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<br />(5) Proposed form of Placement Agency Agreement <br />dated as of October 1, 1985 (the "Placement Agreement") among <br /> <br />the Authority, the Company and BankAmerica Capital Markets <br /> <br />Group, Bank of America NT&SA. <br /> <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Di- <br /> <br />rectors of the Industrial Development Authority of the City <br /> <br />of Santa Ana, California, as follows: <br /> <br />Section 1: The form, terms and provisions of the <br /> <br />Agreement be, and they hereby are, approved and, subject to <br /> <br />compliance with Section 91531 of the Act, the Chairman and <br /> <br />Vice Chairman be, and each of them, acting alone, hereby is <br /> <br />authorized and empowered to execute and the Secretary and <br /> <br />Assistant Secretary be, and each of them, acting alone, here- <br /> <br />by is authorized and empowered to attest and deliver the <br /> <br />Agreement in substantially the form presented to and con- <br /> <br />sidered at this meeting, with such changes therein as may be <br /> <br />approved by the official executing the same, such approval to <br /> <br />be conclusively evidenced by execution thereof. <br /> <br />Section 2: The form, terms and provisions of the <br /> <br />yIndenture be, and they hereby are, approved and, subject to <br /> <br />compliance with Section 91531 of the Act, the Chairman and <br /> <br />Vice Chairman be and each of them, acting alone, hereby is <br /> <br />4 <br /> <br />..., <br /> <br />J <br /> <br />...; <br /> <br />1 <br />j <br /> <br />'WI <br />