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previously reimbursed, Escrow Agent is hereby granted a security interest in and a lien upon the Escrow
<br />Account and Escrow Funds, which security interest and lien shall be prior to all other security interests,
<br />liens or claims against the Escrow Account, Escrow Funds, or any part thereof. The Escrow Account and
<br />Escrow Funds shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either
<br />Lessor or Lessee or Escrow Agent (other than Lessor's and Escrow Agent's respective security interests granted
<br />hereunder).
<br />9. Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder,
<br />to a one-time "-Set-Up Fee," if any, as set forth on Schedule A hereto, which fee shall be paid by Lessor or
<br />Lessee uponthe signing of this Agreement. In addition, Lessor and Lessee shall be obligated to reimburse
<br />Escrow Agent for all fees, costs and expenses incurred or that becomes due in connection with this
<br />Agreement or the Escrow Account, including reasonable attorney's fees (collectively, and together with the
<br />Set-Up Fee, "Fees"). Neither the modification, cancellation, termination or rescission of this Agreement
<br />nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain
<br />the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred.
<br />or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation
<br />or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes
<br />due, prior to or commensurate with the Termination Date, the Escrow Agent shall advise the Lessee and
<br />Lessor and the Lessee and Lessor shall direct all such amounts to be paid directly to Escrow Agent prior to
<br />any distribution of funds set forth in Section 6 herein
<br />10. Regulatory Compliance.
<br />(a) Lessee and Lessor agree to observe and comply, to the extent applicable, with all anii-
<br />money laundering laws, rules and regulations including, without limitation, regulations issued by the Office
<br />of Foreign Assets Control of the [.United States Department of Treasury and the Financial Crimes
<br />Enforcement Network of the U.S. Department of Treasury.
<br />(b) Lessee and Lessor shall provide to the Escrow Agent such information as the Escrow Agent
<br />may require to enable the Escrow Agent to comply with its obligations under the Bank Secrecy Act of 1970,
<br />as amended (`BSA°'), or any regulations enacted pursuant to the BSA or any regulations, guidance,
<br />supervisory directive or order of the New York State Department of Financial Services or Federal Deposit
<br />Insurance Corporation. The Escrow Agent shall not make any payment of all or any portion of the Escrow
<br />Funds to any person unless and until such person has provided to the Escrow Agent such documents as the
<br />Escrow Agent may require to enable the Escrow Agent to comply with its obligations under the BSA.
<br />(c) To help the United States government fight funding of terrorism and money laundering
<br />activities, Federal law requires all financial institutions to obtain, verify, and record information that
<br />identifies each person who opens an account. When an account is opened and from time to time as be
<br />required by the Escrow Agent's internal policies and procedures, the Escrow Agent shall be entitled to ask
<br />for such information that will allow the Escrow Agent to identify relevant parties. For a non-individual
<br />person such as a business entity, a charity, a trust, or other legal entity, the Escrow Agent may ask for
<br />documentation to verify its formation and existence as a legal entity. The Escrow Agent may also ask to
<br />see 'financial statements, licenses, identification, and authorization documents from individuals claiming
<br />authority to represent the entity or other relevant documentation. The Parties acknowledge that a portion
<br />of the identifying information set forth herein is being requested by the Escrow Agent in connection with
<br />Title Ill of the USA Patriot Act, Pub.L. 107-56 (the "Act"), and Lessee and Lessor each agrees to provide
<br />any additional information requested by the Escrow Agent in its sole discretion in connection with the Act
<br />or any other legislation, regulation, regulatory order or published guidance to which the Escrow Agent is
<br />subj eet, in a timely manner.
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