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10/19/2009 <br />3. Any Authorized Officer is hereby authorized and directed to send, or to cause <br />to be sent, an irrevocable written instruction to the State Controller (the "Irrevocable <br />Written Instruction ") notifying the State of the sale of the Proposition 1A Receivable and <br />instructing the disbursement pursuant to Section 6588.6(c) of California Government <br />Code of the Proposition 1A Receivable to the Trustee, on behalf of the Purchaser, <br />which Irrevocable Written Instruction shall be in the form presented at this meeting. <br />4. The Authorized Officers and such other Seller officers, as appropriate, are <br />hereby authorized and directed, jointly and severally, to do any and all things and to <br />execute and deliver any and all documents, including but not limited to, if required, <br />appropriate escrow instructions relating to the delivery into escrow of executed <br />documents prior to the closing of the Bonds, and such other documents mentioned in <br />the Sale Agreement or the Indenture, which any of them may deem necessary or <br />desirable in order to implement the Sale Agreement and otherwise to carry out, give <br />effect to and comply with the terms and intent of this Resolution; and all such actions <br />heretofore taken by such officers are hereby ratified, confirmed and approved. <br />5. All consents, approvals, notices, orders, requests and other actions <br />permitted or required by any of the documents authorized by this Resolution, whether <br />before or after the sale of the Proposition 1 A Receivable or the issuance of the Bonds, <br />including without limitation any of the foregoing that may be necessary or desirable in <br />connection with any default under or amendment of such documents, may be given or <br />taken by an Authorized Officer without further authorization by this City Council of <br />Redwood City, and each Authorized Officer is hereby authorized and directed to give <br />any such consent, approval, notice, order or request, to execute any necessary or <br />appropriate documents or amendments, and to take any such action that such <br />Authorized Officer may deem necessary or desirable to further the purposes of this <br />Resolution. <br />6. The City Council of Redwood City acknowledges that, upon execution and <br />delivery of the Sale Agreement, the Seller is contractually obligated to sell the <br />Proposition 1A Receivable to the Purchaser pursuant to the Sale Agreement and the <br />Seller shall not have any option to revoke its approval of the Sale Agreement or to <br />determine not to perform its obligations thereunder. <br />7. This Resolution shall take effect from and after its adoption and approval. <br />ATTY /RESO /RESO.1949 <br />092909 <br />#14976 <br />MUFF # 304 <br />3 <br />