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Exhibit A -- Definitions; Rules of Canstructian <br />Definitions. All capitalized terms used in this Trust Agreement and not <br />otherwise defined will have the meanings ascribed thereto in the Financing <br />Contract. In addition, for all purposes of this Trust Agreement, unless the context. <br />requires otherwise, the following terms will have the following meanings. <br />"2006A Certificates" means the [$24,000,000] Certificates of Participation <br />(Orange County Public Improvement Projects), Series 2006A, issued pursuant to <br />this Trust Agreement. <br />"Additional Certificates" means any Certificates delivered pursuant to <br />Section 1.05. <br />"Appropriate Consultant" has the meaning assigned in the Financing <br />Contract. <br />"Business Day" means any day (a) other than a day on which banks in New <br />York, Ne~v York, or the city of the Trustee's principal corporate trust office are <br />required or authorized to close and {b} on wluch the New Yark Stock Exchange is <br />not closed. <br />"Certificate Payment Date" means, with respect to the 2006A Certificates, <br />each April 1 and October 1 beginning October 1, 2006, and uTith respect to any <br />Additional Certificates means the dates specified for principal and interest <br />payments ~~Tith respect to such Additional Certificates. <br />"Certificates" means, together, the 2006A Certificates and all Additional <br />Certificates. <br />"Cade" means the Internal Revenue Code of 1986, as amended, including <br />regulations, rulings and revenue procedures promulgated thereunder or under the <br />Internal Revenue Code of 1954, as amended, as applicable to the Certificates. <br />Reference to any specific Code provision will be deemed to include any successor <br />provisions. <br />"Company Representative" means the Company's President or any other <br />person at the time designated to act on the Company's behalf in matters related to <br />this Trust Agreement (or for any specific matters) by a written instrument <br />furnished to the Trustee containing the specimen signature of such person and <br />signed on the Company's behalf by any of its officers (other than the person being <br />designated as a Company Representative). <br />J3862v2 39 <br />