SUNTRUST EQUIPMENT FINANCE & LEASING CORP.

Home Browse Search

EXIIIBIT F Lease No.: 06544 Equipment Schedule: Ol SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ESCROW AGREEMENT This ESCROW AGREEMENT, made and entered into as of Mazch 19, 2008 by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation ("Lessor"), and CITY OF SANTA ANA, a polifical subdivision of the State of California ("Lessee"). In consideration of the mutual covenants herein contained, the patties hereto agree as follows: ARTICLE I. DEFINITIONS AND RECITALS Section 1.1. Definitions. The terms defined in this Section shall, for all purposes of this Escrow Agreement, have the meanings specified below. The terms capitalized in this Escrow Agreement but not defined herein shall have the meanings assigned to them in the Master Lease Agreement. "Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to a Vendor thereof upon acquisition or delivery of any portion of the Equipment in accordance with the purchase order or contract therefor. Acquisition Costs may include the administrative, engineering, legal, financial and other costs incurred by the Lessee in connection with the acquisition, delivery and financing of the Equipment, if approved by Lessor. "Equipment" means the personal property described in the Acceptance Certificate executed pursuant to the Lease, together with any and all modifications, additions and alterations thereto, to be acquired from the moneys held in the Equipment Acquisition Fund. "Equipment Acquisition Fund" means the account by that name established and held at the Escrow Bank pursuant to Article II of this Escrow Agreement. "Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment thereto. "Escrow Bank" means the financial institution or local agency investment fund selected by Lessee to hold the Equipment Acquisition Fund. "LATE" means, Local Agency Investment Fund. LAIF is a division of the California State Treasurer's Office and shall be designated to establish an interest bearing account that will hold the Acquisition Cost of the Equipment and will act as Escrow Bank. "Lease" means the Master Lease together with the Equipment Schedule No. Ol by and between Lessee and Lessor, and any duly authorized and executed amendment thereto, the temu of which aze incorporated herein by reference. "Master Lease" means the Master Lease Agreement, dated as of Mazch 19, 2008 by and between Lessee and Lessor, including any Equipment Schedules entered into thereunder and any duly authorized and executed amendment thereto. "Payment Request Form" means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and submitted to Lessor to authorize payment of Acquisition Costs. "Qualified Investments" means (i) direct general obligations of the United States of America; (i) obligations guazanteed by the United States; (iii) general obligations of the agencies and instrumentalities of the United States; or (iv) certificates of deposit, time deposits or demand deposits with any bank or savings institution qualified as a depository of public funds in the State of California, provided that such certificates of deposit, time deposits or demand deposits, if not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, aze fully secured by obligations described in Clauses (i), (ii), or (iii). In no event shall "Qualified Investments" include any investments other than those pemmtted by any state, county or municipal law applicable to investment of Lessee's funds; ron vided, however, that neither Lessor nor the Escrow Batilc shall be responsible for determining the applicability of any such law and each shall be entitled to rely solely on the detemination of Lessee with respect to such matters. For the Purposes of this Lease, the Parties have agreed and LAIF has represented that California Local Agency Investment Fund is a Permitted Investment for the purposes of this Agreement ARTICLE II. EQUIPMENT ACQUISITION FUND Section 2.1. Equipment Acquisition Fund. Lessee shall establish at the Escrow Bank a special escrow account designated as the "Equipment Acquisition Fund" (the "Equipment Acquisition Fund"), shall keep such Fund separate and apart from all other funds and moneys held by it and shall administer such Fund as provided in this Escrow Agreement. Section 2.2. Deposit. Upon execution of the Lease and delivery to Lessor by Lessee of all documents required to be delivered thereunder, Lessor shall deposit or cause to be deposited with the Escrow Bank the sum of $5,068,400.00 z~ 31182008.FBQ-ESC DOdm 0]/OSsok