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Section 4. An Agency Agreement (the "Agency Agreement") between the Authority and the Agent, in the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are, and each of them acting alone is, hereby authorized, for and in the name of and on behalf of the Authority, to execute and deliver the Agency Agreement with respect to the Project in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 6 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority of the Agency Agreement. Section 5. A Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement") between the Authority and the Borrower, in the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are, and each of them acting alone is, hereby authorized, for and in the name of and on behalf of the Authority, to execute and deliver the Regulatory Agreement with respect to the Project in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 6 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority of the Regulatory Agreement. Section 6. All actions heretofore taken by the officers and agents of the Authority with respect to the financing contemplated by this Resolution, the Program and the marketing of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority, including the Designated Officers, are hereby authorized, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful marketing of the Bonds in accordance with this Resolution and resolutions heretofore adopted by the Authority and in order to carry out the proposed financing and the Program, including but not limited to those certificates, agreements and other documents described in the Pledge and Assignment Agreement, the Agency Agreement, the Regulatory Agreement and the other documents herein approved and any certificates, agreements or documents as may be necessary to further the purpose hereof, evidence credit support or additional security for the Bonds, or evidence the obligation to purchase Bonds upon tender by the Bondholders, but which shall not create any obligation or liability of the Authority other than with respect to the revenues and assets derived from the proceeds of the Bonds. Section 7. This resolution shall take effect immediately upon its adoption. ADOPTED this 17th day of Novembe(, 2003 Resolution No. HA 2003-04 Page 3 of 4