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Quint & Thimmig LLP <br />REDEMPTION REQUEST <br />June 4, 2014 <br />The Bank of New York Mellon Trust Company, N.A. <br />100 Pine Street, Suite 3100 <br />San Francisco, CA 94111 <br />Attention: Ms. Sheila A. Bowman, Senior Associate <br />Re Redemption Request Regarding: <br />City of Santa Ana Certificates of Participation (1998 City Hall Expansion Project) <br />Ladies and Gentlemen: <br />04/30/14 <br />05/28/14 <br />As successor trustee (the "Trustee') with respect to the City of Santa Ana Certificates of <br />Participation (1998 City Hall Expansion Project), dated as of January 1, 1998 (the "1998 Certificates "), you <br />are hereby notified of the election of the City of Santa Ana (the "City ") to redeem, on July 7, 2014, <br />pursuant to that certain Trust Agreement, dated as of January 1, 1998, by and among the City, the Santa <br />Ana Financing Authority (the "Authority ") and the Trustee, all outstanding 1998 Certificates at a price <br />equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption. The <br />City intends to fund the redemption of the 1998 Certificates from a portion of the proceeds of a lease <br />financing to be sold to Western Alliance Public Finance. Comuass Bank. an Alabama banking cornoration <br />to close on <br />You are hereby instructed to provide, no later than June 7, 2014, conditional notice of redemption <br />of the 1998 Certificates to occur on July 7, 2014, substantially in the form attached hereto as Exhibit A. <br />Please note that the redemption of the 1998 Certificates is conditional upon the receipt of the proceeds of <br />the 2014 Lease Financing. <br />In connection with your acting on the instructions of the Authority and the City to provide a <br />rescindable notice to redeem the 1998 Certificates, the City agrees to reimburse the Trustee for all out -of- <br />pocket costs and expenses incurred by the Trustee related to or arising from any rescission of the notice of <br />redemption and further agrees to indemnify and hold harmless the Trustee, its officers, directors, <br />employees and agents from and against any claims, losses, damages, costs, liabilities, expenses or <br />attorney's fees resulting from the fact that the notice of redemption of the 1998 Certificates states that the <br />redemption date is conditional upon receipt of the proceeds of the 2014 Lease Financing, or the <br />rescinding of the notice of redemption of the 1998 Certificates by the Trustee upon instruction from the <br />City. <br />THE BANK OF NEW YORK MELLON TRUST <br />COMPANY, N.A. <br />By— <br />Name <br />Title <br />CITY OF SANTA ANA <br />By— <br />Name <br />Title <br />4 -137 <br />19014.10 <br />