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ESCROW AGREEMENT <br />THIS ESCROW AGREEMENT (this "Escrow Agreement"), executed and entered into <br />as of August 1, 2014, is by and between the CITY OF SANTA ANA (the "City") and THE BANK <br />OF NEW YORK MELLON TRUST COMPANY, N.A., as escrow agent (the "Escrow Agent"). <br />WITNESSETH: <br />WHEREAS, there are currently outstanding Santa Ana Financing Authority Water <br />Revenue Refunding Bonds, Series 2014 (Payable Solely from Installment Payments Secured by <br />Water System Net Revenues) (the "Prior Bonds"), in the original aggregate principal amount of <br />$15,690,000; <br />WHEREAS, the Prior Bonds were issued under the Indenture, dated as of August 1, 2014 <br />(as supplemented and amended, the "Prior Indenture"), by and between The Bank of New York <br />Mellon Trust Company, N.A. (the "Trustee"), and the Authority; <br />WHEREAS, the Prior Bonds are payable from component installment payments (the <br />"2014 Installment Payments") payable by the City under the Master Installment Purchase <br />Agreement, dated as of August 1, 2014 (the "Master Installment Purchase Agreement"), between <br />the City and the Authority, and the First Supplement to Master Installment Purchase Agreement, <br />dated as of August 1, 2014, between the City and the Authority (the "Prior Supplement" and <br />together with the Master Installment Purchase Agreement, the "Prior Installment Purchase <br />Agreement") and pertaining to the City's water system; <br />WHEREAS, the Escrow Agent is the trustee under the Prior Indenture; <br />WHEREAS, the City has determined that a savings will be realized by exercising its option <br />under the Prior Installment Purchase Agreement to prepay said component installment payments, <br />thereby providing the funds necessary to pay, when due, the principal of and interest on the Prior <br />Bonds to and including September 1, 2024 and to redeem the Prior Bonds on September 1, 2024 <br />(the "Redemption Date") at a redemption price (the "Redemption Price") equal to % of the <br />principal amount of the Prior Bonds plus the accrued but unpaid interest on the Prior Bonds, to the <br />Redemption Date; <br />WHEREAS, in order to provide the funds necessary to exercise said option, the Authority <br />has issued $ aggregate principal amount of Water Revenue Bonds, Series 2024 (Payable <br />Solely from Installment Payments Secured by Water System Net Revenues) (the "Bonds") <br />pursuant to the Indenture, dated as of , 2024 (the "Indenture"), by and between the <br />Trustee and the Authority; <br />WHEREAS, the Prior Bonds are subject to redemption on the Redemption Date and the <br />City has determined to provide for the call for redemption on the Redemption Date of the Prior <br />Bonds outstanding on the Redemption Date; <br />NOW THEREFORE, in consideration of the mutual covenants and agreements herein <br />contained, the City and the Escrow Agent agree as follows: <br />1 <br />55394.00068\42304978.2 <br />