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ESCROW DEPOSIT AND TRUST AGREEMENT This Escrow Deposit and Trust Agreement (this "Escrow Deposit and Trust Agreement'), dated June 12, 2014, is by and between the CITY OF SANTA ANA, a municipal corporation and chartered city organized and existing pursuant to 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 agent (the "Escrow Agent'). WITNESSETH: WHEREAS, the City has heretofore caused the execution and delivery of its $12,450,000 Certificates of Participation (1998 City Hall Expansion Project) (the "1998 Certificates ") evidencing and representing the fractional undivided interests of the owners thereof in lease payments (the "1998 Lease Payments ") to be made by the City as the rental for certain property pursuant to a lease agreement, dated as of January 1, 1998 (the "1998 Lease Agreement'), with the Santa Ana Financing Authority (the "Authority ") to finance the expansion of Santa Ana City Hall, currently outstanding in the principal amount of $8,015,000; WHEREAS, the 1998 Certificates were executed and delivered pursuant to the terms of a trust agreement, dated as January 1, 1998 (the "1998 Trust Agreement'), by and among the City, the Authority and Harris Trust Company of California, since succeeded by The Bank of New York Mellon Trust Company, N.A., as trustee thereunder (the "1998 Trustee "); WHEREAS, in order to provide for the repayment of the 1998 Certificates, the Authority leased certain property to the City pursuant to the 1998 Lease Agreement under which the City agreed to make the 1998 Lease Payments in sufficient amounts in each year to pay the full amount of principal and interest with respect to the 1998 Certificates; WHEREAS, the City has determined that, as a result of favorable financial market conditions and for other reasons, it is in the best interests of the City at this time to refinance the City's obligation to make the 1998 Lease Payments under the 1998 Lease Agreement, and to refinance certain other obligations, and, as a result thereof, to provide for the redemption of the 1998 Certificates and, to that end, the City proposes to lease certain real property and improvements (the "Property ") to the Authority and to lease -back the Property from the Authority pursuant to that certain Lease Agreement, dated as of June 1, 2014 (the "Lease Agreement'); WHEREAS, the City proposes to make the deposit of moneys and to appoint the Escrow Bank for the purpose of applying said deposit to provide for the prepayment of the 1998 Lease Payments in accordance with the instructions provided by this Escrow Deposit and Trust Agreement and of applying said 1998 Lease Payments to the redemption of the 1998 Certificates in accordance with the 1998 Trust Agreement and the Escrow Bank desires to accept said appointment; 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 Western Alliance Public Finance Compass Bank an Alabama banking corporation and_Cital One Public Fund ding LLC (collectively the "Assignees'), pursuant to those certain asgnment agrreements, each dated as of June 1, 2014, by and between the Corporation and the Assignees 4 -146