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ESCROW DEPOSIT AND TRUST AGREEMENT
<br />This Escrow Deposit and Trust Agreement (this "Escrow Deposit and Trust
<br />Agreement "), dated June 18, 2014, is by and between the CITY OF SANTA ANA, a municipal
<br />corporation and chartered city organized and existing pursuant to the laws of the State of
<br />California (the "City "), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
<br />a national banking association organized and existing under the laws of the United States of
<br />America, as escrow agent (the "Escrow Agent ").
<br />WITNESSETH:
<br />WHEREAS, the City has heretofore caused the execution and delivery of its
<br />$12,450,000 Certificates of Participation (1998 City Hall Expansion Project) (the "1998
<br />Certificates ") evidencing and representing the fractional undivided interests of the owners
<br />thereof in lease payments (the "1998 Lease Payments ") to be made by the City as the rental for
<br />certain property pursuant to a lease agreement, dated as of January 1, 1998 (the "1998 Lease
<br />Agreement'), with the Santa Ana Financing Authority (the "Authority ") to finance the
<br />expansion of Santa Ana City Hall, currently outstanding in the principal amount of
<br />$8,015,000;
<br />WHEREAS, the 1998 Certificates were executed and delivered pursuant to the terms of
<br />a trust agreement, dated as January 1, 1998 (the "1998 Trust Agreement'), by and among the
<br />City, the Authority and Harris Trust Company of California, since succeeded by The Bank of
<br />New York Mellon Trust Company, N.A., as trustee thereunder (the "1998 Trustee ");
<br />WHEREAS, in order to provide for the repayment of the 1998 Certificates, the
<br />Authority leased certain property to the City pursuant to the 1998 Lease Agreement under
<br />which the City agreed to make the 1998 Lease Payments in sufficient amounts in each year to
<br />pay the full amount of principal and interest with respect to the 1998 Certificates;
<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 th s time to refinance
<br />the City's obligation to make the 1998 Lease Payments under the 1998 Lease Agreement, and
<br />to refinance certain other obligations, and, as a result thereof, to provide for the redemption of
<br />the 1998 Certificates and, to that end, the City proposes to lease certain real property and
<br />improvements (the "Property ") to the Authority and to lease -back the Property from the
<br />Authority pursuant to that certain Lease Agreement, dated as of June 1, 2014 (the "Lease
<br />Agreement");
<br />WHEREAS, the City proposes to make the deposit of moneys and to appoint the
<br />Escrow Bank for the purpose of applying said deposit to provide for the prepayment of the
<br />1998 Lease Payments in accordance with the instructions provided by this Escrow Deposit and
<br />Trust Agreement and of applying said 1998 Lease Payments to the redemption of the 1998
<br />Certificates in accordance with the 1998 Trust Agreement and the Escrow Bank desires to
<br />accept said appointment;
<br />WHEREAS, to obtain moneys to make such deposit and for other purposes, the
<br />Authority proposes to assign and transfer certain of its rights under the Lease Agreement to
<br />U.S. Bank National Association, as agent (the "Agent'), on behalf of TPB Investments, Inc., a
<br />wholly owned subsidiary of Western Alliance Bank, an Arizona corporation., Compass
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