MASTER EQUIPMENT LEASE–PURCHASE AGREEMENT

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.