75A - PH - TAX-EXEMPT OBLIGATIONS

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NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Santa Ana as follows: Section 1. The foregoing recitals are true and correct, and are adopted herein. Section 2. The City Council hereby approves the issuance of the Bonds by the Authority for the purposes of financing the .Project. It is the purpose and intent of the City Council that this Resolution constitute approval of the issuance of the Bonds by the Authority for the purpose of Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located. Section 3. The issuance of the Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds. Section 4. The adoption of this Resolution shall not obligate the City or any department thereof to: (i) provide any financing to acquire or construct the Project or any refinancing of the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, construction, rehabilitation installation or operation of the Project; or, (iii) malce any contribution or advance any funds whatsoever to the Authority. Section 5. The officers of the City Council are hereby authorized and directed, jointly and severally, to do any and all things and execute and deliver any and all documents, certificates and other instruments which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this Resolution and the financing transaction approved hereby. Any actions heretofore taken by such officers are hereby ratified and approved. Section 6. The City hereby requests to become an Additional Member of the Authority pursuant to Section 12 of the Agreement for the limited scope and purpose of providing local govermnent approval of the issuance of the Bonds to the Borrower by the Authority for the Project. The Agreement is hereby approved and the Mayor of the City and all other proper officers and officials of the City, or a designee thereof, are hereby authorized and directed to execute the Agreement. Section 7. The City Council expressly conditions its approval of this Resolution on its understanding that the City shall have no obligation whatsoever to pay any principal, interest, fees or any ocher costs associated with the Authority's issuance of the Loan for the financing of the Project. Section 8. This Resolution shall take effect from and after its passage and approval. 75A -8