being heldin its capacity as Escrow Agent. Securities and other negotiable instruments com prising the
Escrow Fund from time to time shall be held or registeredin the name of the Escrow Agent (or its
nominee). The Escrow Fund shallnot, to the extent permitted by applicable law, be subject to levy or
attachment or lien by or for the benefit of any creditor of any of the parties hereto (except with respect to
the security interest therein held by Lessor).
4. Lessee hereby directsthe Escrow Agent to invest the cash comprising the Escrow Fund from
time to time in Qualified Investments (as hereinafter defined). Interest or other amounts earned and
received by the Escrow Agent with respect to the Escrow Fund shall be heldin and comprise a part of
the Escrow Fund. No investment shall be made that would cause the Agreement to be deemed to be an
arbitrage bond within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended.
For the purpose of this paragraph 4, the term “Qualified Investments” means de posits that comply with
the requirements of New Hampshire RSA 197:23-a, to the extent the same are at the time legal for
investment of the funds being invested.
5. Lessor and Lessee hereby authorize the Escrow Agent to take the following actions with respect
to the Escrow Fund:
a. From time to time, the Escrow Agent shall pay the vendor or manufacturer of the Equipment or
Lessee or other payee upon receipt of the following: (a) a Certificate of Acceptance and Payment Request
in the form attached as Exhibit A to this Escrow Agreement (a “Payment Request”) duly executed by a
Lessee Representative and approved for payment by a Lessor Representative (or its assignee, if any), (b)
(b) the vendor(s) or manufacturer(s) invoice(s) specifying the acquisition price of the Equipment
de scribe din the Payment Request, (c) in the event that certain costs of entering into this Agreement are
de scribe din the Payment Request, invoice(s) or other evidence specifying the amount(s) of such costs,
and (d) any additional documentation required by Lessor. Without limiting the foregoing, Lessor shall
not approve any such payment unless and until Lessee shall have provided to Lessor (i) certificates of
insurance evidencing coverage in accordance with Section 22 of the Agreement and satisfactory to
Lessor, and (1i) payment and performance bonds, each naming Lessor andits successors and assigns as
an additional obligee and issued by a surety company rated “A” or better by AM Best in form and
substance satisfactory to Lessor. A “Lessee Representative” shall be a person designatedin the
Incumbe ncy Certificate attached hereto as Exhibit B-1, or on a subsequent Incumbency Certificate of
Lessee actually received and acknowledged by Lessor and the Escrow Agent. A “Lessor Representative”
shall be a person de signatedin the Certificate of Lessor Representatives attached hereto as Exhibit B-2.
b. Upon receipt of a Payment Re quest for payment of funds from the Escrow Fund, Lessor and the
Escrow Agent are authorized to seek confirmation of such instructions by telephone call-back to any
Lessee Re presentative designated on Exhibit B-1 hereto, and Lessor and the Escrow Agent may rely
upon the confirmations of anyone purporting to be such Lessee Representative. The Escrow Agent shall
confirm any Payment Request by telephone call-back to the person or persons designated for verifying
such draw requests on Exhibit B-2 (such person verifying the request shall be different than the person
initiating the request). Lessor and Lessee hereby confirm that any call-back performed by the Escrow
Agent to verify a disbursement instruction pursuant to a Payment Request submitted pursuant to this
Section before release shall be made to Lessor only and the Escrow Agent shall have no obligation to
call-back Lessee.
c. The persons and telephone numbers for call-backs may be changed only in writing actually
received and acknowledged by Lessor and the Escrow Agent. The parties to this Escrow Agreement
acknowledge that such security procedure is commercially reasonable.
d. Itis understood that Lessor, the Escrow Agent and the beneficiary’s bankin any funds transfer
may rely solely upon any account numbers or similar identifying number provided by any party hereto
to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank.
e. Inthe event that Lessor provides to the Escrow Agent written notice of the occurrence of an
Event of Default or a nonappropriation by Lessee under the Agreement, the Escrow Agent shall
thereupon promptly remit to Lessor the entire balance of the Escrow Fund.
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