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<br /> 3.05 The Escrow Agent shall, without further direction, sell such investments as and when required to make any payment
<br /> from the Equipment Acquisition Fund. Any income received on such investments shall be credited to the Equipment Acquisition
<br /> Fund.
<br /> 3.06 The Escrow .A.gent shall furnish an accounting of all investments. The Escrow ,A.gent shall not be responsible or liable
<br /> for any loss suffered in connection with any investments of moneys made by it in accordance with this Section.
<br /> 3.07 Lessee hereby grants Lessor a security interest in the money and investments held by the Escrow Agent under this
<br /> Agreement as collateral security for the payment and þerformance of all of Lessee's obligations under the Lease, this Agreement
<br /> and any agreement, contract or instrument related to the Lease or this Agreement. Lessee represents and warrants to Lessor that
<br /> the money and investments held by the Escrow Agent under this Agreement are free and clear of any liens, security interests or
<br /> encumbrances other than the security interests created under this Agreement. Escrow Agent hereby acknowledges that it holds
<br /> the money and investments held by the Escrow Agent under this Agreement subject to such security interest created by Lessee
<br /> as bailee for Lessor; provided, that Escrow Agent's security interest in such money and investments as created under Section 4.03
<br /> hereof shall be superior to Lessor's security interest therein.
<br /> Section 4. Escrow Aaent's Authoritv: Indemnification.
<br /> 4.01 The Escrow Agent may: act in reliance upon any writing, notice, certificate, instruction, instrument or signature which
<br /> it, in good faith, believes to be genuine; assume the validity and accuracy of any statement or assertion contained in such a writing,
<br /> notice, certificate, instruction or instrument; and assume that any person purporting to give any such writing, notice, certificate,
<br /> instruction or instrument in connection with the provisions hereof has been duly authorized to do so. Except as expressly provided
<br /> otherwise in this Agreement, the Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form of, the
<br /> manner of execution of, or the validity, accuracy or authenticity of any writing, notice, certificate, instruction or instrument deposited
<br /> with it, nor as to the identity, authority or right of any person executing the same. The Escrow Agent's duties hereunder (including,
<br /> without limitation, its duties as to the safekeeping, investment and disbursement of moneys in the Equipment Acquisition Fund)
<br /> shall be limited to those specifically provided herein.
<br /> 4.02 Unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, Lessee
<br /> and Lessor jointly and severally hereby agree to be responsible to pay for, and to hold Escrow Agent harmless from, any actions,
<br /> suits or proceedings (at law or in equity), any claims, liabilities or losses, or any expense, costs, fees or charges of any character
<br /> or nature (including reasonable attorney's fees and the costs of defending any action, suit or proceeding or resisting any claim)
<br /> which Escrow Agent may incur or with which Escrow Agent may be threatened by reason of its acting as Escrow Agent under this
<br /> Agreement and in connection therewith.
<br /> 4.03 Lessee and Lessor hereby grant Escrow Agent a first priority security interest in the money and investments held by
<br /> the Escrow Agent under this Agreement as collateral security for the costs and expenses of the foregoing of Section 4.02 and for
<br /> any other expenses, costs, fees or charges of any character or nature which may be incurred by the Escrow Agent (including
<br /> reasonable attorneys' fees and court costs) relating to any suit (interpleader or otherwise) or other dispute arising between Lessee
<br /> and Lessor as to the correct interpretation of the Lease, this Agreement or any instructions given to the Escrow Agent hereunder,
<br /> with the right of the Escrow Agent, regardless of the instructions aforesaid, to hold the said property until and unless said expenses,
<br /> costs, fees and charges shall be fully paid.
<br /> 4.04 If Lessee or Lessor disagree about the interpretation of the Lease or this Agreement, about their rights and obligations
<br /> under the Lease or this Agreement. or about the propriety of any action contemplated by the Escrow Agent hereunder, then the
<br /> Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. Lessee and Lessor shall
<br /> pay all costs, including reasonable attorneys' fees, in connection with such action. The Escrow Agent shall be fully protected in
<br /> suspending all or any part of its activities under this Agreement until a final judgment in such action is received.
<br /> 4.05 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and
<br /> protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of
<br /> judgment, or for any acts or omissions of any kind unless caused by the Escrow Agent's gross negligence or willful misconduct.
<br /> Section 5. Chance of Escrow Acent.
<br /> 5.01 Upon agreement of the parties hereto, a national banking association or a state bank having capital (exclusive of
<br /> borrowed capital) and surplus of at least$10,000,000.00, qualified as a depository of public funds, may be substituted to act as
<br /> Escrow Agent under this Agreement. Such substitution shall not be deemed to affect the rights or obligations of the parties hereto.
<br /> Upon any such substitution, the Escrow Agent agrees to assign to such substitute Escrow Agent all of its rights under this
<br /> Agreement.
<br /> 5.02 The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee and Lessor of its
<br /> intention to resign and of the proposed date of resignation, which shall be a date not less than thirty (30) days after such notice is
<br /> deposited in the United States mail with postage fully prepaid, unless an earlier resignation date and the appointment of a successor
<br /> Escrow Agent has been approved by Lessee and Lessor.
<br /> ESCAGR2 01 (4/26/95) Page 3
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