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LEASE AGREEMENT
<br />THIS LEASE AGREEMENT (this "Lease Agreement'), dated as of June 1, 2014, is by
<br />and between the SANTA ANA FINANCING AUTHORITY, a joint exercise of powers
<br />authority organized and existing under the laws of the State of California, as lessor (the
<br />"Authority "), and the CITY OF SANTA ANA, a municipal corporation and chartered city
<br />organized and existing under and by virtue of the laws of the State of California, as lessee (the
<br />"City");
<br />WITNESSETH:
<br />WHEREAS, pursuant to that certain Site and Facility Lease, dated as of June 1, 2014
<br />(the "Site and Facility Lease "), the City has leased those certain parcels of real property
<br />situated in Orange County, State of California, more particularly described in Exhbit A
<br />attached hereto and made a part hereof (the "Site "), and those certain improvements thereon,
<br />more particularly described in Exhibit B hereto (the "Facility" and, with the Site, the
<br />"Property "), to the Authority, all for the purpose of enabling the City to undertake (a) the
<br />defeasance of $33,550,000 (50 %) of the outstanding Santa Ana Financing Authority Police
<br />Administration and Holding Facility Lease Revenue Bonds, Series 1994A, issued to finance the
<br />costs of the construction and equipping of a police administration building and holding
<br />facility, and (b) the current refunding of the outstanding City of Santa Ana Certificates of
<br />Participation (1998 City Hall Expansion Project), delivered to finance the costs of the
<br />construction and equipping of an expansion of the Santa Ana City Hall;
<br />WHEREAS, the Authority proposes to lease the Property back to the City pursuant to
<br />th s Lease Agreement and to assign all of its rights, title and interest in, to and under this
<br />Lease Agreement, including its right to receive lease payments under this Lease Agreement
<br />(the "Lease Payments "), its right to enforce payment of the Lease Payments and otherwise to
<br />enforce its interest and rights under this Lease Agreement in the event of a default hereunder
<br />by the City and its rights under the Site and Facility Lease, to TPB Investments, Inc., a wholly
<br />owned subsidiary of Western Alliance Bank, an Arizona corporation, Compass Mortgage
<br />Corporation, an Alabama corporation and Capital One Public Funding, LLC (collectively, the
<br />"Assignees "), pursuant to that certain assignment agreement, dated as of June 1, 2014, by and
<br />between the Authority and U.S. Bank National Association, as agent on behalf of the
<br />Assignees; and
<br />WHEREAS; the City and the Authority have agreed to enter into this Lease Agreement
<br />providing for Lease Payments with an aggregate principal component in the amount of
<br />$45,060,000 for the purpose of implementing the financing transactions described above.
<br />AGREEMENT:
<br />NOW, THEREFORE, for and in consideration of the premises and the covenants
<br />hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves
<br />as follows:
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