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INDENTURE <br />THIS INDENTURE, made and entered into as of August 1, 2014, by and between the <br />SANTA ANA FINANCING AUTHORITY, a California joint exercise of powers authority and <br />public entity duly organized and existing under and by virtue of the laws of the State of <br />California (the "Authority "), and The Bank of New York Mellon Trust Company, N.A., a <br />banking corporation organized and existing under and by virtue of the laws of the State of <br />California, as trustee (the "Trustee "); <br />WITNESSETH: <br />WHEREAS, the Authority was incorporated to provide financial assistance to the City of <br />Santa Ana (the "City "); <br />WHEREAS, the City desires from time to time to acquire, construct, install and improve <br />its water system as more fully described in Exhibit A to the Master Installment Purchase <br />Agreement, dated as of August 1, 2014 (the "Installment Purchase Agreement "), by and between <br />the City and the Authority, and as modified in accordance with the provisions thereof (the <br />"Project "); <br />WHEREAS, concurrently with the prepayment of the Prior Obligations defined herein, <br />the City will reacquire the Project and will resell the Project to the Authority and then repurchase <br />the Project from the Authority pursuant to the provisions of the Installment Purchase Agreement <br />and First Supplement to Master Installment Purchase Agreement (the "First Supplemental <br />Agreement'), dated as of the date hereof, <br />WHEREAS, to provide fiords for the purchase of the Project, in order that the Project or <br />Components thereof may be sold to the City pursuant to the Installment Purchase Agreement, the <br />Authority desires to issue its Water Revenue Refunding Bonds, Series 2014 (Payable Solely <br />from Installment Payments Secured by Water System Net Revenues) (the "2014 Bonds "), in the <br />aggregate principal amount of $ ; <br />WHEREAS, the 2014 Bonds will be secured by the payments to be made by the City <br />pursuant to the Installment Purchase Agreement as supplemented by the First Supplemental <br />Agreement; <br />WHEREAS, in order to provide for the authentication and delivery of the 2014 Bonds <br />and any additional bonds issued hereunder (the 2014 Bonds and any such additional bonds being <br />collectively referred to as the "Bonds "), to establish and declare the terms and conditions upon <br />which the Bonds are to be issued and secured and to secure the payment of the principal thereof, <br />premium, if any, and interest thereon, the Authority has authorized the execution and delivery of <br />this Indenture; and <br />WHEREAS, the Authority has detennined that all acts and proceedings required by law <br />necessary to make the Bonds, when issued and executed by the Authority and authenticated and <br />delivered by the Trustee, the valid, binding and legal limited obligations of the Authority, and to <br />constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth <br />55394.00011 \8754149.4 1 <br />