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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
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