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the Purchase Contract in substantially said form, with such changes therein as the <br />Authorized Officer executing the same may require or approve, such approval to be <br />conclusively evidenced by the execution and delivery thereof; provided, however, that <br />the underwriter's discount for the sale of the Bonds shall not exceed 0.484% of the <br />aggregate principal amount of such Bonds. <br />Section 7. The form of Escrow Agreement, on file with the Secretary of the <br />Authority, is hereby approved, and the Authorized Officers are each hereby authorized <br />and directed, for and in the name and on behalf of the Authority, to execute and deliver <br />the Escrow Agreement in substantially said form, with such changes therein as the <br />Authorized Officer executing the same may require or approve, such approval to be <br />conclusively evidenced by the execution and delivery thereof. <br />Section 8. The form of Preliminary Official Statement, on file with the Secretary <br />of the Authority, with such changes, insertions and omissions therein as may be <br />approved by an Authorized Officer, is hereby approved, and the use of the Preliminary <br />Official Statement in connection with the offering and sale of the Bonds is hereby <br />authorized and approved. The Authorized Officers are each hereby authorized to certify <br />on behalf of the Authority that the Preliminary Official Statement is deemed final as of its <br />date, within the meaning of Rule 15c2 -12 promulgated under the Securities Exchange <br />Act of 1934 (except for the omission of certain final pricing, rating and related <br />information as permitted by such Rule). <br />Section 9. The Authorized Officers are each hereby authorized and directed to <br />furnish, or cause to be furnished, to prospective investors for the Bonds a reasonable <br />number of copies of the Preliminary Official Statement. <br />Section 10. The preparation and delivery of an Official Statement, and its use in <br />connection with the offering and sale of the Bonds, is hereby authorized and approved. <br />The Official Statement shall be in substantially the form of the Preliminary Official <br />Statement with such changes, insertions and omissions as may be approved by an <br />Authorized Officer, such approval to be conclusively evidenced by the execution and <br />delivery thereof. The Authorized Officers are each hereby authorized and directed, for <br />and in the name of and on behalf of the Authority, to execute the final Official Statement <br />and any amendment or supplement thereto for and in the name and on behalf of the <br />Authority. <br />Section 11. The Chair of the Santa Ana Financing Authority, the Executive <br />Director of the Santa Ana Financing Authority, the Recording Secretary, the Executive <br />Director of Finance, and all other appropriate officials of the City, are hereby authorized <br />and directed to execute such other agreements, documents and certificates and to take <br />such other actions as may be necessary to effect the purposes of this resolution and the <br />financing herein authorized. [A detailed list of the main documents to be executed is <br />attached hereto as Exhibit A]. <br />Resolution No. 2014 -XXX <br />Page 4 of 6 <br />55394.00011 \8780240.5 80A-238 <br />