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SECTION 3. Issuance of the 2010 Bonds; Approval of the Indenture. The 2010A
<br />Bonds shall be issued pursuant to the Refunding Bond Law and, if the 2010A Bonds
<br />include provision for the 2010 Project, pursuant to the Redevelopment Bond Law, and
<br />pursuant to an indenture of trust (the "Indenture"), by and between the Agency and The
<br />Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"). The 2010B
<br />Bonds shall be issued pursuant to the Redevelopment Bond Law and pursuant to the
<br />Indenture. The Agency hereby approves the Indenture in the form on file with the
<br />Secretary, together with such additions thereto and changes therein as the Executive
<br />Director, or any designee thereof, shall deem necessary, desirable or appropriate, and
<br />the execution thereof by the Executive Director, or any designee thereof, shall be
<br />conclusive evidence of the approval of any such additions and changes. The Executive
<br />Director, or any designee thereof, is hereby authorized and directed to execute, and the
<br />Secretary is hereby authorized and directed to attest to, the final form of the Indenture
<br />for and in the name and on behalf of the Agency. The Agency hereby authorizes the
<br />delivery and performance of the Indenture.
<br />SECTION 4. Approval of the Escrow Agreements.
<br />(a) The Agency hereby approves an escrow agreement relating to the refunding
<br />of the 1998A Bonds (the "1998A Escrow Agreement"), by and among the Santa Ana
<br />Financing Authority (the "Authority"), the Agency and The Bank of New York Mellon
<br />Trust Company, N.A., as escrow bank (the "Escrow Bank"), in the form on file with the
<br />Secretary, together with such additions thereto and changes therein as the Executive
<br />Director, or any designee thereof, shall deem necessary, desirable or appropriate, and
<br />the execution thereof by the Executive Director, or any designee thereof, shall be
<br />conclusive evidence of the approval of any such additions and changes. The Executive
<br />Director, or any designee thereof, is hereby authorized and directed to execute, and the
<br />Secretary is hereby authorized and directed to attest to, the final form of the 1998A
<br />Escrow Agreement for and in the name and on behalf of the Agency. The Agency
<br />hereby authorizes the delivery and performance of the 1998A Escrow Agreement.
<br />(b) The Agency hereby approves an escrow agreement relating to the refunding
<br />of the 1998B Bonds (the "19988 Escrow Agreement"), by and among the Authority, the
<br />Agency and the Escrow Bank, in the form on file with the Secretary, together with such
<br />additions thereto and changes therein as the Executive Director, or any designee
<br />thereof, shall deem necessary, desirable or appropriate, and the execution thereof by
<br />the Executive Director, or any designee thereof, shall be conclusive evidence of the
<br />approval of any such additions and changes. The Executive Director, or any designee
<br />thereof, is hereby authorized and directed to execute, and the Secretary is hereby
<br />authorized and directed to attest to, the final form of the 1998B Escrow Agreement for
<br />and in the name and on behalf of the Agency. The Agency hereby authorizes the
<br />delivery and performance of the 1998B Escrow Agreement.
<br />(c) The Agency hereby approves an escrow agreement relating to the refunding
<br />of the 1998C Bonds (the "1998C Escrow Agreement"), by and among the Authority, the
<br />Agency and the Escrow Bank, in the form on file with the Secretary, together with such
<br />additions thereto and changes therein as the Executive Director, or any designee
<br />thereof, shall deem necessary, desirable or appropriate, and the execution thereof by
<br />Resolution No. CRA 2010-005
<br />Page 4 of 7
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