and Rate Periods in accordance with the terms hereof;

OHS East: 160308250.3 43065-1 B-22

NYC-WTC_000153906