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Escrow Agent,regardless of the instructions aforesaid.to hold such property until and unless such additional expenses, fees and charges shall 6
<br /> be paid is full.
<br /> Section 4.9. Discretion of the Escrow Agent to File Civil Action in the Event of Dispute. If the Purchaser or the Lender are in
<br /> disagreement about the interpretation of this Agreement or about the rights and obligations or the propriety of any action contemplated by
<br /> the Escrow Agent hereunder, the Escrow Agent may, but is not required to, file an appropriate civil action to resolve the disagreement.
<br /> The Escrow Agent shall be indemnified for all costs, including reasonable attorneys' fees and expenses, in connection with such civil action
<br /> and shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in such action is received.
<br /> Section 4.10. Consultation with Counsel. The Escrow Agent may consult with counsel of its own choice and has full and complete
<br /> authorization and protection in taking any action, or in omitting to take any action, in good faith reliance on the advice of such counsel.
<br /> The Escrow Agent is otherwise not liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless
<br /> caused by its willful misconduct.
<br /> Section 4.11. Additional Rights of Escrow Agent. The Escrow Agent shall have the following rights in addition to those granted above:
<br /> (i) The Escrow Agent shall not be bound to make any investigation into the facts or other matters stated in any requisition, certificate,
<br /> statement, instrument,evidentiary material, opinion,report, notice,request,directive,or consent, or any judgment, order or decree of any
<br /> court of competent jurisdiction. (ii)The Escrow Agent shall not be required to institute legal proceedings of any kind or to defend any legal
<br /> proceedings which may be instituted in respect of the subject matter of this Agreement. (iii)No provision of this Agreement shall require
<br /> the Escrow Agent to expend its own funds or otherwise incur any financial loss or liability in the performance of its duties hereunder, or
<br /> in the exercise of any of its rights or powers hereunder.
<br /> Section 4.12. Resignation of Escrow Agent. The Escrow Agent, or any successor escrow agent, may at any time resign by giving
<br /> notice in writing to the Lender and the Purchaser and shall be discharged from its duties under this Agreement upon the appointment of a
<br /> successor escrow agent as provided herein. In the event of any resignation,a successor escrow agent shall be appointed by the Lender and
<br /> the Purchaser. Any successor escrow agent shall deliver to the Lender and the Purchaser a written instrument accepting appointment under
<br /> this Agreement, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive
<br /> from the resigning Escrow Agent the assets held in the Escrow Fund.
<br /> Section 4.13. Compensation. The Escrow Agent shall be compensated by the Purchaser for its services at the times and in the amounts
<br /> set forth in Schedule 4.13 attached hereto and incorporated herein by reference. The Purchaser shall also reimburse to the Escrow Agent
<br /> for all reasonable expenses, charges and other disbursements and those of the Escrow Agent's attorneys, agents and employees incurred in
<br /> and about the administration and execution of the Escrow Fund and the performance of the Escrow Agent's powers and duties hereunder.
<br /> The Purchaser hereby authorizes the Escrow Agent to deduct all such compensation,expenses, charges and other disbursements authorized
<br /> by this Section 4.13 directly from the Escrow Fund in accordance with Section 4.3(b)of this Agreement.
<br /> ARTICLE V: RESPONSIBILITIES OF THE PURCHASER
<br /> Section 5.1. Care and Use. The Purchaser shall use the Project in a careful and proper manner, in compliance with all applicable laws
<br /> and regulations, and, at its sole cost and expense, shall service, repair and maintain the Project so as to keep the Project in good condition,
<br /> repair, appearance and working order for the purposes intended,ordinary wear and tear excepted, and shall replace any part of the Project
<br /> as may from time to time become worn out,lost,stolen,destroyed or damaged or is unfit for use. Any and all additions to or replacements
<br /> of the Project and all parts thereof shall constitute accessions to the Project and shall be subject to all terms and conditions of this Agreement
<br /> and included in the term "Project" as used in this Agreement. If requested by the Lender, the Purchaser shall enter into or cause to be
<br /> entered into,and maintained in full force and effect during the term of this Agreement, manufacturer's or supplier's standard maintenance
<br /> contracts satisfactory to the Lender covering the Project and shall comply with all of its obligations thereunder. The Purchaser shall furnish
<br /> evidence upon Lender's request to the Lender of such signed maintenance contracts at or prior to the date of this Agreement and the payment
<br /> of all charges and premiums therefor. Substitute maintenance contracts may be used if necessary and if first approved by the Lender in
<br /> writing. Upon the early termination of this agreement pursuant to Section 3.2 or 11.2 hereof, the Purchaser shall, at its sole cost and
<br /> expense, surrender the Project to the Lender and return the Project to the Lender at a place designated by the Lender in the same condition
<br /> as originally received, ordinary wear and tear accepted, and in a condition which will permit the Lender to be eligible for such standard
<br /> maintenance contracts without incurring any expense to repair or rehabilitate the equipment.
