Unassociated Document


    


    EXHIBIT
      10.1

     

    FORM
      OF
ESCROW
      AGREEMENT 

     

    This
      Escrow Agreement is dated and effective as of the ___ day of ___, 200_ and
      is
      made by and among ICON Securities Corp. (the “Dealer-Manager”), ICON Equipment
      and Corporate Infrastructure Fund Fourteen, L.P., a Delaware limited partnership
      (the “Partnership”), ICON GP 14, LLC, a Delaware limited liability company and
      the general partner of the Partnership (the “General Partner”) and Deutsche Bank
      Trust Company Americas, a New York Banking Corporation and a wholly-owned
      subsidiary of Deutsche Bank AG (the “Escrow Agent”). 

     

    RECITALS 

     

    A. The
      Partnership proposes to offer and sell up to 400,000 limited partnership
      interests (the “Interests”) to investors at $1,000 per Interest pursuant to a
      registration statement (the “Registration Statement”) filed with, and declared
      effective by, the United States Securities and Exchange Commission (the “SEC”).


     

    B. The
      Partnership has agreed that the subscription price paid in cash by subscribers
      will be refunded to subscribers if less than 1,200 Interests (the “Minimum
      Offering”) have been sold and payment therefor received by the earlier to occur
      of the date which is (1) the first anniversary of the date on which the
      Offering Period (as defined in the Registration Statement) commenced or (2)
      any
      earlier date on which the General Partner may elect to terminate the Offering
      (as defined in Partnership’s Prospectus) (such date shall be referred to herein
      as the “Escrow Termination Date”). 

     

    C. The
      Partnership desires to establish an escrow account (the “Escrow Account”) with
      Escrow Agent for subscription payments pending receipt of aggregate
      subscriptions for not less than One Thousand Two Hundred (1,200) Interests
      ($1,200,000 of subscriptions) (the time at which the escrow established by
      this
      Agreement as to subscriptions from residents of all States other than
      Pennsylvania may be released) or Twenty Thousand (20,000) Interests ($20,000,000
      of subscriptions) have been received (the time at which the escrow established
      by this Agreement as to subscriptions from residents of all States, including
      Pennsylvania may be released). 

     

    D. The
      Escrow Agent is willing to serve as Escrow Agent upon the terms and conditions
      hereinafter set forth. 

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and other good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged by the parties, the
      parties covenant and agree as follows: 

     

    1. Deposit
      with Escrow Agent. The Escrow Agent agrees that it will, from time to time,
      accept subscription payments for Interests (the “Escrow Deposit”) received by it
      from the General Partner or the Dealer-Manager. Until such time as (1) at
      least 1,200 Is have been sold, all checks for such subscription payments
      received from all subscribers shall be made payable to “DBTCA
      as
      Escrow Agent for ICON Fund 14”
and
      (2) at least 20,000 Interests have been sold, all checks for subscription
      payments from residents of the Commonwealth of Pennsylvania shall be made
      payable to “DBTCA as Escrow Agent for ICON Fund 14”. Subscription Agreements for
      the Interests received by the General Partner shall be reviewed for accuracy
      by
      the General Partner and, immediately thereafter, the General Partner shall
      deliver to Escrow Agent information describing the name, address and Federal
      Tax
      Identification Number of the subscriber. 

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    2. Investment
      of the Escrow Deposit. 

     

    2.1
      The
      Escrow Agent shall, upon receipt of the checks remitted to it, deposit all
      of
      the Escrow Deposit in the Escrow Account. The Escrow Account shall be invested
      in (a) such obligations issued or guaranteed by the United States
      Government or any agency thereof, (b) such bank accounts, (c) such
      short-term certificates of deposit issued by a bank, or (d) such bank
      money-market accounts, as shall be designated in writing from time to time
      by
      the Partnership, such writing to specify the particular investment. Periodic
      statements will be provided to the Dealer-Manager and the Partnership reflecting
      transactions executed on behalf of the Escrow Account. The Dealer-Manager and
      the Partnership will receive a monthly statement of transaction details upon
      completion of any securities transaction in the Escrow Account without any
      additional cost.

