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LEASE This Lease (the "Lease"), executed and entered into as of March 1, 1994, by and between the Santa Ana Financing Authority, a joint powers authority, duly created and validly existing under the Constitution and laws of the State of California (the "Authority"), as lessor, and the City of Santa Ana, a municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"), as lessee; WITNESSETH: WHEREAS, 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; 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 and hereto (the "Parcels"), pursuant to which the City will lease the Parcels to the Authority, and the Authority and the City have entered into this Lease pursuant to which the Authority will sublease the Parcels and the police facilities (the "Project") more particularly described in Exhibit B to the Indenture to be located on the Parcel identified in Exhibit A hereto as "Parcel A" to the City (the Parcels and the Project are collectively referred to as the "I eased Property"); and WHEREAS, the City is authorized pursuant to the laws of the State of California to lease real and personal property which is necessary and proper for public purposes; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this I ease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this I ease; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: ARTICLE I • DEFINITIONS SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and of any amendment hereof have the meanings defined herein, the following definitions to be equally applicable to both the singular LA1-63219.5