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Internal Escrow Letter <br />March 5, 2013 <br />Sovereign Bank, N.A. <br />3 Huntington Quadrangle, Suite 101N <br />Melville, NY 11747 <br />Re: Schedule No. 000 dated March 5, 2013 to Master Lease Purchase Agreement dated March 5, <br />2013 (the "Lease ") by and between City of San Marcos ( "Lessee ") and Sovereign Bank, N.A. <br />( "Lessor "). <br />Ladies and Gentlemen: <br />We have entered into the above referenced Lease for the purpose of financing (1) 2013 John Deere <br />544K 4WD Loader and (1) 2013 Hamm Compaction GRW 280 — 15, Pneumatic Roller,15 Ton (the <br />"Equipment ") in the amount of $302,883.39 (the "Financed Amount "). Lessee hereby requests that <br />Lessor retain $302,883.39 (the "Retained Amount "). Lessee further requests that Lessor hold the <br />Retained Amount in an internal escrow pending Lessor's receipt of confirmation from Lessee that <br />the Equipment has been delivered, inspected and accepted for all purposes by the Lessee and that <br />payment can be remitted to the vendor of such Equipment. There will be no separate escrow fee <br />charged to Lessee for internally escrowing the Retained Amount. <br />Lessee understands and agrees that interest shall accrue on the entire Financed Amount as of the date <br />hereof, and further understands and agrees that any interest earned on the Retained Amount shall <br />be paid to Lessor in consideration of managing the internal escrow account. <br />Lessee acknowledges that Lessor may commingle the Retained Amount held by Lessor for the <br />benefit of Lessee with other funds held by Lessor for its own account, so long as Lessor maintains <br />segregation of such amounts on the books and records of Lessor. <br />Sincerely, <br />Lessee: City of San Marcos <br />BY: <br />TITLE: Assistant City Manager <br />DATE: <br />