     

    2.2
      The
      Escrow Agent shall have no obligation to invest or reinvest the Escrow Deposit
      if deposited with the Escrow Agent after noon (E.S.T./E.D.T.) on such day of
      deposit. Instructions received after noon (E.S.T./E.D.T.) will be treated as
      if
      received on the following business day. The Escrow Agent shall have no
      responsibility for any investment losses resulting for the investment,
      reinvestment or liquidation of the Escrow Deposit. Any interest or other income
      receive don such investment and reinvestment of the Escrow Deposit shall become
      part of the aggregate Escrow Deposit and any losses incurred on such investment
      and reinvestment of the Escrow Deposit shall be debited against the Escrow
      Deposit. If a selection is not made and a written direction is not given to
      the
      Escrow Agent, the Escrow Deposit shall remain uninvested with no liability
      for
      interest thereon. It is agreed and understood that the entity serving as the
      Escrow Agent may earn fees associated with the investments outlined above in
      accordance with the terms of such investments. Notwithstanding the foregoing,
      the Escrow Agent shall have the power to sell or liquidate the foregoing
      investments whenever the Escrow Agent shall be required to release all or any
      portion of the Escrow Deposit pursuant to Section 3 hereof. In no event shall
      the Escrow Agent be deemed an investment manager or adviser in respect of any
      selection of investments hereunder. It is understood and agreed that the Escrow
      Agent or its affiliates are permitted to receive additional compensation that
      could be deemed to be in the Escrow Agent’s economic self-interest for (i)
      serving as investment adviser, administrator, shareholder servicing agent,
      custodian or sub-custodian with respect to certain of the investments, (ii)
      using affiliates to effect transactions in certain investments and (iii)
      effecting transactions in investments.

     

    3. Distribution
      of the Escrow Deposit.
      The
      Escrow Agent shall distribute the Escrow Deposit as set forth in this
      Section 3, and the Escrow Agent’s obligations (other than those of
      Sections 3.3 and 5 hereof which, by their nature, must survive this
      Agreement) shall terminate upon such distributions, and the Escrow Agent shall
      be irrevocably released and discharged from any and all further responsibility
      or liability with respect to this Agreement. 

     

    3.1(a)
      At
      any time following sale of at least 1,200 Interests (exclusive
      of
      subscriptions from residents of the Commonwealth of Pennsylvania), the General
      Partner shall (1) certify (in the form of Schedule A attached hereto) that
      the sale of such Interests has satisfied the Minimum Offering required for
      the
      Partnership to break escrow as to the subscription payments of residents of
      states other than the Commonwealth of Pennsylvania and (2) stipulate the
      date on which the Initial Closing Date and the release of the Escrow Deposit
      with respect to such investors and all related earnings thereon to 

     

    


    
      
        
          
          

        

        
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    the
      Partnership shall occur. Upon collection by the Escrow Agent of good funds
      for
      such subscription payments, the Escrow Agent shall make such distributions
      on
      the Initial Closing Date. Certification by an officer of the General Partner
      as
      provided in Schedule D hereto shall constitute sufficient evidence for the
      purposes of this Section 3.1(a) that such events have occurred.


     

    (b) At
      any time following sale of at least 20,000 Interests (inclusive of subscriptions
      by residents of all States including
      subscriptions from residents of the Commonwealth of Pennsylvania), the General
      Partner shall (a) certify (in the form of Schedule B attached hereto) that
      the sale of such Interests has satisfied the Minimum Offering required for
      the
      Partnership to break escrow as to all subscription payments (including those
      from residents of the Commonwealth of Pennsylvania) and (b) stipulate the
      date on which the next Closing Date of the Partnership and the release of the
      Escrow Deposit then being held on behalf of all investors and all related
      earnings thereon (including, without limitation, residents of the Commonwealth
      of Pennsylvania) to the Partnership shall occur. Certification by an officer
      of
      the General Partner as provided in Schedule D hereto shall constitute sufficient
      evidence for the purposes of this Section 3.1 that such events have
      occurred. 

     

    3.2
      After
      satisfaction of the conditions of Section 3.1(a) above as to residents of
      all states other than residents of the Commonwealth of Pennsylvania, all checks
      received that are made payable to the Escrow Agent, shall, upon receipt by
      Escrow Agent, be endorsed (without recourse to Escrow Agent) for deposit into
      such accounts as directed by the Partnership. The Escrow Agent shall have no
      duty to solicit any payments which may be due it hereunder. After satisfaction
      of the conditions of Section 3.1(b) above as to residents of all states
      including residents of the Commonwealth of Pennsylvania, all checks received
      that are made payable to the Escrow Agent, shall, upon receipt by Escrow Agent,
      be endorsed (without recourse to Escrow Agent) for deposit into such accounts
      as
      directed by the Partnership. 

