80A - JOINT - SAFA - WATER SYS BONDS

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The principal of this Bond shall be payable in lawful money of the United States of America at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee ") in Los Angeles, California upon presentation and surrender of this Bond. Payment of interest on this Bond due on or before the maturity or prior redemption, thereof shall be made to the person in whose name such Bond is registered, as of the Record Date preceding the applicable interest payment date, on the registration books kept by the Trustee at its corporate trust office, such interest to be paid by check mailed by first class mail on such interest payment date to the registered owner at his address as it appears on such books. Interest on this Bond shall be payable in lawful money of the United States of America and shall be calculated on the basis of a 360 day year consisting of twelve 30 day months. It is hereby certified that all acts and proceedings required by law necessary to make this Bond, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligation of the Authority have been done and taken, and have been in all respects duly authorized. This Bond is one of a duly authorized issue of bonds of the Authority designated as its "Santa Ana Financing Authority Water Revenue Refunding Bonds, Series 2014 (Payable Solely From Installment Payments Secured by Water System Net Revenues)" (the "Bonds ") in the aggregate principal amount of $ , all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of an indenture, dated as of , 2014 (the "Indenture "), between the Authority and the Trustee (copies of which are on file at the office of the Secretary of the Authority and at the corporate trust office of the Trustee). The Bonds are issued to provide funds to refinance the cost of constructing and improving the water system (the "Project ") of the City of Santa Ana (the "City "). The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from the revenues derived from installment payments paid by the City for the purchase of the Project (the "Revenues "). All the Bonds are equally and ratably secured in accordance with the terms and conditions of the Indenture by a pledge of the Revenues, which Revenues shall be held in trust for the security and payment of the interest on, principal of and redemption premiums, if any, on the Bonds as provided in the Indenture. The Bonds shall be limited obligations of the Authority and shall be payable solely from the Revenues and amounts on deposit in the fiords and accounts established under the Indenture (other than amounts on deposit in the Rebate Fund). The Bonds do not constitute a debt or liability of the City or of the State of California and neither the faith and credit of the City nor of the State of California are pledged to the payment of the principal of or interest on the Bonds. Additional revenue bonds payable from the Revenues may be issued which will rank equally as to security with the Bonds, but only subject to the conditions and upon compliance with the procedures set forth in the Indenture. Reference is hereby made to the Indenture and any and all amendments thereof and supplements thereto for a description of the 80AA_J 17 55394.00011 \8754149.4