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CLOSING MEMORANDUM <br />$954,954.00 LEASE OF 911 SYSTEM UPGRADES AND INSTALLATIONS <br />PURSUANT T'O THAT EQUIPMENT LEASE - PURCHASE AGREEMENT AND EQUIPMENT SCHEDULE THERETO <br />DATED MAY 22, 2015 <br />BETWEEN CITY OF SANTA ANA, AS LESSEE, AND <br />HOLMAN CAPITAL CORPORATION, AS LESSOR <br />Pre- Clusine: Pre - Closing will be held at the Lessee's convenience, on or before May 22, 2015. All documents <br />will be executed and three (3) blue ink originals will be overtighted to Edward J. Rojas, Esq., Womble Carlyle <br />Sandridge & Rice, LLP, 150 Fayetteville Street, Suite 2100, Raleigh, North Carolina 27601, for delivery no later <br />than 9:00 am on the morning of May 2$, 2015 and held in trust until such time as the wires and original documents <br />are released by the Parties. <br />Closing: (1) By internal funds transfer and pending receipt of original, executed Lease Documents, on the morning <br />of May 22, 2015, the Investor is authorized by Lessee to transfer via internal credit the Total Equipment Cost (as <br />defined below) to Escrow Agent, pursuant to a general ledger credit to the Escrow Account as follows: <br />Bank Name: American River Bank <br />ABA Number: <br />Account Number: r I <br />Account Name: f 1 <br />FB /O: <br />Attn: [ 1. <br />(2) By internal funds transfer and pending receipt of original, executed Lease Documents, on the morning of <br />May 22, 2015, the investor is authorized by Lessee to transfer via internal credit the Issuance Costs (as defined <br />below) to Lessor, pursuant to a general ledger credit to the Lessor as follows: <br />Bank Name: American River Bank <br />ABA Number: [ I <br />Account Number: j I - <br />Account Name: <br />FIB/O: [ J <br />Attn: f 1. <br />Counsel . for each of the Parties will confirm by c -mail receipt of funds and then the release of all original documents <br />held in trust, when such funds and /or documents are in the possession of each of the Parties. Upon confirmation by <br />Escrow Agent of the Lease Proceeds, Lessee will wire closing costs, legal fees and other amounts to the parties in <br />accordance with the invoices attached hereto. <br />Sources and Uses of Funds: <br />Principal Amount of Lease $ 954,954.00 <br />TOTAL SOURCES $ 954,954.00 <br />Total Equipment Cost: $ 949,954.00 <br />Issuance Costs: $ 5,000.00 <br />TOTAL LEASE PROCEEDS $ 954,954.00 <br />Attest: <br />CITY OF SANTA ANA <br />By: <br />Name: David Cavazos <br />Title: City Manager <br />WCSR 33973592v3 <br />55A -46 <br />