GORDON & WILLIAMS, INC. 1A - 2005

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LEASE AGREEMENT THIS LEASE AGREEMENT (the "Lease Agreement"), dated as of , 2005, is by and between the SANTA ANA FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California, as lessor (the" Authority"), and the CITY OF SANTA ANA, a municipal corporation and chartered city duly organized and existing under the laws of the State of California, as lessee (the "City"); WITNESSETH: WHEREAS, pursuant to that certain Site Lease, dated as of July 1 2005 (the "Site Lease"), the City has leased those certain parcels of real property situated in the City of Santa Ana, Orange County, State of California, more particularly described in Exhibit B attached hereto and made a part hereof (the "Site"), to the Authority, all for the purpose of enabling the City to finance the construction of a parking structure on the Site which is located adjacent to the proposed State Appellate Court Building in Santa Ana, California (the "Improvements"); WHEREAS, the Authority proposes to lease the Site and the Improvements (collectively, the "Property") back to the City pursuant to this Lease Agreement and to assign its right to receive lease payments under this Lease Agreement (the "Lease Payments"), its right to enforce payment of the Lease Payments and otherwise to enforce its interest and rights under this Lease Agreement in the event of a default hereunder by the City, to , as assignee (the" Assignee"), pursuant to that certain Assignment Agreement, dated as of July 1 2005, by and between the Authority and the Assignee; and WHEREAS, the proceeds of the assignment of this Lease Agreement, together with other available moneys, will be applied by the City to finance the costs of the Improvements;