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I.D.A. RESOLUTION 93-001 Page 2 (the "successor Trustee") setting forth the termS and conditions for the resignation of the Trustee and the appointment of the successor Trustee under the Indenture; NOW, THEREFORE, BE IT RESOLVED, DETERMINED and ORDERED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA, AS FOLLOWS: SECTION 1. ~xecution of Aareement. The Authority J..... accepts the resignation of the Trustee and appoints, with the · approval of the Bank, the successor Trustee as successor in trust under the Indenture and confirms to the Successor Trustee all of the rights, titles, interests, capacities, privileges, duties and responsibilities of the trustee under the Indenture, all subject to the terms and conditions and with the effect as provided in the Indenture and the Agreement, which Agreement is hereby approved and the Chairman and the Secretary of the Authority are hereby authorized and directed, in the name of the Authority, to execute, acknowledge and deliver the Agreement in sUbstantiallY the form presented to this meeting with such changes therein as the officers executing the same and the city Attorney may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 2. 9ther Acts. The officers and staff of the Authority are hereby authorized and directed, jointlY and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with Orrick, Herrington & sutcliffe, the Authority's bond counsel, they may deem necessary or advisable in order to effectuate the purposes of this Resolution, and any and all such actions previouslY taken by such officers or staff members are hereby ratified and confirmed. J ~RAI-OSlml9l 2 U14S31l.1