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Equipment described in the requisition request, and (c) any additional <br />documentation required by Lessor. <br />b. The Escrow Agent will not charge fees for the ordinary services it renders in <br />connection herewith. <br />C. If Lessor provides to the Escrow Agent written notice of the occurrence of an <br />Event of Default or an Event of Nonappropriation by Lessee under the Lease <br />Agreement, the Escrow Agent shall thereupon promptly remit to Lessor the entire <br />balance of the Escrow Fund. <br />d. Upon receipt by the Escrow Agent of a duly executed Certificate of Acceptance <br />and Payment Request identified as the final such request, the Escrow Agent shall <br />transfer the then remaining balance of the Escrow Fund to Lessee, upon the <br />express condition that Lessee hereby agrees to use such excess amount solely for <br />capital expenditures as shall be approved by Lessee or, at the written direction of <br />Lessee, for application against the interest component of the Lessee's payment <br />obligation under the Lease Agreement, as provided therein, unless otherwise <br />agreed by Lessor. <br />6. The Escrow Agent shall have no liability for acting upon any written instruction <br />presented by Lessee and Lessor in connection with this Escrow Agreement that the <br />Escrow Agent in good faith believes to be genuine. Furthermore, the Escrow Agent shall <br />not be liable for any act or omission in connection with this Escrow Agreement except for <br />its own gross negligence, willful misconduct, or bad faith. The Escrow Agent shall not <br />be liable for any loss or diminution in value of the Escrow Fund as a result of the <br />investments made pursuant to Section 4. <br />7. To the extent authorized by law, Lessee hereby agrees to indemnify and save the Escrow <br />Agent harmless against any liabilities that it may incur in the exercise and performance of <br />its powers and duties hereunder and that are not due to the Escrow Agent's gross <br />negligence or willful misconduct. No indemnification will be made under this Section or <br />elsewhere in this Escrow Agreement for damages arising solely out of gross negligence, <br />willful misconduct, or bad faith by the Escrow Agent, its officers, agents, employees, <br />successors or assigns. <br />8. The Escrow Agent may at any time resign by giving at least 30 days' prior written notice <br />to Lessee and Lessor, but such resignation shall not take effect until the appointment of <br />the successor Escrow Agent. The substitution of another bank or trust company to act as <br />Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor <br />and Lessee. In addition, the Escrow Agent may be removed at any time, with or without <br />cause, by instrument in writing executed by Lessor and Lessee. Such notice shall set <br />forth the effective date of the removal. In the event of any resignation or removal of the <br />Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing <br />executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its <br />acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee <br />I -3 <br />WCSR 339735920 <br />