MASTER EQUIPMENT LEASEâPURCHASE AGREEMENT

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SELF-INSURANCE LETTER[TO BE TYPED ON LESSEE’S LETTERHEAD][Date]PNCEF, LLC, dba PNC Equipment Finance995 Dalton AvenueCincinnati, OH 45203Re:Master Equipment Lease-Purchase Agreementdated as of November 24, 2010 and Lease Schedule thereto dated November 24,2010Ladies and Gentlemen:Under the above-referenced Lease Schedule, Mount Diablo Unified School District, aslessee (“Lessee”), is required to maintain certain insurance policies with respect to theEquipment subject thereto, provided that insurance policies are not required if Lessee has anactuarially sound self-insurance program that is acceptable to PNCEF, LLC, dba PNCEquipment Finance. This letter is for the purpose of describing Lessee’s self-insurance program.[Describe self-insurance program for property damage - whether a self-insurance fund orcontingency fund is maintained; and whether there is an excess policy in which case an insuranceauthorization letter must be attached.][Describe self-insurance program for public liability risks - whether a self-insurance fundor contingency fund is maintained; whether the Lessee’s public liability exposure is cappedpursuant to a Tort Claims Act; and whether the Lessee maintains an excess liability policy, inwhich case an insurance authorization letter must be attached.]Please do not hesitate to contact me if you have any questions concerning the selfinsurancedescribed in this letter.Very truly yours,Mount Diablo Unified School District, asLesseeBy ____________________________________Name: ______________________________Title: _______________________________
ESCROW AGREEMENTTHIS ESCROW AGREEMENT (“Escrow Agreement”) is made as of November 24, 2010 byand among PNCEF, LLC, DBA PNC EQUIPMENT FINANCE (“Lessor”), Mount Diablo UnifiedSchool District (“Lessee”) and U.S. BANK NATIONAL ASSOCIATION, as escrow agent (“EscrowAgent”).Lessor and Lessee have heretofore entered into that certain Master EquipmentLease-Purchase Agreement dated as of November 24, 2010 (the “Master Lease”) and a LeaseSchedule 138468000 thereto dated November 24, 2010 (the “Schedule” and, together with theterms and conditions of the Master Lease incorporated therein, the “Lease”). The Leasecontemplates that certain equipment described therein (the “Equipment”) is to be acquired fromthe vendor(s) or manufacturer(s) thereof. After acceptance of the Equipment by Lessee, theEquipment is to be leased by Lessor to Lessee pursuant to the terms of the Lease.The Lease further contemplates that Lessor will deposit an amount equal to theanticipated aggregate acquisition cost of the Equipment (the “Purchase Price”), being$1,326,000.00, with Escrow Agent to be held in escrow and applied on the express terms setforth herein. Such deposit, together with all interest and other additions received with respectthereto (hereinafter the “Escrow Fund”) is to be applied to pay the vendor(s) or manufacturer(s)of the Equipment (the “Vendor”) its invoice cost (a portion of which may, if required, be paidprior to final acceptance of the Equipment by Lessee).The parties desire to set forth the terms on which the Escrow Fund is to be created and toestablish the rights and responsibilities of the parties hereto.NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in hand paid, andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:1. (a) Escrow Agent hereby agrees to serve as escrow agent upon the termsand conditions set forth herein. (b) The moneys and investments held in the Escrow Fund areirrevocably held in trust for the benefit of Lessee and Lessor, and such moneys, together withany income or interest earned thereon, shall be expended only as provided in this EscrowAgreement, and shall not be subject to levy or attachment or lien by or for the benefit of anycreditor of either Lessee or Lessor. Lessor, Lessee and Escrow Agent intend that the EscrowFund constitute an escrow account in which Lessee has no legal or equitable right, title orinterest until satisfaction in full of all conditions contained herein for the disbursement of fundsby the Escrow Agent therefrom. However, if the parties’ intention that Lessee shall have nolegal or equitable right, title or interest until all conditions for disbursement are satisfied in full isnot respected in any legal proceeding, the parties hereto intend that Lessor have a securityinterest in the Escrow Fund, and such security interest is hereby granted by Lessee to securepayment of all sums due to Lessor under the Lease. For such purpose, Escrow Agent herebyagrees to act as agent for Lessor in connection with the perfection of such security interest andagrees to note, or cause to be noted, on all books and records relating to the Escrow Fund, theLessor’s interest therein.
Page 1 and 2: Master Equipment Lease-Purchase Agr
Page 3 and 4: therefor (“Legally Available Fund
Page 5: Section 21 hereof; and (c) the affe
Page 9 and 10: 17. TAX COVENANTS.Lessee hereby cov
Page 11 and 12: any disposition proceeds in excess
Page 13 and 14: MOUNT DIABLO UNIFIED SCHOOL DISTRIC
Page 15 and 16: MOUNT DIABLO UNIFIED SCHOOL DISTRIC
Page 18 and 19: INSURANCE COVERAGE DISCLOSUREPNCEF,
Page 22 and 23: 2. On such day as is determined to
Page 24 and 25: (a) the rights of the adverse claim
Page 28 and 29: EXHIBIT 2ESCROW AGENT FEES AND EXPE
Page 30 and 31: 6. No Event of Default or Non-Appro

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