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of California, as trustee (the "Trustee"). The Board hereby approves the Indenture in the form <br />on file with the Secretary, together with any changes therein or additions thereto approved by <br />the official of the Authority executing the Indenture, and the execution thereof by the Authority <br />shall be conclusive evidence of the approval of any such changes or additions The Board <br />hereby authorizes and directs the Chairman, the Executive Director or the Treasurer, each acting <br />alone, to execute, and the Secretary to attest and affix the seal of the Authority to, the final <br />form of the Indenture for and in the name of the Authority. The Board of Directors hereby <br />authorizes the delivery and performance by the Authority of the Indenture. <br /> <br /> Section 3. Purchase of Agency Bonds. The Board hereby authorizes and approves the <br />purchase of the Agency Bonds from the Agency by the Trustee on behalf of the Authority <br />pursuant to and in accordance with the provisions of the Assignment Agreement by and among <br />the Agency, the Authority and the Trustee (the "Assignment Agreement"). The Board hereby <br />approves the Assignment Agreement in the form on file with the Secretary, together with any <br />changes therein or additions thereto deemed advisable by the official of the Authority executing <br />the Assignment Agreement, and the execution thereof by the Authority shall be conclusive <br />evidence of the approval of any such changes or additions. The Board hereby authorizes and <br />directs the Chairman, the Executive Director or the Treasurer, each acting alone, to execute, and <br />the Secretary to attest and affix the seal of the Authority to, the final form of the Assignment <br />Agreement for and in the name of the Authority. The Board hereby authorizes the delivery and <br />performance by the Authority of the Assignment Agreement. <br /> <br /> Section 4. Sale of Bonds. The Board hereby approves the sale of the Bonds by <br />negotiation with Stone & Youngberg LLC (the "Underwriter"). The Bonds shall be sold <br />pursuant to a Purchase Agreement (the "Bond Purchase Agreement") by and between the <br />Authority and the Underwriter in the form on file with the Secretary, together with any changes <br />therein or additions thereto approved by the official of the Authority executing the Purchase <br />Agreement, whose execution thereof shall be conclusive evidence of his approval of any such <br />additions and changes. The Bond Purchase Agreement shall be executed in the name and on <br />behalf of the Authority by the Chairman, the Executive Director or the Treasurer, each acting <br />alone, upon submission of a proposal by the Underwriter to purchase the Bonds; provided, <br />however, that such proposal is acceptable to such official and is consistent with the <br />requirements of this Resolution. The amount of Underwriter's discount (without regard to any <br />original issue discount) shall be not more than one and seventy one-hundredths percent (1.70%) <br />of the par amount of the Bonds, and the net interest cost of the Bonds shall not exceed six and <br />one-half percent (6.50%) per annum. <br /> <br /> Section 5. Approval of Related Documents. The Continuing Disclosure Certificate by <br />the Authority and as acknowledged by the Trustee, be and are hereby approved, and the <br />Chairman, the Executive Director or the Treasurer is hereby authorized and directed to execute <br />and deliver, for and on behalf of the Authority, said document in the form on file with the <br />Secretary together with such changes, insertions or deletions as may be approved by the official <br />executing such document upon consultation with the Authority's general counsel and Bond <br />Counsel, the approval thereof to be conclusively evidenced by the execution and delivery by the <br />Authority of the Continuing Disclosure Certificate. The Secretary is hereby authorized and <br />directed to attest such official's signature to such document. <br /> <br /> Section 6. Preliminary Official Statement. The Authority hereby approves the <br />Preliminary Official Statement describing the financing in the form on file with the Secretary, <br />together with any changes therein or additions thereto deemed advisable by the Chairman, the <br />Executive Director or the Treasurer. The Authority authorizes and directs the Chairman, the <br />Executive Director or the Treasurer, on behalf of the Authority to deem "final" pursuant to Rule <br />15c2-12 under the Securities Exchange Act of 1934, the information relating to the Authority, <br /> <br /> <br />