SUNTRUST EQUIPMENT FINANCE & LEASING CORP.

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SUNTRUST EQUIPMENT FINANCE & LEASING CORP. MASTER LEASE AGREEMENT LEASE NUMBER 06544 This MASTER LEASE AGREEMENT (the "Agreement"), dated as of Mazch 19, 2008 is made and entered into by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation, as lessor (the "Lessor"), and CITY OF SANTA ANA, a political subdivision of the State of California, as lessee ("Lessee"). In consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND EXFIIBITS Section 1.1. Definitions. The following temu have the meanings specified below. "Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the delivery, installation and acceptance of Equipment. "Agreement" means this Master Lease Agreement and all Equipment Schedules hereto "Agreement Date" means the date first written above. "Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time thereunder. "Equipment" means all items of property described in Equipment Schedules and subject to this Agreement. "Equipment Group" means each group of Equipment listed in a single Equipment Schedule. "Equipment Schedule" means each sequenfially numbered schedule executed by Lessor and Lessee with respect to an Equipment Group. "Escrow Account" means the equipment acquisition account established by Lessor and Lessee with the Escrow Bank pursuant to the Escrow Agreement. "Escrow Bank" means the financial institution or local agency investment fund which is holding the proceeds of the Lease as described in the Escrow Agreement. "Escrow Agreement" means the Escrow Ageement, substantially in the Form of Exhibit F hereto, to be executed by Lessor and Lessee upon the first funding of an Equipment Schedule using the procedure described in Section 2.4. "Events of Default" means those events described in Section 12.1. "Fiscal Year" means each 12-month fiscal period of Lessee. "Funding Date" means, with respect to each Lease, the date Lessor makes payment to the Vendor(s) named in the related Equipment Schedule or reimburses Lessee for the purchase price of the related Equipment Group or, if the procedure described in Section 2.4 is utilized, the date Lessor deposits funds equal to such purchase price into the Escrow Account. "Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule. "Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall constitute a sepazate contract between Lessor and Lessee relating to such Equipment Group. "Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule. "Lease Term" means, with respect to each Equipment Group, the period during which the related Lease is in effect as specified in Section 3.1. z 3/IBR008 NBQ-ESC.DOCIrev OVOis/Ic