THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A (3).

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"1398 Certificates " means the City of Santa Ana. Certificates of Participation (1998 City Hall Expansion Project), outstanding in the principal amount of $8,015,000. "1998 Certificates Escrow Agreement" means that certain escrow deposit and trust agreement, dated June 12, 2014, by and between the City and the Escrow Bank, relating to the defeasance of the 1998 Certificates. "1998 Certificates Escrow Fund" means the escrow fund established by and held by the Escrow Bank under the 1998 . Certificates Escrow Agreement. "Permitted Encumbrances" means, as of any time: (a) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the City may permit to remain unpaid under Article VI of this Lease Agreement; (b) the Site and Facility Lease, this Lease Agreement and the Assignment Agreement; (c) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (d) the exceptions disclosed in the title insurance policy issued with respect to the Property issued as of the Closing Date; and (e) any easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record and which the City certifies in writing will not materially impair the use of the Property for its intended purposes. "Property" means, collectively, the Site and the Facility. "Rental Period" means each period during the 'Term of the Lease commencing on and including July 2 in each year and extending to and including the next succeeding July 1. The first Rental Period begins on the Closing Date (which may be prior to July 2, 2014) and ends on July 1, 2015. "Site" means that certain real property more particularly described in Exhibit A to the Site and Facility Lease and in Exhibit A to the Lease Agreement. "Site and Facility Lease" means the Site and Facility Lease, dated as of June 1, 2014, by and between the City, as lessor, and the Authority, as lessee, together with any duly authorized and executed amendments thereto. "State" means the State of California. "Tax Code" means the Internal. Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Tax Code. "Term of this Lease Agreement" or "Tenn" means the time during which this Lease Agreement is in effect, as provided in Section 4.2. "WAPF Assignment Agreement' ;means the Assignment Agreement, dated as of June 1, 2014, between the Authority, as assignor of a portion of its rights under the Site and Facility Lease and th s Lease Agreement, and WAPF, as assignee, as originally executed or as thereafter amended under any duly authorized and executed amendments thereto. -5-