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the receipt of an approving Opinion of Counsel (as such term is defined in the <br />Indenture), to make such provisions for the purpose of curing any ambiguity or of <br />correcting, curing or supplementing any defective provision contained therein or in <br />regard to questions arising thereunder which the Authority may deem desirable or <br />necessary and not inconsistent therewith and which shall not adversely affect the <br />interest of the owners of the 1994 Bonds or the Bond Insurer; and <br />WHEREAS, the Authority and The Bank of New York Mellon Trust Company, <br />N.A., as successor trustee, will receive, as a condition precedent to the effectiveness of <br />such supplement, an Opinion of Counsel confirming that such supplement is made for <br />the purpose of curing and ambiguity or of correcting, curing or supplementing any <br />defective provision contained in the Indenture and does not adversely affect the interest <br />of the owners of the 1994 Bonds or the Bond Insurer (as such term is defined in the <br />Indenture); <br />NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: <br />Section 1. A second supplemental indenture, in the form attached hereto as <br />Exhibit A, be and is hereby approved, and the Chair, the Executive Director or the <br />Treasurer, or any designee thereof, is hereby authorized and directed to execute said <br />document, with such changes, insertions and omissions as may be approved by such <br />official, the execution thereof to be conclusive evidence of such approval, and the <br />Secretary is hereby authorized and directed to attest to such official's signature. <br />Section 2. The Chair, the Executive Director, the Treasurer, the Secretary and <br />other officials of the Authority are hereby authorized and directed to execute such other <br />agreements, documents and certificates and to take such other actions as may be <br />necessary to effect the purposes of this resolution. <br />Section 3. This Resolution shall take effect upon its adoption by the Board. <br />PASSED AND ADOPTED by the Board of Directors of the Santa Ana Financing <br />Authority this 5th day of August, 2014: <br />SANTA ANA FINANCE AUTHORITY <br />M <br />-2- <br />4-4 <br />Chair <br />