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<br />Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable
<br />care.
<br />Section 5.3. Interpretation. As an additional consideration for and as an inducement for Escrow Agent to act hereunder, it is
<br />understood and agreed that, in the event of any disagreement between the parties to this Escrow Agreement or among them or any
<br />other persons resulting in adverse claims and demands being made in connection with or for any money or other property involved in
<br />or affected by this Escrow Agreement, Escrow Agent shall be entitled, at the option of Escrow Agent, to refuse to comply with the
<br />demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make
<br />no delivery or other disposition of the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund. Anything herein to
<br />the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow
<br />Agent to comply with the conflicting or adverse demands of such parties or any of such parties.
<br />Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Equipment Acquisition Fund or
<br />any part thereof or to otherwise act hereunder, as stated above, unless and until:
<br />I. the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having
<br />jurisdiction of the parties and the Equipment Acquisition Fund; or
<br />2. the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such
<br />agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent against any liability, claims or damages
<br />resulting from compliance by Escrow Agent with such agreement.
<br />In the event of a disagreement between such parties as described above, Escrow Agent shall have the right, in addition to the rights
<br />described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money
<br />and property comprising the Equipment Acquisition Fund and may take such other legal action as may be appropriate or necessary, in
<br />the opinion of Escrow Agent. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties
<br />and responsibilities under this Escrow Agreement; provided, however, that the filing of any such legal proceedings shall not deprive
<br />Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties and
<br />responsibilities hereunder.
<br />The parties hereto jointly and severally agree that, whether under this Section 5.3 or any other provisions of this Escrow Agreement, in
<br />the event any controversy arises under or in connection with this Escrow Agreement or the Equipment Acquisition Fund or in the event
<br />that Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Equipment Acquisition
<br />Fund, to pay to Escrow Agent reasonable additional compensation for its extraordinary services and to reimburse Escrow Agent for all
<br />costs and expenses associated with such controversy or litigation, including reasonable attorney's fees.
<br />Section 5.4. Limited Liabilitv of Escrow Agent. Escrow Agent shall not be liable in connection with the performance or observation of
<br />its duties or obligations hereunder except for in the case of its proven gross negligence or willful misconduct. Escrow Agent shall have no
<br />obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any
<br />covenant or agreement made by such party hereunder or under the Master Lease, but shall be responsible solely for the performance of the
<br />duties and obligations expressly imposed upon it as Escrow Agent hereunder.
<br />Section 5.5. Indemnification. Escrow Agent shall have no obligation to take any legal action in connection with this Escrow
<br />Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might
<br />involve it in any cost, expense, loss or liability unless security and indemnity, as provided in this Section 5.5, shall be furnished.
<br />To the extent permitted by applicable law, Lessee agrees to indemnify Escrow Agent and it officers, directors, employees and agents and
<br />save Escrow Agent and its officers, directors, employees and agents harmless from and against any and all Claims (as hereinafter
<br />defined) and Losses (as hereinafter defined) which may be incurred by Escrow Agent or any of such officers, directors, employees or
<br />agents as a result of Claims asserted against Escrow Agent or any of such officers, directors, employees or agents as a result of or in
<br />connection with Escrow Agent's capacity as such under this Escrow Agreement by any person or entity. For the purposes hereof, the
<br />term "Claims" shall mean all claims, lawsuits, causes of action or other legal actions and proceedings of whatever nature brought
<br />against (whether by way of direct action, counterclaim, cross action or impleader) Escrow Agent or any such officer, director,
<br />employee or agent, even if groundless, false or fraudulent, so long as the claim, lawsuit, cause of action or other legal action or
<br />proceeding is alleged or determined, directly or indirectly, to arise out of, result from, relate to or be based upon, in whole or in part:
<br />(a) the acts or omissions of Lessor or Lessee, (b) the appointment of Escrow Agent as escrow agent under this Escrow Agreement, or
<br />(c) the performance by Escrow Agent of its powers and duties under this Escrow Agreement; and the term "Losses" shall mean losses,
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<br />5/16/ 2013: BQ- ESCfamtem.DOC /rev.01 /04.st1
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