THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A (7).

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ESCROW DEPOSIT AND TRUST AGREEMENT This Escrow Deposit and Trust Agreement (this "Escrow Deposit and Trust Agreement "), dated June 18, 2014, is by and among the SANTA ANA FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California (the "Authority "), the CITY OF SANTA ANA, a municipal corporation and chartered city organized and existing under and by virtue of the laws of the State of California (the "City "), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow bank (the "Escrow Bank "). WITNESSETH: WHEREAS, the Authority has heretofore issued its $107,399,438.50 Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A, of which $67,100,000 remains outstanding (the "1994 Bonds "), the proceeds of which were used to finance the costs of the construction and equipping of a police administration and holding facility (the "1994 Project "); WHEREAS, the 1994 Bonds were issued pursuant to the terms of an indenture, dated as of March 1, 1994, as amended (the "1994 Indenture "), by and between the Authority and Meridian Trust Company of California, since succeeded by the Escrow Bank, as trustee thereunder (the "1994 Trustee "); WHEREAS, in order to provide for the repayment of the 1994 Bonds, the Authority leased certain real property and improvements (the "1994 Property ") to the City pursuant to a lease agreement, dated as of March 1, 1994, as amended (the "1994 Lease Agreement "), under which the City agreed to make lease payments to the Authority (the "1994 Lease Payments ") from moneys in its General Fund and the City has budgeted and appropriated sufficient amounts in each year to pay the full amount of principal of and interest on the 1994 Bonds; WHEREAS, the City has determined that it is in the best interests of the City at this time to provide for the payment of 50% of the remaining 1994 Lease Payments (the "Defeased 1994 Lease Payments "), and to refinance certain other obligations, and, as a result thereof, to provide for the defeasance of $33,550,000 (50 %) of the outstanding 1994 Bonds (the "Defeased 1994 Bonds ") to maturity, and to that end, the City proposes to enter into a new lease agreement, dated as of June 1, 2014, by and between the Authority and the City (the "Lease Agreement'); WHEREAS, the Authority and the City propose to provide for the payments described above and to appoint the Escrow Bank as their agent for the purpose of applying said deposit to provide for the payment of the Defeased 1994 Lease Payments in accordance with the instructions provided by this Escrow Deposit and Trust Agreement and of applying said Defeased 1994 Lease Payments to the defeasance of the Defeased 1994 Bonds and the Escrow Bank desires to accept said appointment; WHEREAS, the Authority and the City wish to provide for the payment described above and to enter into this Escrow Deposit and Trust Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited;