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<br />NOW, THEREFORE, BE IT RESOLVED BY THE HOUSING AUTHORITY OF THE CITY
<br />FO SANTA ANA AS FOLLOWS:
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<br />SECTION 1. The Supplemental Indenture of Trust (the
<br />"Supplernental Indenture") between the Issuer and the Trustee, in the
<br />form presented to this meeting, is hereby approved. The Chairman and
<br />the Executive Director (the "Authorized Representatives") are each
<br />hereby authorized and directed, for and in the name and on behalf of
<br />the Issuer, to execute and deliver the Supplemental Indenture, and
<br />the Secretary of the Issuer is hereby authorized and directed, for
<br />and in the name and on behalf of the Issuer, to attest the signature
<br />of the Authorized Representatives, in substantially said form, with
<br />such additions thereto or changes therein as are recommended or
<br />approved by the Authorized Representatives upon consultation with
<br />bond counsel to the Issuer, including such additions or changes as
<br />are necessary or advisable in accordance with Section 2 hereof, the
<br />approval of such additions or changes to be conclusively evidenced by
<br />the execution and delivery by the Issuer of the Supplemental
<br />Indenture.
<br />
<br />SECTION 2. The adoption of this Resolution, and the amendment
<br />of the Indenture pursuant to the Supplemental Indenture and the
<br />arnendment of documents related thereto, is hereby declared an
<br />"emergency matter" within the meaning of the Housing Authorities Law
<br />adopted and approved without the benefit of review or recommendations
<br />of the Redevelopment and Housing Commission,
<br />
<br />SECTION 3, Official Action. The Authorized Representatives and
<br />any and all other officials of the Issuer or such other person
<br />designated by the Issuer are hereby directed, for and on behalf of
<br />the Issuer, to do any and all things and take any and all actions
<br />including, without limitation, the execution and delivery of any and
<br />all amendments or supplements to the documents executed and delivered
<br />by the Issuer in connection with the issuance of the Bonds,
<br />including, but not limited to, any supplements or amendments to the
<br />Indenture necessary to receive a rating on the Bonds, any and all
<br />assignments, certificates, agreements, notices, consents, instruments
<br />of conveyance and other documents, which they, or any of them, on the
<br />advice of bond counsel to the Issuer, may deem necessary or advisable
<br />in order to effect the amendment of the Indenture, as provided
<br />herein, and to accomplish the purchase in lieu of redemption and
<br />rernarketing of the Bonds, and any and all assignments, certificates,
<br />agreements, notices, consents, instruments or conveyance and other
<br />documents which may be required by the Internal Revenue Code of 1986,
<br />which they, or any of them, on the advice of bond counsel to the
<br />Issuer, may deem necessary or advisable in connection with the
<br />execution of the Supplemental Indenture, as provided herein.
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<br />7/23/97 11:38 AM
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