2014-048 - Execution and Delivery By the City of a Master Installment Purchase Agreement

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NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: ARTICLE I DEFINITIONS SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this section shall, for all purposes of this Installment Purchase Agreement and any Supplement, have the meanings set forth below: "Accountant's Report" means a report signed by an Independent Certified Public Accountant. "Acquisition Fund" means the find by that name established pursuant to any Issuing Instrument. "Authority" means the Santa Ana Financing Authority, a joint exercise of powers authority and public entity duly organized and existing under and by virtue of the laws of the State, or its successors and assigns. "Authorized City Representative" means the Mayor, the City Manager, Assistant City Manager or the Treasurer of the City or such other officer or employee of the City or other person who has been designated as such representative by resolution of the City Council of the City. "Balloon Indebtedness" means, with respect to any Series of Obligations, twenty -five percent (25 %) or more of the principal of which matures on the same date or within a 12 -month period (with sinking fund payments on Term Obligations deemed to be payments of matured principal), that portion of such Series of Obligations which matures on such date or within such 12 -month period; provided, however, that to constitute Balloon Indebtedness the amount of indebtedness maturing on a single date or over a 12 -month period must equal or exceed 150% of the amount of such Series of Obligations which matures during any preceding 12 -month period. For purposes of this definition, the principal amount maturing on any date shall be reduced by the amount of such indebtedness which is required, by the documents governing such indebtedness, to be amortized by prepayment or redemption prior to its stated maturity date. "Bond Counsel" means any attorney at law or film of attorneys, of nationally recognized standing in matters pertaining to the validity of, and exclusion from gross income for federal income tax purposes of interest on, bonds issued by states and political subdivisions and duly admitted to practice law before the highest court of any state of the United States and acceptable to the City. "Charter" means the Charter of the City as it now exists or may hereafter be amended, and any new or successor Charter. 55394.00011 \8819608.3 2