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APFA-2019-002 RESOLUTION NO. APFA-2 01 9-0 0 2 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE APPLICATION OF MONEYS IN THE SPECIAL RESERVE FUND FOR THE ANAHEIM PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (ANAHEIM PUBLIC IMPROVEMENTS PROJECT); AUTHORIZING THE EXECUTION AND DELIVERY OF ESCROW AGREEMENTS IN CONNECTION THEREWITH AND AUTHORIZING OTHER MATTERS RELATED THERETO WHEREAS, pursuant to the Indenture of Trust, dated as of February 1, 1997 (the "Original Indenture"), by and between the Anaheim Public Financing Authority (the "Authority") and BNY Western Trust Company, as trustee, the Authority issued its Anaheim Public Financing Authority Senior Lease Revenue Bonds (Anaheim Public Improvements Project), 1997 Series A, its Anaheim Public Financing Authority Senior (Taxable) Lease Revenue Bonds (Anaheim Public Improvements Project) 1997 Series B, and its Anaheim Public Financing Authority Subordinate Lease Revenue Bonds (Anaheim Public Improvements Project) 1997 Series C (the"1997 Series C Bonds"); WHEREAS, pursuant to the Original Indenture, as modified and amended by the First Supplemental Indenture of Trust, dated as of June 1, 2007, by and between the Authority and The Bank of New York Trust Company, N.A., as successor trustee (as so modified and amended, the "Indenture"), the Authority issued its Anaheim Public Financing Authority Senior Lease Revenue Bonds (Anaheim Public Improvements Project), 2007 Refunding Series A-1(the "2007 Series A-1 Bonds"), its Anaheim Public Financing Authority Senior Lease Revenue Bonds (Anaheim Public Improvements Project), 2007 Refunding Series A-2 (the "2007 Series A-2 Bonds"), and its Anaheim Public Financing Authority Senior (Taxable) Lease Revenue Bonds (Anaheim Public Improvements Project) 2007 Refunding Series B (the "2007 Series B Bonds") (capitalized undefined terms used herein have the meanings ascribed thereto in the Indenture); WHEREAS, The Bank of New York Mellon Trust Company, N.A. is the successor trustee(the"Trustee")under the Indenture; - WHEREAS,the outstanding 1997 Series A Bonds, 1997 Series C Bonds, 2007 Series A- 1 Bonds, 2007 Series A-2 Bonds and 2007 Series B Bonds are payable from the Lease Payments made by the City of Anaheim (the"City")pursuant to the Lease Agreement; WHEREAS, the City desires that the Authority issue two Series of Refunding Bonds to refund the 2007 Series A-1 Bonds and the 2007 Series A-2 Bonds, and the Authority desires to so issue such Series of Refunding Bonds; WHEREAS, the Authority anticipates that, in order to refund the 2007 Series A-1 Bonds and the 2007 Series A-2 Bonds, the Authority will issue its Anaheim Public Financing Authority Senior Lease Revenue Refunding Bonds (Anaheim Public Improvements Project), Series 2019 A, and its Anaheim Public Financing Authority Senior Lease Revenue Refunding Bonds (Anaheim Public Improvements Project), Series 2019 B (Taxable) (the"Series 2019 B Bonds"); 4153-6369-6922.2 WHEREAS, Section 6.14 of the Indenture provides that, on the fifth Business Day of each month, if so directed in writing by an Authorized Authority Representative and an Authorized Disney Representative, the Trustee shall apply moneys in the Special Reserve Fund established under the Indenture available for such purpose to the purchase of Bonds tendered to the Trustee for purchase, the redemption of Bonds or the payment of Bonds; WHEREAS, the Authority desires to provide for (a) the application of moneys in the Special Reserve Fund to the redemption of all of the 2007 Series B Bonds, (b) the application of moneys in the Special Reserve Fund so as to cause all of the 1997 Series C Bonds maturing on September 1, 2037 (the "Paid 2037 Series C Bonds") to be defeased and deemed to have been paid pursuant to Article XI of the Indenture, (c) the application of moneys in the Special Reserve Fund so as to cause all of the 1997 Series C Bonds maturing on September 1, 2036 (the "Paid 2036 Series C Bonds") to be defeased and deemed to have been paid pursuant to Article XI of the Indenture, (d) the application of moneys in the Special Reserve Fund so as to cause all of the 1997 Series C