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ing in the Agreement shall be revised accordingly as specified by Lessor. Upon termination as described in ciause(b)of this paregraph,arry amount remaining in the
<br /> Acquisition Fund shall immediatety be paid to Lessor or to any assignees or subassignees of Lessor's interest in this Escrow Agreement.
<br /> 9. Escrow Agent may at any time resign by giving at least 30 days written notice to Lessee and Lessor,but such resignation shali not take effect until the appointment of a suc-
<br /> cessor Escrow Agent. The substitution of another bank or hust company to act as Escrow Agent under this Escrovu Agreement may occur by written agreement of Lessor
<br /> and Lessee. In addition,Escrow Agent rnay be removed at arry time,witli or vaithout cause,by an insWment in writing executed by Lessor and Lessee. In the event of any
<br /> resignation or removal of Escrow Agent,a successor Escrow Agent shail be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow
<br /> Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor,Lessee and the predecessor Escrow Agent Thereupon such suc-
<br /> cessor Escrow Agent shall,without any further act or deed,be fully vested with ali me Vusts,powers,rights,duties and obligations of Escrow Agent under this Escrow
<br /> Agreement and the predecessor Escrow Agent shall deliver all rrroneys and securities heid by it under this Escrow Agreement to such successor Escrow Agent
<br /> 10. Escrow Agent incurs no liability to make any disbursements pursuant to the Escrow Agreement except from funds held in the Acquisition Fund.Escrow Agent makes
<br /> no representations or warranties as to the title to any Equipment listed in the Agreement or as to the performance of any obligations of Lessor or Lessee.Escrow
<br /> Agent may consuit legal counsel in the event of any dispute or question as to the construction of any provisions hereof or its duties hereunder,and it shall incur no
<br /> liability and shail be fully protected in acting in accordance with the opinion or instructions oi such counsel. Lessee agrees to indemnify Escrow Agent for,and to
<br /> hold it harmless against,any loss,liability or expense incurred in Connection herewith without gross negligence or witlful misconduct on the part of Escrow Agent,
<br /> including withaut limitation legal or other fees arising out of or in connection with its entering into this Escrow Agreement and carrying out its duties hereunder,
<br /> including without limitation the costs and expenses of defending itseif against any claim of liabiliiy in the premises or any action for interpleader. Escrov�Agent
<br /> shali be under no obligation to institute or defend any action,suit,or legai proceeding in connection herewith,unless first indemnified and heid harmiess to its sat-
<br /> isfaction in accordance with the foregoing,except that Escrow Agent shall not be indemnified against any loss,liabifity or expense arising out of its own gross neg-
<br /> ligence or willful misconduct. Such indemnity shall surv"we the termination or discharge of this Escrow Agreement or resignation ot Escrow Agent
<br /> 11. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State in which Escrow Agent is located.
<br /> 12. This Esc�ow Agreement shall be governed by and consVued in accordance with the laws of the State in which the Escrow Agent is located.
<br /> 13. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or ren-
<br /> der unenforceable any other provision hereof.
<br /> 14. This Escrow Agreement may be executed in several coonterparts,each of which so executed shall be an original.Copies,telecopies.facsimiles,electronic files and other
<br /> reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes,including the flfing of any
<br /> claim,action or suit in the appropriate court of law.
<br /> 15. Escrow Agent shall be enfitled to fees and expenses for its regular senrices as Escrow Agent as agreed to in writing with the[LessodLesseej. Escrow Agent is entitled to
<br /> fees for exiraordinary services and reimbursement of any out-of-podcet and extraordinary costs and expenses,including,but not limited to,attorneys'fees. Escrow Agent
<br /> shall have a first lien upon the Acquisitlon Fund for the purpose of paying fts fees and expenses. All of Escrow Agent's compensation,cosis and expenses shall be paid by
<br /> [Lessee/Lessor].
<br /> 16. The parties hereto agree that,for tax reporting purposes,all interest or other income,'rf any,attributable to ihe funds held by Escrow Agent pursuant to this Escrow Agreement
<br /> shall be allocable to Lessee. lessor and Lessee agree to provide Escrow Agent completed Forms W-9 and other forms and documents that Escrow Agent may reasonably
<br /> request(collectively,"Tax Reporting Documentation")at the time of execution of this Escrow Agreement and any information reasonably requested by Escrow Agent to com-
<br /> py with the USA PaViot Act of 2001,as amended from time to time. Additionally,the parties shall complete the Incumbency Cert'rficate attached to this Escrow Agreement
<br /> and provide it to Escrow Agent upon the execution of this Esc�ow Agreement The parties hereto understand that if such Tax Reporting Documentation is not so certified to
<br /> Escrow Agent,Escrow Agent may be required by the Intemal Revenue Code,as ft may be amended from time to time,to withhald a portion of any interest or other income
<br /> earned on the investment of monies or other property held by Escrow Agent pursuant to this Escrow Agreement.
<br /> 28,�IN WITNESS WHEREOF,Lessor,Lessee and Escrow Agent have pused this Escrow Agreement to be executed by thei�duly authorized represenTatives,all as of the
<br /> day of S�l� ,201�.
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<br /> Lessor DE LAGE LANDEN PUBLIC FINANCE LLC
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<br /> Lessee CITY OF DECATU ,ILLI
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<br /> Paqe 2 ot 2 �2U72 All RipMs Rescrved.Printetl in the U.S.A 12PF�OC218 10l12
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