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the Treasurer is hereby authorized to execute an appropriate certificate stating the Board's determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the Preliminary Official Statement by the Underwriter in connection with the sale of the Bonds is hereby approved. The Chairman, the Vice Chairman, the Executive Director or the Treasurer is hereby authorized and directed to approve any changes in or additions to a final form of official statement (the "Final Official Statement"), and the execution thereof by an authorized officer of the Authority shall be conclusive evidence of approval of any such changes and additions. The Board hereby authorizes the distribution of the Final Official Statement by the Underwriter. The Final Official Statement shall be executed in the name and on behalf of the Authority by the Chairman, the Vice Chairman, the Executive Director or the Treasurer. Section 5. Official Actions. The Chairman, the Vice Chairman, the Executive Director, the Treasurer, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds as described herein. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 6. Effective Date. This Resolution shall take effect from and after the date of its • passage and adoption. I, the undersigned Chairman of the Countywide Public Financing Authority, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted by the Board of Directors of the Authority at a meeting thereof on the 19th day of June, 1996, by the following vote of the members thereof: AYES: Member Representatives from the Cities of Brea, Buena Park, Fullerton, Garden Grove, Orange, Santa Ana and Stanton and Tustin NOES: None ABSTAIN: None ABSENT: Member Representative from the City of Seal Beach Chairman -3-