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December 13, 1985 (i) Indenture, dated as of December 1, 1985, by and between the City and the Trustee; and {ii) Loan Agreement, dated as of December 1, 1985, by and between the City and the Company. Section 6. Pri.vate A~tivity Bond Allocation. As provided in and authorized pursuant to Section 103{n} of the Internal Revenue Code of 1954, as amended, the Proclamation dated July 19, 1984 of the Governor of the State of California, as amended, and applicable resolutions of the California Debt Limit Allocation Committee, this Council hereby designates and assigns to the Bonds the amount of $4,500,000 of its Private Activity Bond Limit, heretofore received by transfer from the County of Orange for such purpose, and each member of the Council hereby represents and warrants that such allocation is not made in consideration of any bribe, gift, gratuity or direct or indirect campaign contribution. Section 7. Sale of Bonds. The Bonds are hereby directed to be sold to NCNB National Bank of North Carolina, Charlotte, North Carolina, at par value in the principal amount of $4,500,000, pursuant to and in accordance with the terms of the Bond Purchase Agreement therefor (the "Bond Purchase Agreement") in substantially the form presented to the City Council at this meeting, together with such additions thereto or changes therein as may be deemed necessary or advisable by the Mayor, the City Manager, or designee, upon the advice of Bond Counsel to the City. The Mayor, the City Manager, or designee is hereby authorized and directed to execute, and the City Clerk is hereby authorized to attest the Bond Purchase Agreement for and in the name and on behalf of the City. Section 8. Official Action. The Mayor, the City Manager, the City Treasurer, the City Clerk, and each of them and any and all other officers of the City, acting alone, are hereby severally authorized to execute upon the advice of Bond Counsel to the City such certificates, receipts, agreements and other closing documents as are necessary or customary for the consumation of the transactions contemplated by this Resolution and the documents enumerated in Section 5 hereof. Section 9. Effectiveness. This resolution shall supersede and amend Resolution No. 84-156, adopted by this Council on December 17, lg84, and shall take effect from and after the date of its passage and adoption. -3-