Bonds maturing on September 1, 2035 (the "Paid 2035 Series C Bonds") to be defeased and deemed to have been paid pursuant to Article XI of the Indenture, (e) the application of moneys in the Special Reserve Fund so as to cause all or a portion of the 1997 Series C Bonds maturing on September 1, 2034 (the "Paid 2034 Series C Bonds") to be defeased and deemed to have been paid pursuant to Article XI of the Indenture, and (f) the application of moneys in the Special Reserve Fund so as to cause all or a portion of the 1997 Series C Bonds maturing on September 1, 2033 to be defeased and deemed to have been paid pursuant to Article XI of the (the "Paid 2033 Series C Bonds" and, together with the Paid 2034 Series C Bonds, the Paid 2035 Series C Bonds, the Paid 2036 Series C Bonds and the Paid 2037 Series C Bonds, the "Paid Series C Bonds"); WHEREAS, the Authority desires to authorize the application of moneys in the Special Reserve Fund so as to cause all or a portion of the Series 2019 B Bonds to be paid, redeemed or defeased and deemed to have been paid pursuant to Article XI of the Indenture; WHEREAS, the moneys to redeem the 2007 Series B Bonds will be applied to such purpose pursuant to an Escrow Agreement relating to the 2007 Series B Bonds, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee and as escrow bank(such Escrow Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "2007 Series B Bonds Escrow Agreement"); WHEREAS, the moneys to defease the Paid Series C Bonds will be applied to such purpose pursuant to an Escrow Agreement relating to the Paid Series C Bonds, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee and as escrow bank (such Escrow Agreement, in the form presented to this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Paid Series C Bonds Escrow Agreement"); WHEREAS,there have been prepared and submitted to this meeting forms of: (a) the 2007 Series B Bonds Escrow Agreement; and 2 4153-6369-6922.2 (b) the Paid Series C Bonds Escrow Agreement; WHEREAS, the Board of Directors of the Authority (the "Board of Directors") desires to authorize the consummation of the transactions described in the recitals hereof and to authorize the execution and delivery of the 2007 Series B Bonds Escrow Agreement and the Paid Series C Bonds Escrow Agreement; NOW, THEREFORE, the Board of Directors of the Anaheim Public Financing Authority does hereby resolve, determine and order as follows: Section 1. The above recitals are true and correct, and the Board of Directors so finds and determines. Section 2. The application, in accordance with the terms of the Indenture, of moneys in the Special Reserve Fund, in an amount not to exceed $105,000,000 (a) to the redemption of all of the 2007 Series B Bonds, (b) so as to cause all of the 1997 Series C Bonds maturing on September 1, 2037 to be defeased and deemed to have been paid pursuant to Article XI of the Indenture, (c) so as to cause all of the 1997 Series C Bonds maturing on September 1, 2036 to be defeased and deemed to have been paid pursuant to Article XI of the Indenture, (d) so as to cause all of the 1997 Series C Bonds maturing on September 1, 2035 to be defeased and deemed to have been paid pursuant to Article XI of the Indenture, (e) so as to cause all or a portion of the 1997 Series C Bonds maturing on September 1, 2034 to be defeased and deemed to have been paid pursuant to Article XI of the Indenture, and (f) if all of the 1997 Series C Bonds maturing on September 1, 2034 are defeased and deemed to have been paid pursuant to Article XI of the Indenture as provided in the preceding clause (e), so as to cause all or a portion of the 1997 Series C Bonds maturing on September 1, 2033 to be defeased and deemed to have been paid pursuant to Article XI of the Indenture, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority (i) to determine, based on the amount available in the Special Reserve Fund pursuant to the Indenture at the time such moneys are to be so applied, the amount to be applied pursuant to each of clauses (a) through (f) of the preceding sentence, (ii) to liquidate any investments held in the Special Reserve Fund in order to make amounts therein available to be