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CERTIFICATE OF THE SANTA ANA FINANCING AUTHORITY
<br /> The undersigned, DAVID N. REAM, Executive Director of the Santa Ana
<br /> Financing Authority (the "Authority"), in connection with the issuance of $107,399,438.50
<br /> aggregate principal amount of Santa Ana Financing Authority Police Administration and
<br /> Holding Facility T ease Revenue Bonds, Series 1994A (the "Bonds"), does hereby certify that
<br /> (all capitalized terms not otherwise defined herein shall have the respective meanings given
<br /> to such terms in the Indenture, dated as of March 1, 1994 (the "Indenture"), by and between
<br /> the Authority and Meridian Trust Company of California, as trustee):
<br /> (a) The Authority is a joint powers authority, duly organized and existing
<br /> under the laws of the State of California, including Chapter 5, Division 7, Title 1
<br /> (commencing with Section 6500) of the California Government Code (the "Act"),
<br /> with full right, power and authority to execute, deliver and perform its obligations
<br /> under the Bonds, the Purchase Contract, dated as of March 8, 1994 (the "Purchase
<br /> Contract"), among the Authority, the City of Santa Ana and Smith Barney Shearson
<br /> Inc., as representative of the underwriters, the Lease, the Ground Lease and the
<br /> Indenture (collectively, the Purchase Contract, the Lease, the Ground Lease and the
<br /> Indenture shall be referred to herein as the "Authority Documents") and to carry out
<br /> and consummate the transactions contemplated by the Authority Documents and the
<br /> Official Statement dated March 8, 1994, relating to the Bonds (the "Official
<br /> Statement").
<br /> (b) By all necessary official action of the Authority, the Authority has duly
<br /> authorized and approved the execution and delivery of, and the performance by the
<br /> Authority of the obligations contained in, the Preliminary Official Statement dated
<br /> February 25, 1994, relating to the Bonds (the "Preliminary Official Statement"), the
<br /> Official Statement and the Authority Documents and as of the date hereof, such
<br /> authorizations and approvals are in full force and effect and have not been amended,
<br /> modified or rescinded. When executed and delivered by the other respective parties
<br /> thereto, each Authority Document will constitute the legally valid and binding
<br /> obligation of the Authority enforceable in accordance with its terms, except as
<br /> enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or
<br /> similar laws or equitable principles relating to or affecting creditors' rights generally.
<br /> The Authority has complied in all respects with the terms of the Authority
<br /> Documents.
<br /> (c) The Preliminary Official Statement was as of its date, and the Official
<br /> Statement was as of its date and is as of the date hereof true and correct in all
<br /> material respects, and the Preliminary Official Statement and the Official Statement
<br /> contain no misstatement of any material fact and do not omit any statement necessary
<br /> to make the statements contained therein, in the light of the circumstances in which
<br /> such statements were made, not misleading.
<br /> LAI-69935.2
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