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CERTIFICATE OF MERIDIAN TRUST COMPANY OF CALIFORNIA <br /> AS TRUSTEE <br /> The undersigned, on behalf of Meridian Trust Company of California, a <br /> banking corporation (the "Trustee") under the Indenture dated as of March 1, 1994 (the <br /> "Indenture"), by and between the Santa Ana Financing Authority (the "Authority") and the <br /> Trustee, hereby states: <br /> (a) that he is a duly authorized signatory of the Trustee and as such is <br /> authorized to make the representations contained herein; <br /> (b) that the Trustee is duly organized and existing as a banking corporation <br /> under the laws of the State of California, having the full corporate power and authority to <br /> enter into and perform its duties under the Indenture and the Assignment Agreement, dated <br /> as of March 1, 1994, by and between the Trustee and the Santa Ana Financing Authority <br /> (the "Assignment Agreement" and together with the Indenture, the "Trustee Documents"); <br /> (c) the Trustee is duly authorized to enter into the Trustee Documents and <br /> the undersigned has duly executed and delivered the Trustee Documents and assuming due <br /> authorization and execution by the other parties thereto, the Trustee Documents are legal, <br /> valid and binding upon the Trustee, and enforceable against the Trustee in accordance with <br /> their terms; <br /> (d) that, to the best knowledge of the undersigned, no consent, approval, <br /> authorization or other action by any governmental or regulatory authority having jurisdiction <br /> over the banking or trust powers of the Trustee that has not been obtained is or will be <br /> required for the execution and delivery of the Santa Ana Financing Authority Police <br /> Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds") or <br /> the consummation by the Trustee of its obligations under the Trustee Documents; and <br /> (e) the Bonds and the Indenture were duly authenticated, executed and <br /> delivered, respectively, by the undersigned by causing its duly authorized officer to <br /> authenticate, execute and deliver said documents. <br /> IN WITNESS WHEREOF, the undersigned has executed this Certificate this <br /> March 23, 1994. <br /> MERIDIAN TRUST COMPANY OF <br /> CALIFORNIA, as Trustee <br /> By <br /> Authoriz Signatory <br /> LA1-69935.3 <br />