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<br />E. The Borrower has requested that the Authority execute and deliver a pledge and
<br />assignment agreement, an agency agreement and a regulatory agreement and
<br />declaration of restrictive in connection with the issuance and delivery of the Bonds.
<br />
<br />F. The Authority hereby finds and declares that this resolution is being adopted
<br />pursuant to the powers granted by the Act.
<br />
<br />G. All conditions, things and acts required to exist, to have happened and to have been
<br />performed precedent to and in the issuance of the Bonds and the implementation of the
<br />Program as contemplated by this resolution and the documents referred to herein exist,
<br />have happened and have been performed in due time, form and manner as required by
<br />the laws of the State of California, including the Act.
<br />
<br />Section 2. Pursuant to the Act and the Pledge and Assignment Agreement (hereinafter
<br />defined), revenue bonds of the Authority, designated as "Housing Authority of the City
<br />of Santa Ana Multifamily Housing Revenue Bonds (Wilshire & Minnie Apartments) 2007
<br />Series A" in an aggregate principal amount not to exceed $16,000,000 (the "Bonds"),
<br />are hereby authorized to be issued and delivered. The Bonds shall be executed by the
<br />manual or facsimile signature of the Executive Director of the Authority, and attested by
<br />the manual or facsimile signature of the Secretary, in the form set forth in and otherwise
<br />in accordance with the Pledge and Assignment Agreement.
<br />
<br />Section 3. A Pledge and Assignment Agreement (the "Pledge and Assignment
<br />Agreement") among the Authority, Washington Mutual Bank, as agent and originator on
<br />behalf of the Authority of the Mortgage Loan (the "Agent"), and Washington Mutual
<br />Bank, as owner of the Bonds, in the form presented to this meeting, is hereby
<br />approved. The Executive Director of the Authority, or any authorized deputy (the
<br />"Designated Officers") are, and each of them acting alone is, hereby authorized, for and
<br />in the name and on behalf of the Authority, to execute and deliver the Pledge and
<br />Assignment Agreement, and the Secretary is hereby authorized, for and in the name
<br />and on behalf of the Authority, to attest the Designated Officer's signature on the
<br />Pledge and Assignment Agreement, in substantially said form, with such additions
<br />thereto or changes therein as are recommended or approved by the Executive Director
<br />upon consultation with bond counsel to the Authority, including such additions or
<br />changes as are necessary or advisable in accordance with Section 5 hereof, and which
<br />may be required in connection with providing alternate security for the payment of the
<br />principal of and interest on a portion of the Bonds, (provided that no additions or
<br />changes shall authorize an aggregate principal amount of Bonds in excess of
<br />$16,000,000), the approval of such additions or changes to be conclusively evidenced
<br />by the execution and delivery by the Authority of the Pledge and Assignment
<br />Agreement. The date, maturity dates, interest rate or rates, interest payment dates,
<br />denominations, form, registration provisions, manner of execution, place of payment,
<br />terms of redemption, and other terms of the Bonds shall be as provided in the Pledge
<br />and Assignment Agreement as finally executed.
<br />
<br />Section 4. An Agency Agreement (the "Agency Agreement") between the Authority
<br />and the Agent, in substantially the form presented at this meeting, is hereby approved.
<br />The Designated Officers of the Authority are, and each of them acting alone is, hereby
<br />
<br />Resolution No. HA 2007-003
<br />Page 2 of4
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