Res 2004-051 - Laserfiche WebLink

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that the amounts being paid pursuant to that disbursement were not subject to a previous draw. The request shall contain as attachments the following: (1) bills, receipts, invoices, or other documents acceptable to the Lessor evidencing the amount and purposes for which the disbursement is requested and (2) a certificate of the Lessee to the effect that the amounts requested to be disbursed were properly incurred in connection with the acquisition of the Property and were not the subject of any previous request for disbursement. The Lessee agrees to submit to the Lessor the above-mentioned attachments in form and substance satisfactory to the Lessor and such other documents and certificates as the Lessor may reasonably request to evidence the proper expenditure of the monies in the Escrow Fund for the purposes of acquiring the Property. The Lessor has no duty to ascertain the correctriess of any documents submitted in connection with any direction to disburse funds. 6. Upon making the disbursements as provided in Paragraph 5 of this Escrow Deposit Agreement the Lessor shall pay to the Lessee any balance on deposit in the Escrow Fund. 7. In the event that an Event of Default occurs under the Lease the Lessor shall forthwith disburse all monies on deposit in the Escrow Fund to the Lessor. The Lessee agrees that in the event such transfer to the Lessor is to be made, it shall pay immediately and directly to the Lessor an amount equal to (a) the aggregate of all disbursements previously made under the Agreement, (b) interest on $ l30, (()fi-(.Ol2 from the date that such amount was deposited pursuant to this Agreement and (c) all expenses, legal fees and other costs incurred by the Lessor in connection with the establishment and enforcement of the escrow established pursuant to this Agreement and in connection with the Lease. To the extent permitted by law, it is the intention of the parties that the Lessee shall indemnify and hold harmless the Lessor for all costs incurred in connection with the Lease and this Agreement. 8. This Agreement may be modified or amended only with the written consent of all parties hereto. 9. In the event of the Lessor's failure to account for any of the funds received by it, said funds shall be and remain the property of the Lessee in trust for the purposes set forth in this Agreement, and if for any reason such funds shall be impressed with a trust for the amount thereof and the Lessee shall be entitled to a preferred claim upon such assets until such identification is made. 10. This Agreement shall terminate when all transfers required to be made with respect to the Escrow Fund by the Lessor under the provisions hereof shall have been made. 11. If anyone or more of the covenants or agreements provided in this Agreement on the part of the Lessor or the Lessee, to be performed shall be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. 12. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. 13. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas. ~/r WITNESS WHEREOF, the parties have executed this Agreement as of the ~ day of ,2004. 2