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<br />costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to attorneys', accountants' and other
<br />professionals' fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from,
<br />arising out of or relating to one or more Claims. Upon the written request of Escrow Agent or any such officer, director, employee or
<br />agent (each referred to hereinafter as an "Indemnified Party"), and to the extent permitted by law, Lessee agrees to assume the
<br />investigation and defense of any Claim, including the employment of counsel acceptable to the applicable Indemnified Party and the
<br />payment of all expenses related thereto and, notwithstanding any such assumption, the Indemnified Party shall have the right, and
<br />Lessee agrees to pay the cost and expense thereof, to employ separate counsel with respect to any such Claim and participate in the
<br />investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or
<br />more legal defenses available to such Indemnified Party which are different from or additional to those available to either Lessor or
<br />Lessee. Lessee hereby agrees that the indemnifications and protections afforded Escrow Agent in this Section 5.5 shall survive the
<br />termination of this Escrow Agreement.
<br />ARTICLE VI. COMPENSATION
<br />Section 6.1. Escrow Agent Fee. Escrow Agent shall be paid by Lessee the Escrow Agent Fee shown on Schedule I for the ordinary
<br />services to be rendered hereunder (the "Escrow Agent Fee "), and will be paid and /or reimbursed by Lessee upon request for all costs,
<br />expenses, disbursements and advances, such as reasonable attorney's fees and court costs, incurred or made by Escrow Agent in
<br />connection with carrying out its duties hereunder, including the costs, expenses, disbursements and advances described in Sections 5.2, 5.3
<br />and 6.2. The Escrow Agent Fee and such other costs, expenses, disbursements and advances shall be payable from the interest earnings
<br />from the Equipment Acquisition Fund. In the event a shortfall occurs, said shortfall shall be the responsibility of Lessee and not the
<br />responsibility of Escrow Agent, Lessor, or their agents or assigns. Such shortfall shall be paid by Lessee to Escrow Agent within 30 days
<br />following receipt by Lessee of a written statement setting forth such shortfall.
<br />Section 6.2. Investment Fees. Escrow Agent shall be entitled to charge reasonable fees and commissions in connection with the
<br />investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees "). Lessor and Lessee hereby authorize Escrow
<br />Agent to periodically deduct the Investment Fees from investment earnings on the Equipment Acquisition Fund.
<br />Section 6.3. Securitv for Fees and Expenses. As security for all fees and expenses of Escrow Agent hereunder and any and all losses,
<br />claims, damages, liabilities and expenses incurred by Escrow Agent in connection with its acceptance of appointment hereunder or
<br />with the performance of its obligations under this Escrow Agreement and to secure the obligation of Lessee to indemnify Escrow
<br />Agent as set forth in Section 5.5, Escrow Agent is hereby granted a security interest in and a lien upon the Equipment Acquisition
<br />Fund, which security interest and lien shall be prior to all other security interests, liens or claims against the Equipment Acquisition
<br />Fund or any part thereof.
<br />ARTICLE VII. CHANGE OF ESCROW AGENT
<br />Section 7.1. Removal of Escrow Agent. Lessor and Lessee, by written agreement, may by written request, at any time and for any
<br />reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such
<br />successor shall have capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to
<br />supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually,
<br />pursuant to statute or the requirements of any federal or state supervising or examining authority, then for the purposes of this Section 7. 1,
<br />the combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so
<br />published.
<br />Section 7.2. Resignation of Escrow Agent. Escrow Agent may resign at any time from it obligations under this Escrow Agreement by
<br />providing written notice to the parties hereto. Such resignation shall be effective on the date set forth in such written notice which shall
<br />be no earlier than 30 days after such written notice has been given, unless an earlier resignation date and the appointment of a successor
<br />Escrow Agent shall have been approved by Lessor and Lessee. In the event no successor escrow agent has been appointed on or prior to
<br />the date such resignation is to become effective, Escrow Agent shall be entitled to tender into the custody of a court of competent
<br />jurisdiction all assets then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Escrow
<br />Agreement. Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder.
<br />Section 7.3. Merger or Consolidation. Any entity into which Escrow Agent may be merged or converted, or with which it may be
<br />consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which
<br />Escrow Agent may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible under
<br />Section 7.1) shall be the successor to Escrow Agent without any execution or filing or further act.
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<br />5/16/ 2013: BQ- ESCfamtem.D0C /rev.01 /04.st1
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