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G. For purposes of financing on a tax-exempt basis a portion of the costs of the Project, the Authority now desires to (i) authorize the execution and delivery of a loan agreement (the "Loan Agreement") pursuant to which the Authority will issue a revenue bond (the "Bond") to GE Government Finance, Inc. (the "Lender") in an aggregate principal amount not to exceed $2,500,000", (ii) provide for the payment of the principal, premium, if any, and interest on the Bond with revenues derived from the loan of the proceeds to the Borrower to finance a portion of the costs of the Project pursuant to the terms and provisions of the Loan Agreement, and (iii) take and authorize certain other actions in connection with the foregoing. H. There have been presented to this meeting and there are now on file with the Secretary of the Authority, the following documents: (I) proposed form of Loan Agreement (including the form of bond to be issued by the Authority) to be entered into by and among the Authority, the Borrower and the Lender; (2) a proposed form of Tax Regulatory Agreement (the "Tax Regulatory Agreement") to be entered into by and among the Authority, the Borrower and the City of Santa Ana, California (the "City"); and (3) proposed form of the Escrow Agreement (the "Escrow Agreement") to be entered into by and among the Lender, the Authority, the Borrower and Marshall and Ilsley Trust Company (M&I), as escrow agent. I. The Board of Directors of the Santa Ana Empowerment Corporation, at its regular meeting of July 25, 2007, recommended approval of this action by the City of Santa Ana and the Industrial Development Authority of the City of Santa Ana. Section 2. Subject to approval as to form of the City Attorney of the City, serving as counsel to the Authority (the "Authority Attorney"), the Authority hereby approves the form of Loan Agreement presented at this meeting and authorizes the Executive Director of the Authority (hereafter the "Authorized Representative") to execute by manual or facsimile signature and deliver the Loan Agreement and the Bond provided for therein, and the Secretary of the Authority or designee is authorized to attest to the Loan Agreement, in the form presented to this Board with such changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to the Authority, such approval to be conclusively evidenced by the execution and delivery of the Loan Agreement. Payment ofthe principal, premium, if any, and the interest on the Bond shall be made solely from the revenues received by the Authority from the Borrower pursuant to the Loan Agreement, and the Bond shall not be deemed to constitute a debt or liability of the Authority, the City, the State of California or any political subdivision thereof. The Authority further authorizes and approves lending the proceeds of the Bond to the Borrower to finance a poction of the costs of the Project pursuant to the terms and provisions of the Loan Agreement. Section 3. Subject to approval as to form of the Authority Attorney, the form of the Tax Regulatory Agreement presented at this meeting is hereby approved, and the Authorized Representative is hereby authorized to execute by manual or facsimile signature and deliver the Tax Regulatory Agreement with such changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to Authority, such DOCSOC/1233212v2/200039_000 I 2