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obligated to pay the principal or Redemption Price (as defined in the Indenture) of, or interest on, <br />the Bonds. Neither the f&h and credit nor the taxing power of the State of California or any <br />public agency thereof or any member of the Authority or any Project Participant is pledged to the <br />payment of the principal or Redemption Price of, or interest on, the Bonds. The Bonds shall not <br />constitute debt or indebtedness of the Authority within the meaning of any provision or <br />limitation of the Constitution or statutes of the State of California and shall not constitute or give <br />rise to a pecuniary liability of the Authority or a charge against its general credit. <br />The President and Vice President and each Secretary and any Assistant Secretary of the <br />Authority are hereby authorized pursuant to this Rcsolution to execute and deliver any <br />amendment to the Indenture at or prior to the execution and delivery of the Bonds provided that <br />(i) the Finance Committee (as defined below) and the President, Vice President or Executive <br />Director determine that the amendment is necessary or appropriate and (ii) the amendment will <br />not mdterially adversely affect the rights of the owners of the Bonds or the Refunded Bonds (as <br />defined in the Indenture). <br />2. Each of thc President and Vice President and each of the Secretary and any <br />Assistant Secretxy of the Authority are hereby authorized and directed to execute and deliver an <br />Auction Agency Agreement relating to the Ronds (the "Auction Agency Agreement"), in <br />substantially the form on file with the Authority, with such changes, insertions and omissions <br />(subject to Parapph 13 hereof) as shall be approved by said President or Vice President to <br />provide for, among other things, determining thc variable interest rate on the Bonds (such <br />approval to be conclusively evidenced by his execution and delivery thereof). The Auction <br />Agency Agreement is hereby made a part of this Resolution as though set forth in full herein and <br />the same hereby is approved. <br />3. Pursuant to Section 6571 of the Government Code of the State of California it is <br />hereby found and determined by thc Board of Directors that (a) if the Bonds, or any thereof, are <br />sold at less than the par amount thereof, such sale at less than the par amount thereof will result <br />in more favorable terms for such Bonds and (b) the negotiated sale of the Bonds is necessay. <br />Each of the President and Vice President of the Authority is hereby authorized (i) to <br />execute and deliver a purchase contract for the Bonds, between the Authority and UBS Financial <br />Services lnc. (the "Underwriter") and (ii) to negotiate the underwriter's discount or fcc relating <br />to the Bonds. The purchase price at which the Bonds are to be sold to the Underwriter and the <br />related underwriter's discount or fee shall each be detcrmincd in accordance with this <br />Resolution. Payment for the Bonds shall be pursuant to the terms and conditions set forth in the <br />purchase contract executed pursuant to this Resolution. <br />4. Each of the President and Vice President of the Authority is hereby authorized to <br />approve a Preliminary Official Statement relating to the Bonds (such approval to be conclusively <br />evidenced by the delivery thereof) (the "Preliminary Official Statement"), and the Board of <br />Directors hereby approves the use of the Preli mi nary Official Statement in connection with the <br />offering and sale of the Ronds, with such additions thereto and changes therein as are determined <br />necessary or appropriate by the President or Vice President of the Authority to make such <br />Preliminary Official Statcment final as of its date for purposes of Rule 15~2-12 of the Securities <br />and Exchange Commission (except for the omission of those items permitted by said Rule). <br />45403321.3 (Mead-Adelanto)