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EXHIBIT A <br />DEFINITIONS <br />"Assignee" means All Points Public Funding, LLC, as assignee, or any successor <br />thereto. <br />"Assignment Agreement" means the Assignment Agreement, dated March 30, 2007, by <br />and between the Authority and the Assignee, together with any duly authorized and <br />executed amendments thereto. <br />"Authority" means the Santa Ana Financing Authority, a joint exercise of powers <br />authority organized and existing under the laws of the State. <br />"Authority Representative" means the Chairman, the Vice Chairman, the Executive <br />Director, the Treasurer or any other person authorized by resolution of the Board of <br />Directors of the Authority to act on behalf of the Authority under or with respect to the Site <br />Lease, the Lease Agreement and the Assignment Agreement. <br />"Bond Counsel" means (a) Quint & Thimmig LLP, or (b) any other attorney or firm of <br />attorneys appointed by or acceptable to the City of nationally -recognized experience in the <br />issuance of obligations of public entities. <br />"Business Day" means a day which is not a Saturday, Sunday or legal holiday on <br />which banking institutions in the state in which the Assignee is located are closed or are <br />required to close or a day on which the New York Stock Exchange is closed. <br />"City" means the City of Santa Ana, a municipal corporation and chartered city duly <br />organized and existing under and by virtue of the constitution and laws of the State. <br />"City Representative" means the Mayor, the Mayor Pro Tem, the City Manager, the <br />Finance Director, or the designee of any such official, or any other person authorized to act <br />on behalf of the City under or with respect to the Site Lease, the Lease Agreement and/or <br />the Depositary Agreement and identified as such to the Assignee in writing. <br />"Code" means the Internal Revenue Code of 1986. <br />"Costs of Issuance" means all expenses incurred in connection with the authorization, <br />execution and delivery of the Lease Agreement, including but not limited to all <br />compensation, fees and expenses (including but not limited to fees and expenses for legal <br />counsel) of the Authority or the City, fees and expenses of the Depositary Agent (including <br />but not limited to fees and expenses for legal counsel), compensation to any financial <br />consultants, legal fees and expenses, filing and recording costs, costs of preparation and <br />reproduction of documents, out-of-pocket expenses of the Authority or the City, Authority <br />and City staff costs and costs of printing, <br />"Depositary Agent" means The Bank of New York Trust Company, N.A., Los Angeles, <br />California. <br />"Event of Default" means an event of default under the Lease Agreement, as defined <br />in Section 9.1 thereof. <br />Exhibit A <br />Page 1 <br />