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<br />G. All conditions, things and acts required to exist, to have happened and to <br />have been performed precedent to and in the issuance of the Bonds and the <br />implementation of the Program as contemplated by this Resolution and the documents <br />referred to herein exist, have happened and have been performed in due time, form <br />and manner as required by the laws of the State of California, including the Act. <br /> <br />Section 2: Pursuant to the Act and the Pledge and Assignment Agreement <br />(hereinafter defined), revenue bonds of the Authority, designated as "Housing Authority <br />of the City of Santa Ana Multifamily Housing Revenue Bonds (Ross & Durant <br />Apartments) 2006 Series A" in an aggregate principal amount not to exceed $7,343,904 <br />are hereby authorized to be issued and delivered. The Bonds shall be executed by the <br />manual or facsimile signature of the Chairperson or the Executive Director of the <br />Authority, and attested by the manual or facsimile signature of the Secretary, or any <br />designee thereof, in the form set forth in and otherwise in accordance with the Pledge <br />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 (the "Agent"), <br />and Washington Mutual Bank, as originator of the Mortgage Loan and owner of the <br />Bonds, in substantially the form presented at this meeting, is hereby approved. The <br />Chairperson, Vice Chairperson, Executive Director of the Authority, or any authorized <br />designee of any of them (the "Designated Officers") are, and each of them acting alone <br />is, hereby authorized, for and in the name and on behalf of the Authority, to execute <br />and deliver the Pledge and Assignment Agreement, and the Secretary or any <br />authorized deputy thereof is hereby authorized, for and in the name and on behalf of <br />the Authority, to attest the Designated Officer's signature on the Pledge and <br />Assignment Agreement, in substantially said form, with such additions thereto or <br />changes therein as are recommended or approved by the Executive Director upon <br />consultation with bond counsel to the Authority, including such additions or changes as <br />are necessary or advisable in accordance with Section 6 hereof, and which may be <br />required in connection with providing alternate security for the payment of the principal <br />of and interest on a portion of the Bonds, (provided that no additions or changes shall <br />authorize an aggregate principal amount of Bonds in excess of $7,343,904, the <br />approval of such additions or changes to be conclusively evidenced by the execution <br />and delivery by the Authority of the Pledge and Assignment Agreement. The date, <br />maturity dates, interest rate or rates, interest payment dates, denominations, form, <br />registration provisions, manner of execution, place of payment, terms of redemption, <br />and other terms of the Bonds shall be as provided in the Pledge and Assignment <br />Agreement as finally executed. <br /> <br />Section 4: An Agency Agreement (the "Agency Agreement") between the <br />Authority and the Agent, in substantially the form presented at this meeting, is hereby <br />approved. The Designated Officers of the Authority are, and each of them acting alone <br />is, hereby authorized, for and in the name of and on behalf of the Authority, to execute <br />and deliver a Agency Agreement with respect to each Project in said form, with such <br />additions thereto or changes therein as are recommended or approved by such officers <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, the <br />approval of such additions or changes to be conclusively evidenced by the execution <br />and delivery by the Authority of the Agency Agreement. <br /> <br />Resolution No. HA 2006-002 <br />Page 2 of 4 <br />