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( ( '3/5 ve!Xbr ( s)' or manufacturer (s)' inVoices sp3Cifying the applicable portion of the Purchase Price of the itan(s) of Equipœnt described in the Receipt certificate; and (d) i£ the item is a titled m:rt:.or vehicle, a copy of the Manufacturer's stataœnt of origin (MSO) covering the itan(s) of Equipœnt shcMing the Lessor or Lessor's assignee as first lienholder; the Escrow Agent shall pay to the EqUipœnt vendor (s ) or manufacturer ( s ) of the Equipœnt the payment axramt.s then due and payable with respect thereto. 2.03. In the event that Lessor provides to the Escrow Agent written notice of the occurrence of an event of default or a termination for non-appropriation under the Agree!rent, the Escrow Agent shall thereupon prarptly ranit to Lessor or any assignee of Lessor the remaining balan::e of the EqUip:œnt Acquisition Fund. 2.04. upon receipt by the Escrow Agent of written notice £ran Lessor that the Purchase Price of all Equipœnt under the Lease has been paid in full, the Escrow Agent shall apply the bal..ance remaining in the Equipnant Acquisition Fund, first, to all reasonable fees and ~es incurred by the Escrow Agent in connection herewith as evidenced by its staterent forwarded to Lessee and Lessor; and, second, to Lessor to be applied for benefit of Lessee against the principal portion of the Rental Payments next caning due under the Lease and this Agree!rent shall terminate. U'f:On the earlier of receipt of such notice or ~ years £ran the date hereof, i£ any funds remain in the EqUip:œnt Acquisition Fund that represent the Purchase Price of the Equipœnt, they shall be applied either against the principal portion of the Rental Pay¡œnt next caning due under the Lease or toward a partial emrcise of Lessee's Purchase cption pursuant to section 15 of the Lease and Lessor shall prepare and deliver to Lessee a revised Exhibit B reflecting such partial teDnina.tion and the remaining aIroUIIt of each Rental Payment. 2.05. The Escrow Agent shall only be responsilile for the safekeeping and invest:rœnt of the IIDney held in the Equipnant Acquisition Fund, and the c:li.sbJ.rseœnt. thereof in accordance with this section, and shall not be responsilile for the authenticity or accuracy of such certifications or dccuIrerrts , the application of am:JUIIts ~ pursuant to such certifications by the persons or entities to 'Which they are paid, or the sufficierq of the IIDneyS credited to the Equipnant Acquisition Fund to make the payments herein required. Secticn 3. »::xJev in Ð:mi;:ment Acquisiticns Ftmd; Investment 3 . 01. The IIDney and ÌI1Vesi::Iœnts held by the Escrow Agent under this AgreeIœrrt are irrevocably held in trust for the benefit of Lessee and Lessor, and such IIDney, together with any incaœ or interest earned thereon, shall be expended only as provided in this Agree!rent, and shall not be subject to levy or attachIœnt or lien by or for the benefit of any creditor of either Lessee or Lessor. 3 . 02 . !-bney held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent on behal£ of the Lessee in Q1alified InvestJrents ( as defined be10H') . such invesi::Iœnts shall be registered in the nama of the Escrc:M Agent and held by tl-:e Escrow Agent. The Escrow Agent may ¡;:urchase or sell to itsel£ or any affiliate, as principal or agent, invesi::Iœnts authorized by this section. SUCh invesi::Iœnts and reinvesi::Iœnts shall be made giving consideration for the tiIœ at 'Which funds are required to be available. NO i.nvesbœrrt shall be made that w:::W.d cause the Agreemsnt to be deeœd an "arbitrage bond" within the meaning of section 148(a) of the Internal Revenue cede of 1986, as aIœ11ded. For purposes of this paragraph, the tenn "Q1alified InvestIœnts" maans, to the extent the sam3 are legal invest:rœnts of Lessee, (i) direct general obligations of the united states of AIærica; (ll) cbligations guaranteed by the united states of AIærica; (iii) general cbligations of the agencies and instruIrentalities of the united states of AIærica; (iv) certificates of deposit, tiIœ deposits or demand. deposits with any bank or trust carpany incorporated under the laws of the United states of AIærica or any state thereof, and which is owned by a holding carpany whose long teDn debt or carzœrcial paper is rated at least invesiJœnt grade by any nationally recognized rating agency; (V) open market ccmrercial paper with a maturity not in ~ss of one year £ran the date of acquisition thereof which on the date of acquisition has the highest credit rating by any rating agency; and (vi) any IIDney market or short tenn invesi:Iœnt furrl investing in or consisting solely of and secured by any of the cbligations described in clauses (i), (ll) and (iii) above." 3 . 03 . The Escrow Agent shall, without further clirection fran Lessee, sell such i..rIvestIœnts as and when required to make any payment £ran the EqUipœnt Acquisition Fund. Any incaœ :received on such invesi::Iœnts shall be credited to the EqUipnent Acquisition Fund.