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ESCROW" AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement"). dated as of NOVEMBER 2620 1f3 and entered into among DE LAGE LANDEN PUBLIC FINANCE LLC a DE _, limited liability company ("Lessor"). CITY OF SOUTH BEND INDIANA ,,,,.,..,- a public body corporate and politic existing under the laws of _IN ("Lessee"), and LIMB Bank, n.a., a national banking corporation, as escrow agent ("Escrow Agent" ), Name of Acquisition Fund ND, INDIANA CITY OF SOUTH BE.. Equipment Acquisition Fund Account No,: Amount of Deposit into the Acquisition Fund: TERMS AND CONDITIONS 1. This Escrow Agreement relates to and is hereby made a part of the State and Local Government Lease -Purchase Agreement dated as of ,..NOVEMBER 9 ............... 20 18 (the "Agreement"), between Lessor and Lessee. 2. Except as otherwise defined herein, all terms defined in the Agreement shall have the same meaning for the purposes of this Escrow Agreement as in the Agreement. 3. Lessor, Lessee and Escrow Agent agree that Escrow Agent will act as sole Escrow Agent under the Agreement and this Escrow Agreement, in accordance with the terms and con- ditions set forth in this Escrow Agreement. Escrow Agent shall not be deemed to be a parry to the Agreement, and this. Escrow Agreement shall be deemed to constitute the entire agreement between Lessor and Lessee and Escrow Agent. 4. There is hereby established in the custody of Escrow Agent a special trust fund designated as set forth above (the "Acquisition Fund") to be held and administered by Escrow Agent in trust for the benefit of Lessor and Lessee in accordance with this Escrow Agreement. Lessee hereby grants to Lessor a security interest in the cash and negotiable instruments from time to time comprising the Acquisition Fund (the "Security Interest"). To the limited extent required to perfect the Security Interest, Lessor hereby appoints Escrow Agent as its security agent, and Escrow Agent accepts the appointment as security agent and agrees to hold physical possession of such cash and negotiable instru- ments on behalf of Lessor. 5. Lessor shall deposit in the Acquisition Fund the amount specified above. Moneys held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent upon writ- ten direction of an authorized representative of Lessee in Qualified Investments (as hereinafter defined) maturing or subject to redemption at the option of the holder thereof prior to the date on which it is expected that such funds will be needed. Escrow Agent may act as purchaser or agent in the making or disposing of any investment. Escrow Agent shall have no obligation to invest or reinvest moneys if deposited with Escrow Agent after 11:00 a.m. (E.S.T.) on such day of deposit. Instructions received after 11:00 a.m. (E,S.T.) will be treated as if received on the following business day. Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liqui- dation of funds held in the Acquisition Fund. Any interest or other income received on such investment and reinvestment of such funds shall become part of the Acquisition Fund and any losses incurred on such investment and reinvestment of such funds shall be debited against the Acquisition Fund. If the authorized representative of Lessee does not provide the Escrow Agent with written instructions directing the investment or reinvestment of such funds, the Escrow Agent may invest such funds in money market funds of a type described in Section 6(a)(iv) or Section 6(b)(vi) as appropriate until the Escrow Agent has received appropriate written instructions from the authorized representative. It is agreed and understood that the entity serving as Escrow Agent may earn fees associated with the investments described herein in accordance with the terms of such investments. Notwithstanding the foregoing, Escrow Agent shall have the power to sell or liquidate the foregoing investments whenever Escrow Agent shall be required to pay or disburse all or any portion of the funds held hereunder pursuant to the provisions hereof. In no event shall Escrow Agent be deemed an investment manager or adviser in respect of any selec- tion of investments hereunder. "Qualified Investments" shall be defined for purposes of this Escrow Agreement as follows: (a) For an Agreement not qualified for the arbitrage rebate exception for small governmental units under Section 148(f)(4)(C) of the Code, "Qualified Investments" means, to the extent the same are at the time legal for investment of the funds being invested: (i) United States Treasury Bills or United States Treasury Notes traded on an open market or issued direclly by the United Mates at a yieldnot exceeding .... % per annum, (if) United Slates Treasury Obligations. State and Local Goverrrmeotf Series time deposit securities with a ftld not exceeding A ....... % per annual (iii) obfr,gahons the interest of which its not includable in the gross income of the owner thereof for federal Income tax purposes under Section 103 of the Code and which are rated AA or better by Standard & Poop"s (corporation or Aa or blotter by Moody's Investors Sera, Inc„ (iv) shaves of qualified regulated investment companies which distribute exempt interest dividends within the rneaning of Section 852 of the Code and which, are rated AA or better by Standard & Poor's Corporation or Aa or better by Moody's Inventors Ser)lce, Inc. (tax exempt mutual funds), or (v) United,States Treasury Obligations State and: Local Government Series demand deposit securities. (b) For an Agreement qualified for the arbitrage rebate exception for small governmental units under Section 148(f)(4)(C) of the Code, "Qualified Investments" means to the extent the same are at the time legal for investment of the funds being invested: (i) direct general obligations of the United States of America; (ii) obligations the timely payment of the principal of and interest on which is fully and unconditionally guaranteed by the United States of America; (iii) general obligations of the agencies and instrumentalities of the United States of America acceptable to Lessor; (iv) certificates of deposit, time deposits or demand deposits with any bank or savings institution including Escrow Agent or any affiliate thereof, provided that such certificates of deposit, time deposits or demand deposits, if not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, are fully secured by obligations described in (i), (ii) or (iii) above; (v) repurchase agreements with any state or national bank or trust company, including Escrow Agent or any affiliate thereof, that are secured by obligations of the type described in (i), (f) or (iii) above, provided that such collateral is free and clear of claims of third parties and that Escrow Agent or a third party acting solely as agent for Escrow Agent has possession of such collateral and a perfected first security interest in such collateral; or (vi) shares of money market funds which are registered under the Investment Act of 1940, as amended, and which are rated AAA by Standard & Poor's Corporation or Aaa by Moody's Investors Service, Inc. Moneys in the Acquisition Fund shall be used to pay for the cost of acquisition of the Equipment listed in the Agreement. Payment shall be made from the Acquisition Fund for the cost of acquisition of part or all of said Equipment listed in the Agreement upon presentation to Escrow Agent of one or more properly executed Payment Request and Acceptance Certificates, a form of which is attached as Exhibit A, executed by Lessee and approved for payment by Lessor, together with an invoice for the cost of the acquisition of said Equipment for which payment is requested and a written approval by Lessor of the vendor be paid. The Acquisition Fund shall terminate upon the occurrence of the earlier of (a) the presentation of a proper Payment Request and Acceptance Certificate, with the portion thereof designated "Final Acceptance Certificate", properly executed by Lessee, or (b) the presentation of written notification by Lessor, or, if Lessor shall have assigned its interest under the Agreement, then the assignees or subassignees of all of Lessor's interest under the Agreement or an Agent on their behalf, that a default has occurred or that Lessee has ter- minated the Agreement pursuant to Section 5 of the Agreement. Upon termination as described in clause (a) of this paragraph, any amount remaining in the Acquisition Fund shall be used to prepay the principal component of Lease Payments unless Lessor directs that payment of such amount be made in such other manner directed by Lessor that, in the opinion of nationally recognized counsel in the area of tax exempt municipal obligations satisfactory to Lessor, will not adversely affect the exclusion of the interest compo- nents of Lease Payments from gross income for federal income tax purposes. If any such amount is used to prepay principal, the Exhibit A of Lease Payments appearing in the Page i of 2 Ndu"wMIS