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THIS INDENTURE, made and entered into as of March 1, 1994, by and between the SANTA ANA FINANCING AUTHORITY, a joint powers authority duty created and lawfully existing under the Constitution and laws of the State of California (the "Authority"), and Meridian Trust Company of California, a banking corporation existing under and by virtue of the laws of the State of California, as tnistee (the "Trustee"); WITNESSETH: WHEREAS, the City of Santa Ma, a municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"), wishes to provide for the acquisition, construction and installation of certain public improvements in the City, including reimbursing the City for certain of such costs previously incurred as described in Exhibit B hereto (the "Project"); and WHEREAS, the City and the Authority have entered into a ground lease dated as of the date hereof (the "Ground Lease") with respect to certain real property and the improvements thereon, as described in Exhibit A thereto (the "Parcels"), pursuant to which the City will lease the Parcels to the Authority, and the Authority and the City have entered into a lease dated as of the date hereof (the "Lease") pursuant to which the Authority will sublease the Parcels and the police facilities to be located on one of the Parcels (the "Project") more particularly described in Exhibit B hereto, to the City (the Parcels and the Project are collectively referred to as the "Leased Property"); and WHEREAS, under the Lease, the City is obligated to make Base Rental (as defined in the Lease) payments to the Authority for the lease of the Leased Property; and WHEREAS, to provide funds for the acquisition, construction, and installation of the Project, the Authority has agreed to issue its Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "1994 Bonds"), in the aggregate principal amount of One Hundred Seven Million Three Hundred Ninety-Nine Thousand Four Hundred Thirty-Eight Dollars and Fifty Cents ($107,399,438.50); WHEREAS, the 1994 Bonds will be secured by the payments to be made by the City pursuant to the Lease; WHEREAS, in order to provide for the authentication and delivery of the 1994 Bonds and any additional bonds issued hereunder (the 1994 Bonds and any such additional bonds being collectively referred to as the "Bonds"), to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and interest thereon, the Authority has authorized the execution and delivery of this Indenture; LA1-63221.5