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EXHIBIT A <br />DEFINITIONS <br />"Assignee" means , as assignee, or any successor thereto. <br />"Assignment Agreement" means the Assignment Agreement, dated as of July 12005, by <br />and between the Authority and the Assignee, together with any duly authorized and executed <br />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 Directors of <br />the Authority to act on behalf of the Authority under or with respect to the Site Lease, the Lease <br />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 which <br />banking institutions in the state in which the Assignee is located are closed or are required to <br />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 on <br />behalf of the City under or with respect to the Site Lease and/or the Lease Agreement and <br />identified as such to the Assignee in writing. <br />"Code" means the Internal Revenue Code of 1986. <br />"Event of Default" means an event of default under the Lease Agreement, as defined in <br />Section 9.1 thereof. <br />"Fiscal Year" means the twelve-month period beginning on July 1 of any year and <br />ending on June 30 of the next succeeding year, or any other twelvemonth period selected by <br />the City as its fiscal year. <br />"Independent Counsel" means an attorney duly admitted to the practice of law before the <br />highest court of the state in which such attorney maintains an office and who is not an <br />employee of the City, the Authority or the Assignee. <br />Exhibit A <br />Page 1 <br />