so applied, and (iii) to execute and deliver to the Trustee a written direction of an Authorized Authority Representative directing the Trustee to so apply such moneys. Section 3. The 2007 Series B Bonds Escrow Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Chairman of the Authority, the Vice-Chairman of the Authority, and such other members of the Board of Directors as the Chairman may designate,the Executive Director of the Authority, the Treasurer of the Authority, the Secretary of the Authority and such other officers of the Authority as the Executive Director may designate (the "Authorized Officers") is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the 2007 Series B Bonds Escrow Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the 2007 Series B Bonds Escrow Agreement by such Authorized Officer. 3 4153-6369-6922.2 Section 4. The Paid Series C Bonds Escrow Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, be and the same is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority, to execute and deliver the Paid Series C Bonds Escrow Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Paid Series C Bonds Escrow Agreement by such Authorized Officer. Section 5. The application, in accordance with the terms of the Indenture, of moneys in the Special Reserve Fund, in an amount not to exceed $8,000,000 (a) to the payment of all or a portion of the Series 2019 B Bonds, (b) to the redemption of all or a portion of the Series 2019 B Bonds, and (c) so as to cause all or a portion of the Series 2019 B Bonds to be defeased and deemed to have been paid pursuant to Article XI of the Indenture, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the Authority (i) to determine, based on the amount available in the Special Reserve Fund pursuant to the Indenture at the time such moneys are to be so applied, the amount to be applied pursuant to each of clauses (a), (b) and (c) of the preceding sentence, (ii) to liquidate any investments held in the Special Reserve Fund in order to make amounts therein available to be so applied, and (iii) to execute and deliver to the Trustee a written direction of an Authorized Authority Representative directing the Trustee to so apply such moneys. Section 6. The Authorized Officers and their authorized deputies and agents are, and each of them is, hereby authorized and directed, for and in the name of the Authority to do any and all things and to execute and deliver any and all documents that they or any of them deem necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 7. All actions heretofore taken by the Authorized Officers and their authorized deputies and agents with respect to the transactions contemplated by this Resolution, or in connection with or related to any of the agreements or documents referred to herein, are hereby approved, confirmed and ratified. 4 4153-6369-6922.2 Section 8. This Resolution shall take effect immediately upon its adoption. THE FOREGOING RESOLUTION was approved and adopted by the Board of Directors of the Anaheim Public Financing Authority at a regular meeting of said Board of Directors held • on the 29th day of January, 2019,by the following vote: AYES:Chairman Sidhu and Authority Members Kring, Barnes, Brandman, Faessel, and O'Neil NOES: None ABSENT: None ABSTAIN:Authority Member Moreno ANAHEIM PUBLIC FINANCE AUTH•RITY /.r .;'AIRMAN O E BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY [SEAL] ATTEST: SECRETARY F THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY (ACTING) 5 4153-6369-6922.2 SECRETARY'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM I, THERESA BASS, Acting Secretary of the Anaheim Public Financing Authority, do hereby certify that the foregoing is the original Resolution No. APFA 2019-002 adopted at a regular meeting provided by law, of the Anaheim Public Financing Authority held on the 29th day of January, 2019, by the following vote of the members thereof: AYES: Chairman Sidhu and Authority Members Kring, Barnes, Brandman, Faessel, and O'Neil NOES: None ABSTAIN: Authority Member Moreno ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January, 2019. 4111 � ING SE ETARY OF THE ANAHEIM PUBLIC FINANCING AUTHORITY (SEAL)