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TERMINATION AGREEMENT
<br />This TERMINATION AGREEMENT is dated as of June 1, 2014, and is by and among
<br />the SANTA ANA FINANCING AUTHORITY (the "Authority'), the CITY OF SANTA ANA,
<br />CALIFORNIA (the "City "), and THE BANK OF NEW YORK MELLON TRUST COMPANY,
<br />N.A. (as successor trustee to Harris Trust Company of California, N.A.), as trustee (the "1998
<br />Trustee ").
<br />WITNESSETH:
<br />WHEREAS, the City and the Authority have heretofore entered into a Lease Agreement,
<br />dated as of January 1, 1998 (the "1998 Lease "), pursuant to which the Authority and the City
<br />entered into a transaction for the lease financing of certain facilities (the "1998 Project'), and
<br />the City agreed to make certain lease payments (the "1998 Lease Payments ") to the Authority;
<br />WHEREAS, pursuant to an Assignment Agreement, dated as of January 1, 1998 (the
<br />"1998 Assignment Agreement'), by and between the Authority and the 1998 Trustee, the
<br />Authority assigned to the 1998 Trustee, among other things, its rights to receive 1998 Lease
<br />Payments from the City under the 1998 Lease and the right to exercise such rights and
<br />remedies conferred on the Authority under the 1998 Lease to enforce payment of the 1998
<br />Lease Payments;
<br />WHEREAS, pursuant to a Trust Agreement, dated as of January 1, 1998, by and
<br />among the City, the Authority and the 1998 Trustee, the 1998 Trustee agreed, among other
<br />matters, to execute and deliver certificates of participation (the "1998 Certificates ")
<br />representing undivided fractional interests of the owners thereof to receive 1998 Lease
<br />Payments made by the City;
<br />WHEREAS, the 1998 Lease Agreement provides that in the event that the City
<br />deposits, or causes the deposit on its behalf of moneys for the prepayment of the 1998 Lease
<br />Payments, then all of the obligations of the City under the 1998 Lease Agreement and all of the
<br />security provided by the City for such obligations, excepting only the obligation of the City to
<br />make the 1998 Lease Payments from said deposit, shall cease and terminate, and
<br />unencumbered title to the 1998 Project shall be vested in the City without further action by the
<br />City or the Authority;
<br />WHEREAS, the City has determined that, as a result of favorable financial market
<br />conditions and for other reasons, it is in the best interests of the City at this time to refinance
<br />the City's obligation to make the 1998 Lease Payments under the 1998 Lease Agreement and,
<br />as a result thereof, to provide for the redemption of the 1998 Certificates to and including July
<br />7, 2014, and to that end and for other purposes, the Authority proposes to lease certain real
<br />property and improvements from the Authority pursuant to that certain Lease Agreement,
<br />dated as of June 1, 2014 (the "Lease Agreement'), a memorandum of which has been recorded
<br />concurrently herewith;
<br />WHEREAS, to obtain moneys to make such deposit, the Authority proposes to assign
<br />and transfer certain of its rights under the Lease Agreement to U.S. Bank National Association,
<br />as agent, on behalf of TPB Investments, Inc., a wholly owned subsidiary of Western Alliance
<br />Bank, an Arizona corporation, Compass Mortgage Corporation, an Alabama corporation, and
<br />Capital One Public Funding, LLC (collectively, the "Assignees "), pursuant to those certain
<br />assignment agreements, each dated as of June 1, 2014, by and between the Authority and the
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