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<br />States of America; (b) general obligations of any State of the United States of America; (c) general obligations of any political
<br />subdivision of a State of the United States of America, if such obligations are rated by at least two recognized rating services
<br />as at least AA; (d) certificates of deposit of any national bank or banks (including, if applicable. Escrow Agent or an affiliate
<br />of Escrow Agent) insured by the Federal Deposit Insurance Corporation (FDIC) with a net worth in excess of $100,000,000
<br />("Acceptable Bank"); (e) obligations of State or Municipal Public Housing Authorities chartered by the United States of America
<br />and guaranteed by the United States of America; (f) demand interest bearing accounts of Escrow Agent or an affiliate of
<br />Escrow Agent if Escrow Agent or an affiliate of Escrow Agent is an Acceptable Bank; (g) money market funds whose assets
<br />are solely invested in obligations listed in (a) through (f) above, including repurchase agreements secured by such obligations,
<br />and which money market funds are rated in either of the two highest categories of any Rating Agency at the time of purchase;
<br />and (h) any other obligations approved in writing by Lessor. The fact that Escrow Agent, or any affiliate of BANK ONE
<br />CORPORATION is providing services to and receiving remuneration from any investment company or investment trust as
<br />investment advisor, custodian, transfer agent, registrar, or otherwise shall not preclude Escrow Agent from investing in the
<br />securities of such investment company or investment trust. In the event that no instructions are received from Lessee as
<br />provided above, Escrow Agent shall invest the Escrow Account in The One Group U,S. Treasury Money Market Fund pursuant
<br />to subparagraph (g) above.
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<br />3.04 If any of the above-described Qualified Investments are not legal investments of Lessee, then Lessee shall
<br />immediately notify Escrow Agent which of said Qualified Investments are not legal investments of Lessee, and shall provide
<br />Escrow Agent with direction to invest funds in accordance with Section 3.03
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<br />3.05 The Escrow Agent shall, without further direction, sell such investments as and when required to make any
<br />payment from the Equipment Acquisition Fund. Any income received on such investments shall be credited to the Equipment
<br />Acquisition Fund,
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<br />3.06 The Escrow Agent shall fumish a monthly statement listing all investments to Lessor and to Lessee. The
<br />Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investments of moneys made by
<br />it in accordance with this Section.
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<br />3,07 Lessee hereby grants Lessor a security interest in the money and investments held by the Escrow Agent under
<br />this Agreement as collateral security for the payment and performance of all of Lessee's obligations under the Lease, this
<br />Agreement and any agreement, contract or instrument related to the Lease or this Agreement. Lessee represents and warrants
<br />to Lessor that the money and investments held by the Escrow Agent under this Agreement are free and clear of any liens,
<br />security interests or encumbrances other than the security interests created under this Agreement. Escrow Agent hereby
<br />acknowledges that it holds the money and investments held by the Escrow Agent under this Agreement subject to such
<br />security interest created by Lessee as bailee for Lessor; provided, that Escrow Agent's security interest in such money and
<br />investments as created under Section 4,03 hereof shall be superior to Lessor's security interest therein.
<br />
<br />Section 4. Escrow Aaent's Authority; Indemnification.
<br />
<br />4.01 The Escrow Agent may: act in reliance upon any writing, notice, certificate, instruction, instrument or signature
<br />which it, in good faith, believes to be genuine; assume the validity and accuracy of any statement or assertion contained in
<br />such a writing, notice, certificate, instruction or instrument; and assume that any person purporting to give any such writing,
<br />notice, certificate, instruction or instrument in connection with the provisions hereof has been duly authorized to do so. Except
<br />as expressly provided otherwise in this Agreement, the Escrow Agent shall not be liable in any manner for the sufficiency or
<br />correctness as to form of, the manner of execution of, or the validity. accuracy or authenticity of any writing, notice, certificate,
<br />instruction or instrument deposited with it, nor as to the identity, authority or right of any person executing the same. The
<br />Escrow Agent's duties hereunder (including, without limitation. its duties as to the safekeeping, investment and disbursement
<br />of moneys in the Equipment Acquisition Fund) shall be limited to those specifically provided herein.
<br />
<br />4.02 Unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder,
<br />Lessee and Lessor jointly and severally hereby agree to be responsible to pay for, and to hold Escrow Agent harmless from,
<br />any actions, suits or proceedings (at law or in equity), any claims, liabilities or losses, or any expense, costs, fees or charges
<br />of any character or nature (including reasonable attomey's fees and the costs of defending any action, suit or proceeding or
<br />resisting any claim) which Escrow Agent may incur or with which Escrow Agent may be threatened by reason of its acting as
<br />Escrow Agent under this Agreement and in connection therewith.
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<br />4.03 Lessee and Lessor hereby grant Escrow Agent a first priority security interest in the money and investments
<br />held by the Escrow Agent under this Agreement as collateral security for the costs and expenses of the foregoing of Section
<br />4.02 and for any other expenses, costs, fees or charges of any character or nature which may be incurred by the Escrow Agent
<br />(including reasonable attomeys' fees and court costs) relating to any suit (interpleader or otherwise) or other dispute arising
<br />between Lessee and Lessor as to the correct interpretation of the Lease, this Agreement or any instructions given to the
<br />Escrow Agent hereunder, with the right of the Escrow Agent. regardless of the instructions aforesaid, to hold the said property
<br />until and unless said expenses, costs, fees and charges shall be fully paid.
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<br />MUN3-escrow.doc (11-29-00)
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