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and secured, the Authority has previously determined to enter into a Trust Agreement with The Bank of New York Trust Company, N.A. (the "Trust Agreement"); D. E.J. De La Rosa & Co., Inc., as underwriter (the "Underwriter"), has submitted to the City and the Authority a proposed form of an agreement to purchase the Certificates in the form of a Certificate Purchase Agreement (the "Certificate Purchase Agreement"); E. The Governing Board has been presented with the form of each document referred to herein relating to the financing contemplated hereby, 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 F. All acts, conditions and things required by the 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. Section 2. The form of Certificate Purchase Agreement, on file with the Secretary of the Authority, is hereby approved, and the Executive Director, the Treasurer, the Authority Counsel, the Secretary and the Controller of the Authority (the "Authorized Officers") are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Certificate Purchase Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Certificates shall not exceed $70,000,000, the final maturity date of the Certificates shall be no later than January 1, 2040, the true interest cost applicable to the Certificates shall not exceed 6.00% per annum and the underwriter's discount for the sale of the Certificates shall not exceed 1.0% of the aggregate principal amount of such Certificates. Section 3. The execution and delivery of not to exceed $70,000,000 aggregate principal amount of the Certificates, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Trust Agreement as finally executed, is hereby authorized and approved. Section 4. The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, Resolution No. 2007-XXX Page 2 of 4