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APIC1989-811009-42 JHHW:BDQ:kla 10/13/89 Z4857 10/20/89 10/27/89 ANAHEIM PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. APIC89- 8 A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the Board Directors of the Anaheim Public Improvement Corporation (the "Corporation"): WHEREAS, the City of Anaheim (the "City"), working together with the Corporation, is proposing to proceed with a lease financing; and WHEREAS, in connection therewith, the City proposes to finance the construction of certain capital improvements, as more particularly described in the hereinafter defined Trust Agreement and it is in the public interest and for the public benefit that the Corporation authorize and direct execution of the hereinafter defined Lease Agreement and certain other financing documents in connection therewith; and WHEREAS, the documents below specified have been filed with the Corporation and the members of the Board of Directors, with the aid of its staff, have reviewed said documents; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The below-enumerated documents be and are hereby approved, and the President or Treasurer is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the Secretary is hereby authorized and directed to attest to such official's signature: (a) an acquisition agreement, by and between the City, as seller, and the Corporation, as purchaser, pursuant to which the City will sell certain public facilities (the "Facility") and the site thereof (the "Site") to the Corporation for lease-back to the City pursuant to the Lease Agreement; (b) a lease agreement relating to the Facility and the Site, between the Corporation, as lessor, and the City, as lessee (the "Lease Agreement"); (c) a trust agreement, by and among the Corporation, the City and State Street Bank and Trust Company of California, N.A., Los Angeles, California, as trustee (the "Trustee"), relating to the financing and the execution and delivery of certificates of participation evidencing the undivided, fractional interests of the owners thereof in lease payments to be made by the City under the Lease Agreement; and (d) an assignment agreement, by and between the Corporation and the Trustee, pursuant to which the Corporation will assign certain of its dghts under the Lease Agreement, including its right to receive lease payments thereunder, to the Trustee. Section2. The President, Treasurer, Secretary and other officials of the Corporation are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the lease financing herein authorized. Section 3. This Resolution shall take effect upon its adoption. It is hereby certified that the foregoing resolution was duly adopted at a meeting of the Anaheim Public Improvements Corporation held on the 7th day of November, 1989, by the following vote: AYES, and in favor of, Directors: Daly, Ehrle, Pickler, Kaywood and Hunter NOES, Directors: None ABSENT, Directors: None A'FrEST: SECRETARY OF THE ANAHEIM PUBLIC iMPROVEMENT CORPORATION -2- CLERK STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public Improvement Corporation, do hereby certify that the foregoing Resolution No. APIC89-8 was introduced and adopted at a regular meeting provided by law, of the Board of Directors of the Anaheim Public Improvement Corporation held on the 7th day of November, 1989, by the following vote of the members thereof: AYES: BOARD MEMBERS: Daly, Ehrle, Pickler, Kaywood and Hunter NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None AND I FURTHER certify that the President of the Board of Directors signed said Resolution No. APIC89-8 on the 8th day of November, 1989. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 8th day of November, 1989. SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION (SEAL~ I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Corporation, do hereby certify that the foregoing is the original of Resolution No. APIC89-8 duly passed and adopted by the Anaheim Public Improvement Corporation on November 7, 1989. SECRETARY OF THE ANAHEIM PUBLIC IMPROV~4EMT CORPORATION 2154C