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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 12, 2014, is by and among the SANTA ANA FINANCING
<br />AUTHORITY, a joint exercise of powers authority organized and existing under and by virtue
<br />of the laws of the State of California (the "Authority "), the CITY OF SANTA ANA, a municipal
<br />corporation and chartered city organized and existing under and by virtue of the laws of the
<br />State of California (the "City "), and THE BANK OF NEW YORK MELLON TRUST COMPANY,
<br />N.A., a national banking association organized and existing under the laws of the United States
<br />of America, as escrow bank (the "Escrow Bank ").
<br />WITNESSETH:
<br />WHEREAS, the Authority has heretofore issued its $107,399,438.50 Santa Ana Financing
<br />Authority Police Administration and Holding Facility, Series 1994A, of which $67,100,000 remains
<br />outstanding (the "1994 Bonds "), the proceeds of which were used to finance the costs of the
<br />construction and equipping of a police administration and holding facility (the "1994 Project');
<br />WHEREAS, the 1994 Bonds were issued pursuant to the terms of an indenture, dated as
<br />of March 1, 1994, as amended (the "1994 Indenture "), by and between the Authority and
<br />Meridian Trust Company of California, since succeeded by the Escrow Bank, as trustee
<br />thereunder (the "1994 Trustee ");
<br />WHEREAS, in order to provide for the repayment of the 1994 Bonds, the Authority
<br />leased certain real property and improvements (the "1994 Property ") to the City pursuant to a
<br />lease agreement, dated as of March 1, 1994, as amended (the "1994 Lease Agreement'), under
<br />which the City agreed to make lease payments to the Authority (the "1994 Lease Payments ")
<br />from moneys in its General Fund and the City has budgeted and appropriated sufficient
<br />amounts in each year to pay the full amount of principal of and interest on the 1994 Bonds;
<br />WHEREAS, the City has determined that it is in the best interests of the City at this time
<br />to provide for the payment of 50% of the remaining 1994 Lease Payments (the "Defeased 1994
<br />Lease Payments "), and to refinance certain other obligations, and, as a result thereof, to provide
<br />for the defeasance of $33,550,000 (50 %) of the outstanding 1994 Bonds (the "Defeased 1994
<br />Bonds ") to maturity, and to that end, the City proposes to enter into a new lease agreement,
<br />dated as of June 1, 2014, by and between the Authority and the City (the "Lease Agreement');
<br />WHEREAS, the Authority and the City propose to provide for the payments described
<br />above and to appoint the Escrow Bank as their agent for the purpose of applying said deposit to
<br />provide for the payment of the Defeased 1994 Lease Payments in accordance with the
<br />instructions provided by this Escrow Deposit and Trust Agreement and of applying said
<br />Defeased 1994 Lease Payments to the defeasance of the Defeased 1994 Bonds and the Escrow
<br />Bank desires to accept said appointment;
<br />WHEREAS, the Authority and the City wish to provide for the payment described
<br />above and to enter into this Escrow Deposit and Trust Agreement for the purpose of providing
<br />the terms and conditions for the deposit and application of amounts so deposited;
<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 />Western Alliance Public Finan -Compass Bank an Alabama banking corporation and Capital
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