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WHEREAS, the Authority and the City propose to make the deposit of moneys and to appoint the Escrow Agent as their agent for the purpose of applying said deposit to the payment of remaining Prior Installment Payments in accordance with the instructions provided by this Escrow Agreement and of applying said remaining Prior Installment Payments to the prepayment of the 2007 Certificates in accordance with the 2007 Trust Agreement and 2007 Agreement; and WHEREAS, to obtain moneys to make such deposit, the City proposes to issue its $ City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019 (the "Bonds") pursuant to that certain Indenture of Trust, dated as of December 1, 2019, (the "Indenture"), by and between the City and the U.S. Bank National Association, as trustee (the "2019 Trustee"); and WHEREAS, the City wishes to make such a deposit with the Escrow Agent and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Agent has full powers to act with respect to the irrevocable escrow and trust created herein and to perform the duties and obligations to be undertaken pursuant to this Escrow Agreement. NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows: Section 1. Definition of Federal Securities. As used herein, the term "Federal Securities" means direct non -callable obligations of the United States of America, Refcorp interest strips, or securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, provided, that the full faith and credit of the United States of America has been pledged to any such obligation or guarantee. Section 2. Appointment of Escrow Agent. The City and the Authority hereby appoint the Escrow Agent as Escrow Agent for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Agent hereby accepts such appointment. Section 3. Establishment of Escrow Fund. There is hereby created by the City and the Authority with, and to be held by, the Escrow Agent, as security for the payment of the remaining Prior Installment Payments as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Agent on behalf of the City and the Authority and for the benefit of the owners of the 2007 Certificates, said escrow to be designated the "Escrow Fund." All moneys and Federal Securities, if any, deposited in the Escrow Fund shall be held as a special fund for the payment of the remaining Prior Installment Payments in accordance with the provisions of the 2007 Agreement. If at any time the Escrow Agent shall receive actual knowledge that the moneys and Federal Securities in the Escrow Fund will not be sufficient to make any payment required by Section 5 hereof, the Escrow Agent shall notify the City of such fact and the City shall immediately cure such deficiency. 55394.00055\32329256.4 55A_72