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Indenture of Trust. Neither thc State of California nor any public agency thereof (other than the <br />Authority) nor any member of the Authority nor any Project A Participant (namely the Cities of <br />Anaheim, Burbank, Colton, Glendale and Pasadena) shall be obligated to pay the principal or <br />Redemption Price (as defined in the Indenture of Trust) of, or interest on, the Bonds. Neither the <br />faith and credit nor the taxing power of the Statc of California or any public agency thereof or <br />any member of the Authority or any Projcct A Participant is pledged to the payment of the <br />principal or Redemption Price of, or interest on, the Bonds. The Bonds shall not constitute a <br />debt or indebtedness of the Authority within the mcaning of any provision or limitation of the <br />constitution or statutes of the State of California, and they shall not constitute or give rise to a <br />pecuniary liability of the Authority or a chargc against its general credit. <br />2. Each of the President and Vice President of the Authority is hereby authorized (i) <br />to execute and deliver a purchase contract for the Bonds (the "Bond Purchase Contract"), <br />between the Authority and Citigroup Global Markets Inc. (the "Underwriter") and (ii) to <br />negotiate the underwriter's discount relating to the Bonds. The purchase price at which the <br />Bonds are to be sold to the Underwriter and the related underwriter's discount shall each be <br />determined in accordance with this Resolution. Payment for the Bonds shall bc pursuant to the <br />terms and conditions set forth in the Bond Purchase Contract. <br />3. The refunding of the Refunded Bonds (as defined in thc Supplemental Indenture) <br />as provided for in the Supplemental Indenturc and the Indenturc of Trust is hereby authorized. <br />Each of the President, Vice President, Executive Director, Secretary and any Assistant Secretary <br />of the Authority is hereby authorized on behalf of the Authority to purchase (by contract or <br />otherwise) U.S. Government Obligations (as defined in the Indenture of Trust) in such amounts, <br />maturing at such times and bearing such rates of interest as shall be necessary to pay when due <br />the redemption price(s) of and interest on the Refunded Bonds, and to take such other action as <br />any of them may deem necessary or appropriate to effectuate the purchase of said obligations. <br />4. Each of the President or Vice President of the Authority is hereby authorized and <br />directed to execute and deliver a Rcmarketing Agrecrnent relating to the Bonds between the <br />Authority and Citigroup Global Markets Inc., as Remarketing Agent, in substantially the form on <br />file with thc Authority, with such changes, insertions and omissions as shall be approved by said <br />President or Vice President (such approval to be conclusively evidenced by such officer's <br />execution and delivery thereof). Said Remarketing Agreement, in the form in which executed <br />and delivered, is hereinafter referred to as the "Remarketing Agreement." The Remarketing <br />Agreement is hereby made a part of this Resolution as though set forth in full herein and the <br />same hereby is approved. <br />5. Each of the President and Vice President of the Authority is hereby authorized <br />and directed to executc and deliver an international Swaps and Derivatives Association, Inc. <br />Master Agreement, a related Schedule, a related Credit Support Annex and a related <br />Confirmation (i) between the Authority and Citibank, N.A., New York, or an affiliate thereof, <br />and (ii) between the Authority and Bear Steams Financial Products Inc., or an affiliate thereof <br />(or other entity acceptable to the President or Vice President), in substantially the fonns on file <br />with the Authority, with such changes, insertions and omissions (subject to Paragraph 9 hereof) <br />as shall be approved by said President or Vice President (such approval to be conclusively <br />cvidenced by such officer's execution and delivery thereof). The notional amounts of the Swap