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1:11: ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT (this "Agreement") dated as of this 6th day of April, 2018 by and among SIGNATURE PUBLIC FUNDING CORP. ("Lessor"), a New York corporation, having its primary address at 600 Washington Avenue, Suite 305, Towson, Maryland 21204, CITY OF SANTA ANA ("Lessee"), a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, having its primary office at 20 Civic Center Plaza, Santa Acta, CA 92708 and SIGNATURE BANK (the "Escrow Agent"), a New York state -chartered commercial bank and having an office at Signature Bank, 75 Holly Hill Lane, Greenwich, CT 06830, WITNESSETH: WHEREAS, Lessee and Lessor have entered into that certain Equipment Schedule No 001 dated as of April 6, 2018 to that certain Equipment Lease -Purchase Agreement dated as of April 6, 2018 (collectively and together with all other documents, certificates, exhibits and related documentation therewith, collectively, the "Lease"); and WHEREAS, the Lessor has made a loan to Lessee in the form of "Lease Proceeds," which are to be used to pay various costs associated with the Lease and to acquire certain items of Equipment (as such term is defined in the Lease); and WHEREAS, Lessor and Lessee have agreed that all or a portion of the Lease Proceeds shall be held in escrow upon certain terms and conditions; and WHEREAS, Lessor and Lessee appoint the Escrow Agent as escrow agent of such escrow subject to the terms and conditions set forth in this Agreement; and WHEREAS, the Escrow Agent accepts such appointment as escrow agent subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, IT IS AGREED as follows: 1. Delivery of Escrow Funds. (a) Upon execution of the Lease and delivery of all documents and completion of all conditions precedent in the Lease, the Lessor will deliver, or shall cause to be delivered, to the Escrow Agent checks, internal transfers or wire transfers equal to the Initial Deposit Amount (as set forth on Schedule A hereto) and made payable to "City of Santa Ana, Signature Bank as Escrow Agent" for the benefit of Lessor and Lessee to be held in an account at Signature Bank entitled "City of Santa Ana Equipment Schedule 001, Signature Bank, as Escrow Agent" having ABA No. 026013576, Account No. 1503106872 (the "Escrow Account'). (b) The Initial Deposit Amount that consists of good and indefeasible collected funds that are 55A-149