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Kinsell, Newcomb & DeDios, Inc., as underwriter (the "Underwriter"), has submitted to the City and the Authority a proposed form of an agreement to purchase the Bonds in the form of a Bond Purchase Agreement (the "Purchase Contract"); A form of the Preliminary Official Statement (the "Preliminary Official Statement") to be distributed in connection with the public offering of the Bonds has been prepared; The City is a member of the Authority and the Project is to be located within the boundaries of the City; The Governing Board has been presented with the form of each document referred to herein relating to the refinancing Contemplated hereby, and the Governing Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such refinancing; and All acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such refinancing authorized hereby do exist, have happened' and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such refinancing for the purpose, in the manner and upon the terms herein provided; Section 2. All of the recitals herein contained are true and correct and the Governing Board so finds. Section 3. The form of the Master Installment Purchase Agreement, on file with the Secretary of the Authority, is hereby approved, and the Chair or Vice-Chair of the Authority, or such other member of the Governing Board as the Chair may designate, the Executive Director of the Authority, the Treasurer of the Authority and the Controller of the Authority (the "Authorized Officers"), are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Master Installment Purchase Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; Section 4. The form of First Supplement, on file with the Secretary of the Authority, is hereby approved, and the Authorized OffiCers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the First Supplement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that FA Resolution No. 2004-002 Page 3 of 7