f. Upon receipt by the Escrow Agent of a duly executed Certificate of Acceptance and Payment
Re quest identified as the final such request, the remaining monies in the Escrow Fund shall, first be
applied to all reasonable fees and expenses incurred by the Escrow Agent, if applicable, in connection
herewith as evidenced by its statement forwarded to Lessor and Lessee; and, second be paid to Lessor,
for application against the outstanding principal components of Rental Payments (as definedin the
Agreement), including prepayment of Rental Payments under the Agreement, as provided therein,
unless Lessor directs that payment of such amount be made in such other manner directed by Lessor
that, in the opinion of nationally recognized counsel in the area of tax-exempt municipal obligations
satisfactory to Lessor, will not adversely affect the exclusion of the interest com ponents of Rental
Payments from gross income for federal income tax purposes. If any such amount is used to prepay
principal, the Payment Schedule attached to the Agreement will be revised accordingly as specified by
Lessor.
6. The reasonable fees and expenses of the Escrow Agent incurredin connection herewith shall be
the responsibility of Lessor and are herein defined as the sum of $1,500, for escrow services as
described herein; plus any extraordinary expenses incurred by the Escrow Agent at the request of
Lessor or Lessee.
7. The Escrow Agent shall have no liability for acting upon any written instruction presented by
Lessee and Lessor in connection with this Escrow Agreement which the Escrow Agent in good faith
believes to be genuine. Furthermore, the Escrow Agent shall not be liable for any act or omission in
connection with this Escrow Agreement except for its own gross negligence, willful misconduct or bad
faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund asa
result of the investment decisions made pursuant to Section 4 in Qualified Investments at the direction
of Lessee.
8. Tothe extent authorized by law, Lessee hereby agrees to indemnify and save the Escrow Agent
harmless against any liabilities which it may incurin the exercise and performance ofits powers and
duties hereunder and which are not due to the Escrow Agent’s gross negligence or willful misconduct.
No indemnification will be made under this Section or elsewhere in this Escrow Agreement for damages
arising solely out of gross negligence, willful misconduct or bad faith by the Escrow Agent, its officers,
agents, employees, successors or assigns.
9. The Escrow Agent may at any time resign by giving at least 30 days’ prior written notice to
Lessee and Lessor, but such resignation shallnot take effect until the appointment of the successor
Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this
Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent
may be removed at any time, with or without cause, by instrument in writing executed by Lessor and
Lessee. Such notice shall set forth the effective date of the removal. In the event of any resignation or
removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing
executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such
appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent.
Upon the effective date of resignation or removal, the Escrow Agent will transfer the Escrow Fund
then held by it to the successor Escrow Agent selected by Lessor and Lessee.
10. This Escrow Agreement and the Escrow Fund established hereunder shall terminate upon
receipt by the Escrow Agent of the written notice from Lessor specifiedin Section 5(b) or Section 5(c)
hereof.
11. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, or by
mutually recognized overnight carrier addressed to the other party at its respective address shown on
page 1 of this Escrow Agreement or to such other address as such party shall from time to time
designate in writing to the other parties hereto; and shall be effective on the date or receipt.
12. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto
and their respective successors andassigns. No rights or obligations of the Escrow Agent under this
Escrow Agreement may be assigned without the prior written consent of Lessor and Lessee.
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