05 120312 Santa Ana HA Washingto...Final 11 28 12 - Attach 1

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the Regulatory Agreement with such changes, additions or deletions as may be approved by such Authorized Officers and legal counsel to the Authority, such approvals to be conclusively evidenced by the execution and delivery thereof. Section 7. The Notes, when executed, shall be delivered to the Funding Lender upon receipt of the initial installment of the purchase price for the Notes. Section 8. All actions heretofore taken by the officers and agents of the Authority with respect to the execution and delivery of the Notes are hereby approved, confirmed and ratified, and the proper officers of the Authority, including the Authorized Officers, 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 and execute any and all certificates, agreements and other documents, including, but not limited to a tax certificate, a subordination or intercreditor agreement, any endorsement and/or assignment of a deed of trust and such other documents as described in the Funding Loan Agreement, the Borrower Loan Agreement or the Regulatory Agreement and the other documents herein approved, which they, or any of them, may deem necessary or advisable in order to consummate the lawful execution and delivery of the Notes in accordance with this Resolution. Section 9. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the execution and delivery of the Notes, including without limitation any of the foregoing that may be necessary or desirable in connection with any default under or amendment of such documents, any transfer or other disposition of the Project, any addition or substitution of security for the Notes or any prepayment of the Notes, may be given or taken by any Authorized Officer, as appropriate, without further authorization by the Authority, and each such officer is hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action that such officer may deem necessary or desirable to further the purposes of this Resolution and the financing of the Project; provided such action shall not create any obligation or liability of the Authority other than as provided in the Funding Loan Agreement and other documents approved herein. Section 10. This Resolution shall take effect immediately upon its adoption by the Housing Authority and the Secretary shall attest to and certify the vote adopting this Resolution.