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(such approval to be conclusively evidenced by his execution and delivery thereof); and <br />each of the Secretary and any Assistant Secretary is hereby authorized to affx the seal <br />of the Authority thereto. Such Indenture of Trust, as executed and delivered, is <br />hereinafter referred to as the "Subordinate Indenture." The Subordinate Indenture is <br />hereby made a part of this Resolution as though set forth in full herein and the same <br />hereby is approved. <br />The issuance of the Subordinate Bonds is hereby authorized, subject to the <br />provisions of this Resolution and the Subordinate Indenture. The Subordinate Bonds <br />shall be dated, shall mature on the dates and in the years and shall bear interest <br />payable at the rates and on the dates all as provided in the Subordinate Indenture. <br />The form of the Subordinate Bonds and the provisions for signatures, <br />authentication, payment, registration, redemption, denomination, sinking fund, number <br />and other terms thereof shall be as set forth in the Subordinate Indenture. <br />The Subordinate Bonds shall be secured by the pledge effected by the <br />Subordinate Indenture and shall be special, limited obligations of the Authority payable <br />solely from the sources specified in the Subordinate Indenture. Neither the State of <br />California nor any public agency thereof (other than the Authority) nor any member <br />of the Authority nor any Project Participant shall be obligated to pay the principal or <br />Redemption Price (as defined in the Subordinate Indenture) of, or interest on, the <br />Subordinate Bonds. Neither the faith and credit nor the taxing power of the State of <br />California or any public agency thereof or any member of the Authority or any Project <br />Participant is pledged to the payment of the principal or Redemption Price of, or <br />interest on, the Subordinate Bonds. The Subordinate Bonds shall never constitute a <br />debt or indebtedness of the Authoriw within the meaning of any provision or limitation <br />of the constitution or statutes of the State of California, nor shall they constitute or <br />give rise to a pecuniary liability of the Authority or a charge against its general credit. <br />3. Pursuant to Section 6571 of the Government Code of the State of <br />California it is hereby found and determined by the Board of Directors that (a) if the <br />Subordinate Bonds, or any thereof, are sold at less than the par amount thereof, such <br />sale at less than the par amount thereof will result in more favorable terms for such <br />Subordinate Bonds and (b) a negotiated sale of the Subordinate Bonds is necessary. <br />Each of the President and Vice President of the Authority is hereby <br />authorized to execute and deliver a purchase contract (which may be a forward delivery <br />purchase contract) for the Subordinate Bonds or any thereof, between the Authority <br />and the underwriters named therein. Smith Barney Inc. is hereby designated a Co- <br />Senior Manager (and %oak-runner") in connection with the financing, and Bear, <br />Stearns & Co. Inc. is hereby designated a Co-Senior Manager. The firms listed on <br />Appendix A hereof are hereby designated as Co-Managers in connection with the <br />Subordinate Bonds. The purchase price at which the Subordinate Bonds are to be sold <br />to the underwriters and the related underwriters' discount shall each be determined in <br />accordance with the provisions of Paragraph 8 of this Resolution. Payment for the <br />Subordinate Bonds shall be pursuant to the terms and conditions set forth in the <br />purchase contract executed pursuant to this Resolution.