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RESOLUTION 94-00 1 SAFA Page 2 its rights to indemnification and payment for its costs and expenses) to the Trustee for the benefit of the Owners of the Bonds, pursuant to an Assignment Agreement, dated as of March 1, 1994 (the "Assignment Agreement") between the Authority and the Trustee; and WHEREAS, Smith Barney Shearson Inc., as representative of the underwriters described therein (the "Underwriter"), has submitted to the Authority a proposed form of Purchase Contract to purchase the Bonds (such Purchase Contract, in the form presented to this meeting, with such changes, insertions or omissions as are made pursuant to this Resolution, being referred to herein as the "Purchase Contract"); and WHEREAS, the Authority has been presented with a form of preliminary official statement (the "Preliminary official Statement") to be distributed in connection with the public offering of the Bonds; and WHEREAS, there has been submitted to the Authority information and materials (including certain form documents) regarding various financing options available to the Authority regarding the Bonds, including AIRS (referred to as "Derivative Products"); WHEREAS, the Authority has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions herein authorized; and WHEREAS, the members of the Authority (the "Board") has been presented with the form of each document referred to herein, relating to the Authority's proposed financing, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED by the Santa Ana Financing Authority, as follows: Section 1. Ail of the recitals herein contained are true and correct and the Board so finds. Section 2. The Lease, on file with the Secretary, in substantially the form submitted to this meeting and made a part