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ESCROW DEPOSIT AND TRUST AGREEMENT This ESCROW DEPOSIT AND TRUST AGREEMENT (the "Escrow Agreement") is made and entered into as of December 1, 2019, by and among the SANTA ANA FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority"), CITY OF SANTA ANA, a municipal corporation organized and existing by virtue of Constitution and laws of the State of California (the "City") and U.S. BANK NATIONAL ASSOCIATION, as escrow agent (the "Escrow Agent"); WITNESSETH: WHEREAS, the City and the Authority have heretofore entered into a 2007 Installment Sale Agreement, dated as of December 1, 2007 (the "2007 Agreement"); WHEREAS, payments by the City of installment payments pursuant to the 2007 Agreement (the "2007 Payments") are applied to the payment of the $68,010,000 Gas Tax Revenue Certificates of Participation (2007 Local Street Improvement Project) (the "2007 Certificates"); WHEREAS, the 2007 Agreement provides that in the event that the City deposits, or causes the deposit on its behalf of, moneys and certain securities (as defined in Section 7.01 of the 2007 Trust Agreement (defined below)) in an amount, together with investment earnings and certain funds held under the 2007 Trust Agreement, sufficient to pay and discharge all or a portion of the indebtedness of the 2007 Agreement at or before maturity, then the obligations of the City under the 2007 Agreement shall cease and terminate with respect to the obligations so discharged, except only the obligation of the City to pay or cause to be paid to the Authority all sums due thereon out of the Escrow Fund with respect to the obligations so discharged and thereafter such Gas Tax Revenues (as defined in the 2007 Agreement) shall be released from the lien of the 2007 Agreement; and WHEREAS, pursuant to the 2007 Agreement, the Authority assigned to the Prior Trustee, defined below, its rights to receive installment payments (the "Prior Installment Payments") from the City under the 2007 Agreement and the right to exercise such rights and remedies conferred on the Authority under the 2007 Agreement to enforce payment of the Prior Installment Payments; and WHEREAS, pursuant to a Trust Agreement, relating to and dated as of the same date as the 2007 Agreement, by and among the Authority, The Bank of New York Mellon Trust Company, N.A. (the "Prior Trustee") and the City (the "2007 Trust Agreement"), the 2007 Certificates were issued, secured in part by the prior payments; and WHEREAS, the City has determined that it is in the best interests of the Authority at this time to refinance the City's obligation to make the remaining Prior Installment Payments under the 2007 Agreement and, as a result thereof, to provide for the prepayment of such Prior Installment Payments on said , 2019, at a prepayment price of 100% of the principal amount thereof, plus accrued interest; and 55394.00055\32329256.4 55A_7 1