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APIC1988-111009-26 JHHW:BDQ:kla 05/02/88 Z3451 ANAHEIM PUBLIC IMPROVEMENT CORPORATIO,"' RESOLUTION NO. APIC88- ! 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 refinance its obligations relating to certain parking facilities, as more particularly described in the hereinafter defined Sublease Agreement (the "Project") and it is in the public interest and for the public benefit that the Corporation authorize and direct execution of the Sublease Agreement and certaia 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) a lease agreement relating to the Project, by and between the City, as lessor, and the Corporation, as lessee; (b) a sublease agreement relating to the Project, between the Corporation, as sublessor, and the City, as sublessee (the "Sublease Agreement"); (c) a trust agreement, by and among the Corporation, the City and Bank of America National Trust and Savings Association, Los Angeles, California, as trustee (the "Trustee"), relating to the refinancing and the execution and delivery of certificates of Participation evidencing the undivided, fractional interests of the owners thereof in sublease payments to be made by the City under the Sublease Agreement; and (d) an assignment agreement, by and between the Corporation and the Trustee, pursuant to which the Corporation will assign certain of its rights under the Sublease Agreement, including its right to receive sublease payments thereunder, to the Trustee. SECTION 2. 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 10th day of May, 1988, by the following vote: AYES, and in favor of, Directors: NOES, Directors: ABSENT, Directors: PUBLIC IMPROVEMENT CORPORATION ATTEST: SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION -2- STATE OF CAJLIF0~NIA ) 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. APIC88-1 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 10th day of May, 1988, by the following vote of the members thereof: AYES: BOARD MEMBERS: E~rle, Hunter, Kaywood and Pickler NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None VACANCY: One AND I FURTHER certify that the President of the Board of Directors signed said Resolution No. APIC88-1 on the llth day of May, 1988. IN WITNESS WHEREOF, I have hereunto set my tmnd and affixed tl~ seal of the City of Anaheim this llt, day of May, 1988. SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION (S~L) I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Corporation, do hereby certify that the foregoing is the original of Resolution No. APIC88-1 duly passed and adopted 'by the Anaheim Public Improvement Corporation on May 10, 1988. ANAHEIM PUBLIC IMPROVEMENT CORPORATION