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

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WHEREAS, to obtain moneys to make such deposit and for other purposes, the Authority proposes to assign and transfer certain of its rights under the Lease Agreement to Deutsche Bank National Trust Company, as agent (the "Agent "), on behalf of TPB Investments, Inc., a wholly owned subsidiary of Western Alliance Bank, an Arizona corporation, Compass Mortgage Corporation, an Alabama corporation, and Capital One Public Funding, LLC (collectively, the "Assignees "), pursuant to that certain assignment agreement, dated as of June 1, 2014, by and between the Authority and the Agent, whereby the Assignees will make a payment of $45,060,000 to or to the order of the City for such purpose; WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable escrow and trust created herein and to perform the duties and obligations to be undertaken pursuant to this Escrow Deposit and Trust Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein set forth, the parties hereto do hereby agree as follows: Section 1. Discharge of Defeased 1994 Bonds. The City hereby irrevocably elects to defease the Defeased 1994 Lease Agreement and the Defeased 1994 Bonds. A schedule of the Defeased 1994 Bonds and the 1994 Bonds that will not be defeased (the "Non- Defeased 1994 Bonds ") is set forth in Exhibit A attached hereto and by this reference incorporated herein. Section 2. Appointment of Escrow Bank. The Authority and the City hereby appoint the Escrow Bank as escrow bank for all purposes of this Escrow Deposit and Trust Agreement and in accordance with the terms and provisions of this Escrow Deposit and Trust Agreement, and the Escrow Bank hereby accepts such appointment. Section 3. Establishment of Escrow Fund. There is hereby created by the Authority and the City with, and to be held by, the Escrow Bank, as security for the payment of the Defeased 1994 Lease Payments and the Defeased 1994 Bonds as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the Authority and the City and for the benefit of the owners of the Defeased 1994 Bonds, said escrow to be designated the "Escrow Fund." All moneys and securities deposited in the Escrow Fund shall be held as a special fund for the payment of the principal of and interest on the Defeased 1994 Bonds in accordance with the provisions of the 1994 Indenture. The City hereby irrevocably instructs the Escrow Bank, and the Escrow Bank hereby agrees, to use the moneys and securities on deposit in the Escrow Fund to pay the principal of and interest on the Defeased 1994 Bonds in accordance with the instructions set forth in Section 6 hereof. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 6 hereof, the Escrow Bank shall notify the City of such fact and the City shall immediately cure such deficiency. The Escrow Bank shall have no liability for such deficiency. Section 4. Deposit into Escrow Fund. (a) The City shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $42,497,276.30 in immediately available funds, derived as follows: (i) $36,834,932.55 from amounts paid by the Assignees; (ii) $4,613,906.25 from the reserve account held by the 1994 Trustee with respect to the 1994 Bonds (the "1994 Reserve Account "); and -2-