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NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA OR THE CITY OF SANTA ANA IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, INTEREST ON, OR PURCHASE PRICE OF THE BONDS, NOR IS THE STATE OR SUCH CITY IN ANY MANNER OBLIGATED TO MAKE ANY APPROPRIATION FOR PAYMENT. SECTION 2. Approval of Project A~reements. The Mayor or City Manager and City Clerk are hereby authorized and directed to execute and deliver the Bond Indenture, Remarketing Agreement, Placement Agency Agreement and Loan Agreement (the "Project Agreements") in substantially the form presented to this meeting, with such Changes as they may approve upon consultation with the City Attorney and Bond Counsel, their execution to constitute conclusive evidence of their approval of all Changes from the form of Project Agreements presented to this meeting, which form of Project Agreements is hereby approved in all respects. SECTION 3. Authorization of Loan. The City hereby authorizes the Loan of the proceeds of the Bonds to the Company in accordance with the Act and pursuant to the Loan Agreement. SECTION 4. Approval of Preliminary Private Placement Memorandum and Distribution Thereof. The Mayor or City Manager is hereby authorized and directed to sign the Preliminary Private Placement Memorandum in substantially the form presented to this meeting, with such Changes, including Changes necessary to deliver the Preliminary Private Placement Memorandum in its final form to the purchasers of the Bonds, as he or she may approve upon consultation with the City Attorney and Bond Counsel, signature to constitute conclusive evidence of his or her approval of all Changes from the form of Preliminary Private Placement Memorandum presented to this meeting, which form of Preliminary Private Placement Memorandum is hereby approved in all respects. The proper officers or employees of the City are hereby authorized to cause the Placement Agent to distribute the Preliminary Private Placement Memorandum to persons who may be interested in the purchase of the Bonds and to sign and deliver the Preliminary Private Placement Memorandum in its final form to the purchasers of the Bonds. SECTION 5. Prior Actions Ratified and Confirmed. The actions of the City, and officers or employees of the City in doing any and all acts necessary to issuance and sale of the Bonds and the making of the Loan to Company, are hereby ratified and confirmed.