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WHEREAS, all acts, conditions and things required by law to exist, to have happened and <br />to have been performed precedent to and in connection with the execution and delivery of this <br />Supplement do exist, have happened and have been performed in regular and due time, form and <br />manner as required by law, and the parties hereto are now duly authorized to execute and enter <br />into this Supplement; <br />NOW, THEREFORE, in consideration of the covenants and provisions herein set forth <br />and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, <br />the parties hereto do hereby agree as follows: <br />ARTICLE I <br />DEFINITIONS AND AMENDMENTS <br />SECTION 1.01. Definitions. All of the definitions contained in the Agreement shall <br />apply to this Supplement except as otherwise expressly provided. In addition, the following terms <br />are defined herein. <br />"Closing Date" means , 2024. <br />"Components" means the components of the Project specified in Exhibit A hereto for <br />which the City will be making Installment Payments as hereinafter specified. <br />"Component Installment Payments" means the Installment Payments herein specified <br />which are to pay the Purchase Price of the Components. <br />"Component Obligation Series 2024" means the Santa Ana Public Financing Authority <br />Water Revenue Bonds, Series 2024 (Payable Solely from Installment Payments Secured by Water <br />System Net Revenues). <br />"First Supplement" means this First Supplement to Master Installment Purchase <br />Agreement, by and between the City and the Authority, dated as of , 2024, securing <br />the 2024 Bonds. <br />"Indenture" means the Indenture, dated as of , 2024, by and between the <br />Trustee and the Authority, as originally executed and as it may from time to time be amended or <br />supplemented in accordance with its terms. <br />"Person" means an individual, corporation, limited liability company, film, association, <br />partnership, trust or other legal entity or group of entities, including a governmental entity or any <br />agency or political subdivision thereof. <br />"Prior Installment Agreement" means the Master Installment Purchase Agreement, dated <br />as of August 1, 2014, as supplemented by the First Supplement to Master Installment Purchase <br />Agreement, dated as of August 1, 2014, each by and between the City and the Santa Ana Financing <br />Authority and securing the payment of the Prior Obligations. <br />2 <br />55394.00068\42086635.3 <br />