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which describés the items of Equipment for which payment is to be made and specifies the Suppliers and the applicable portion of the Purchase Price of the items of Equipment to b.e paid; (b) the Suppliers' invoices specifying the applicable portion of the Purchase Price of the items of Equipment described in said Receipt Certificate; and (c) if the item yf Equipment is a titled vehicle, a copy of the Manufacturer's Statement of Origin (MSO) covering such item showing Lessor as first and sole lienholder. 2.03 If Lessor delivers to the Escrow Agent written notice of the occurrence of an event of default under the Lease or of a termination of the Lease due to a non-appropriation event or non-renewal event under the Lease, then the Escrow Agent shall immediately remit to Lessor the remaining balance of the Equipment Acquisition Fund. 2.04 Upon the Escrow Agent's receipt of a Full Funding Notice, the Escrow Agent shall apply the balance remaining in the Equipment Acquisition Fund: first, to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its statement forwarded to Lessee and Lessor; and second, to Lessee to be used or applied as may be determined by Lessee in its discretion. "Full Funding Notice" means the Final Receipt Certificate/Payment Request which confirms that all Equipment covered by the Lease has been delivered to and accepted by Lessee under the Lease. 2.05 Upon the Funding Expiration Date stated in Section 1.04 above, the Escrow Agent shall apply the balance of the Lessor's Deposit remaining in the Equipment Acquisition Fund: first, to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its statement forwarded to Lessee and Lessor; and second, to Lessor to be applied by Lessor for benefit of Lessee either: (a) toward the principal portion of the Rent Payment next coming due under the Lease; or (b) toward a partial prepayment of the principal amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal. Upon the Funding Expiration Date stated in Section 1.04 above, the Escrow Agent shall apply the interest earnings on the Lessor's Deposit as set forth in Section 2.04 above. 2.06 The Escrow Agent shall not be responsible for the sufficiency of the moneys credited to the Equipment Acquisition Fund to make the payments herein required. Section 3. Monev in Eauipment Acauisitions Fund: Investment. 3.01 The money and investments held by the Escrow Agent under this Agreement are irrevocably held in trust for the benefit of Lessee and Lessor, and such money, together with any income or interest earned thereon, shall be expended only as provided in this Agreement, and shall not be subject to levy or attachment, or to any security interest or lien, by or for the benefit of any creditor of either Lessee or Lessor; provided, that the money and investments held by the Escrow Agent under this Agreement shall be subject to the security interests provided in Sections 3.07 and 4.03 hereof. 3.02 Money held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent at the written direction of Lessee in Qualified Investments (as defined below). Such investments shall be registered in the name of the Escrow Agent and held by the Escrow Agent. The Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section. Such investments and reinvestments shall be made giving consideration for the time at which funds are required to be available. No investment shall be made that would cause the Agreement to be deemed an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended. 3.03 The term "Qualified Investments" means: (a) direct general obligations of the United States of America; (b) obligations guaranteed by the United States of America; (c) general obligations of the agencies and instrumentalities of the United States of America; (d) certificates of deposit, time deposits or demand deposits with any bank or trust company incorporated under the laws of the United States of America or any state thereof, and which is owned by a holding company whose long term debt or commercial paper is rated at least investment grade by any nationally recognized rating agency; (e) open market commercial paper with a maturity not in excess of one year from the date of acquisition thereof which on the date of acquisition has the highest credit rating by any rating agency; and (f) any money market or short term investment fund investing in or consisting solely of and secured by any of the obligations described in clauses (a), (b) and (c) above. 3.04 If any of the above-described Qualified Investments are not legal investments of Lessee, then Lessee shall immediately notify Escrow Agent which of said Qualified Investments are not legal investments of Lessee. 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