<br /> • Section 5.2. Inspection. The Lender has the right on reasonable prior notice to the Purchaser to enter into and on the premises where
<br /> the Project is located to inspect the Project and observe its use during normal business hours.
<br /> Section 5.3. Utilities. The Purchaser shall pay all charges for gas, water, steam, electricity,light,heat or power, telephone or other
<br /> utility service furnished to or used on or in connection with the Project. There shall be no abatement of the Installment Payments on account
<br /> of interruption of any such services.
<br /> Section 5.4. Taxes. The Purchaser agrees to pay when due any and all taxes relating to the Project and the Purchaser's obligations
<br /> hereunder including, but not limited to, all license or registration fees, gross receipt tax, sales and use tax, if applicable, license fees,
<br /> documentary stamp taxes, rental taxes, assessments, charges, ad valorem taxes, excise taxes, and all other taxes and charges imposed on
<br /> the ownership, possession or use of the Project by any governmental body or agency, together with any interest and penalties,other than
<br /> taxes on or measured by the net income of the Lender.
<br /> Section 5.5. Alterations. Without the prior written consent of the Lender, which consent shall not be unreasonably withheld, the
<br /> Purchaser shall not make any alterations,modifications or attachments to the Project which cannot be removed without materially damaging
<br /> the functional capabilities or economic value of the Project. Upon the return of the Project to the Lender upon the termination of this
<br /> Agreement as described in Section 11.2 hereof and at the Lender's request, the Purchaser at its sole cost and expense will remove all
<br /> alterations, additions and attachments and repair the Project as necessary to return the Project to the condition in which it was furnished,
<br /> ordinary wear and tear excepted.
<br /> Section 5.6. Transportation and Installation Charges. To the extent the money advanced as the Purchase Price
<br /> therefor, the Purchaser shall be responsible for all charges relating to the transportation of the Project to the PureiralliMM
<br /> installation at such location. The Lender may at its option either prepay such charges and invoice the Purchaser or
<br /> Purchaser as they are received and the Purchaser shall remit payment within ten(10)calendar days.
<br /> Section 5.7. Insurance. The Purchaser shall maintain at its sole cost and expense insurance on the Project coverm �rs' `
<br /> in such amounts and with such deductibles as are described in Schedule 5.7 attached hereto, with such insurance companies as chap be
<br /> satisfactory to the Lender. All insurance for loss or damage shall name the Lender as an additional insured and shall provide that losses,
<br /> if any, shall be payable to the Purchaser and the Lender, as their interests may appear. Evidence of all required liability insurance shall be
<br /> provided to the Lender. The Purchaser shall pay the premiums therefor and deliver to the Lender the policies of insurance or duplicates
<br /> thereof or other evidence satisfactory to the Lender of such insurance coverage. Each insurer shall also agree by endorsement upon the
<br /> policy or policies issued by it that: (a)it will give thirty(30)days prior written notice to the Lender of cancellation,non-renewal or material
<br /> modification of such policy and ten(10)days prior written notice for non-payment of premium; and (b) the coverage of the Lender shall
<br /> not be terminated, reduced or affected in any manner regardless of any breach or violation by the Purchaser of any warranties, declarations
<br /> or conditions of such insurance policy or policies. The Net Proceeds of such insurance, at the option of the Purchaser, shall be applied:
<br /> (a) toward the replacement, restoration or repair of the Project,or(b)toward the prepayment of the obligations of the Purchaser hereunder,
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