SUNTRUST EQUIPMENT FINANCE & LEASING CORP.

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Section 23. Disbursements. Lessee shall use the moneys in the Equipment Acquisition Fund solely to pay the Acquisition Cost of each item of Equipment subject to the Lease. Upon receipt by Lessor of a properly completed Payment Request Fomr, including all supporting documentation as set forth in the Master Lease, Lessor will review and confimr in writing to the Lessee, via facsimile, that the Payment Request Form is incompliance with the temrs and conditions set forth in the Master Lease. Upon receipt of said confirmation from Lessor, Lessee shall disburse an amount equal to the Acquisition Cost as shown therein and pay same directly to the person or entity entitled to payment as specified therein. Lessee shall, within twenty four (24) hours after any distribution of funds from the Equipment Acquisition Fund provide Lessor with documentation satisfactory to Lessor of said disbursement. NOTWITHSTANDING ANY PROVISION CONTAEVED IN THIS ESCROW AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES TO THE CONTRARY, LESSEE SHALL NOT DISBURSE ANY FUNDS FROM THE EQUIPMENT ACQUSITION FUND WITHOUT PRIOR RECEIPT OF A CONFBtMED PAYMENT REQUEST FORM FROM THE LESSOR AUTHORIZING SUCH DISBURSMENT. Section 2.4. Transfers Unon Comaletion. Unless all of the funds deposited by Lessor in the Equipment Acquisition Fund have been previously disbursed pursuant to Section 2.3 or paid to Lessor pursuant to Secfion 2.5, on June 3Q 2010, Lessee shall pay all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 2.4 shall be subject to a prepayment fee equal to two percent (2%) of such amount. Lessor shall apply amounts received under this Section 2.4 first to unpaid fees, late chazges and collection costs, if any, which have accmed or been incurred under the Master Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 2.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Section 2.5. Liquidation. Upon receipt of written notice from Lessor or Lessee that the Lease has been temilnated pursuant to Sections 3.2 or 12.2 thereof, Lessee shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof and all other moneys held in the Equipment Acquisition Fund to Lessor. Section 2.6. Resaonsible Partv. The Lessee shall be responsible for the initiation of the disbursement process pursuant to Secfion 2.3 hereof. Lessor shall not be responsible for any additional monies assessed to Lessee resulting from disbursements made from the Equipment Acquisition Fund. ARTICLE III. TRUST; INVESTMENT SeMion 3.1. Irrevocable Trust. The moneys and investments held by Lessee under this Escrow Agreement aze irrevocably held in trust for the benefit of Lessor and Lessee, and such moneys, together with any income or interest earned, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessor or Lessee (other than Lessor's security interest granted hereunder). Section 3.2. Investment. Moneys held in Equipment Acquisition Fund hereunder shall be invested and reinvested by Lessee only in Qualified Investments. Such investments shall be registered in the name of Lessee and held by the Escrow Bank for the benefit of Lessor and Lessee. Lessee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article. Such investments and re-investments shall be made giving full consideration for the time at which funds aze required to be available. Any income received on such investments shall be credited to the Equipment Acquisition Fund. Lessor shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with this Article. Section 3.4. Accounting. Lessee shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement which shall be available for inspection by Lessor, or its agent, at any time during regulaz business hours upon prior written request. Lessee shall furnish to Lessor no less than quarterly an accounting of all invesmrents and interest and income therefrom. Secfion 3.5. Termination. This Escrow Agreement shall temrurate upon disbursement by Lessee of al] moneys held by it hereunder. ARTICLE IV. ADMINISTRATIVE PROVISIONS. Section 4.1. Notice. All written notices to be given under this Escrow Agreement shall be given pursuant to the Master Lease Section 4.2. Assignment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this Escrow Agreement shall not be assignable to any person or entity without the written consent of the other party. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in connection with an assignment by Lessor of its rights under the Lease. Section 43. Binding Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom Lessor has assigned its right to receive Rental Payments under the Lease. Section 4.4. Severability. 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 render unenforceable any other provision hereof. Section 4.5. Entire Agreement; Amendments. This Escrow Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representarions, express or implied. This Escrow Agreement may be amended or modified only by written documents duly authorized, executed and delivered by each of the parties hereto. z3 3/1&2008:NSQ-ESC.DOGrev.OV05 n~