     

    3.3
      If
      any Escrow Deposit does not become deliverable to the Partnership pursuant
      to
      Section 3.1 above on or prior to the Escrow Termination Date, the Escrow
      Agent shall return such Escrow Deposit to the applicable subscribers in an
      amount equal to the subscription amount theretofore paid by each of them
      together with interest earned thereon. In the event that (a) rescission of
      an individual subscription is required to be offered to a subscriber under
      provisions of applicable state law or (b) a subscription for a resident of
      a state may only be held in escrow for a shorter period of time than provided
      in
      the preceding sentence under provisions of applicable state law, then the Escrow
      Agent shall promptly, following receipt of such subscriber’s duly executed
      request for rescission (in the case of rescission) or the General Partner’s
      direction to release such subscription (in the case of expiration of an
      applicable state statutory maximum escrow period), return such subscriber’s
      Escrow Deposit to him in an amount equal to the subscription amount theretofore
      paid by him together with interest earned thereon. For purposes of the preceding
      sentence, rescission must be offered to each Pennsylvania subscriber for whom
      an
      Escrow Deposit is held by the Escrow Agent at the end of the 120-day period
      which began with the Escrow Agent’s receipt of his or her subscription payment.
      If such rescission offer is not accepted, such Escrow Deposit may continue
      to be
      held for one or more successive 120-day periods at the end of each of which
      rescission must again be offered to each such subscriber. 

     

    


    
      
        
          
          

        

        
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    In
      no
      event shall any Escrow Deposit be held in escrow for more than one year before
      either being (a) released to the Partnership (upon a closing pursuant to
      Section 3.1 and 3.2) or (b) returned to the applicable subscriber (in
      the event such Escrow Deposit shall be returned to the applicable subscriber
      for
      whom it is being held pursuant to Section 3.3). The Escrow Agent will not
      be required to communicate with any subscriber(s). All inquiries on behalf
      of
      the subscriber(s) shall be coordinated through the Partnership. 

     

    4. Distribution
      of Interest.
      If the
      Escrow Deposit become deliverable to the Partnership pursuant to
      Section 3.1 or to the subscribers pursuant to Section 3.3 above, the
      General Partner shall compute the pro rata share of the investment earnings
      of
      each Escrow Deposit for the distribution in accordance with such computations.
      Each subscriber’s pro rata share of investment earnings shall be computed as
      follows: 

     

    
      	
              Investment
                Earnings multiplied by

            	
                   

            	
               (individual
                subscription amount multiplied by the number of days held) 

            
	
               

            	
               (total
                subscription amount multiplied by the number of days
                held)

            


    

    Such
      pro
      rata share of investment earnings shall be distributed to each subscriber by
      the
      Partnership upon admission of the subscriber as a member of the Partnership
      or
      upon return of his/her subscription amounts. 

     

    5. Duties
      and Liability of Escrow Agent. 

     

    5.1
      The
      General Partner and the Partnership each represent that its correct Taxpayer
      Identification Number (“TIN”) assigned by the Internal Revenue Service or any
      other taxing authority is set forth in Schedule C. Upon execution of this
      Agreement, each party shall provide the Escrow Agent with a fully executed
      Internal Revenue Service Form W-8 or W-9. Any interest or other income earned
      under the Escrow Account shall be allocated and paid as provided herein and
      reported by the recipient to the Internal Revenue Service as having been so
      allocated and paid. Notwithstanding such written directions, the Escrow Agent
      shall report and, if required, withhold any taxes as it determines may be
      required by any law or regulation in effect at the time of the distribution.
      In
      the absence of timely direction, all proceeds of the Escrow Account shall be
      retained in the Escrow Account and reinvested from time to time by the Escrow
      Agent as provided in Section 3. In the event that any earnings remain
      undistributed at the end of any calendar year, Escrow Agent shall report to
      the
      Internal Revenue Service or such other authority such earnings as it deems
      appropriate or as required by any applicable law or regulation or, to the extent
      consistent therewith, as directed in writing by the General Partner and the
      Partnership. In addition, Escrow Agent shall withhold any taxes it deems
      appropriate and shall remit such taxes to the appropriate authorities.


     

    5.2
      The
      Escrow Agent shall have the right to liquidate any investments held in the
      Escrow Account in order to provide funds necessary to make required payments
      under this Agreement. The Escrow Agent, in its capacity as escrow agent
      hereunder, shall not have any liability for any loss sustained as a result
      of
      any investment made pursuant to the Instructions of the parties hereto or as
      a
      result of any liquidation of any investment 

     

    


    
      
        
          
          

        

        
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    prior
      to
      its maturity or for the failure of the parties to give the Escrow Agent
      instructions to invest or reinvest the Escrow Account or any earnings thereon.
      Any such investment of the Escrow Account shall be made in compliance with
      Rule
      15c2-4 of the Securities Exchange Act of 1934, as amended. 

     

    5.3
      Any
      corporation into which the Escrow Agent in its individual capacity may be merged
      or converted or with which it may be consolidated, or any corporation resulting
      from any merger, conversion or consolidation to which the Escrow Agent in its
      individual capacity shall be a party, or any corporation to which substantially
      all the corporate trust business of the Escrow Agent in its individual capacity
      may be transferred, shall be the Escrow Agent under this Agreement without
      further act of the parties hereto. 

     

    5.4
      Notwithstanding anything in this Agreement to the contrary, in no event shall
      the Escrow Agent be liable for special, indirect or consequential losses or
      damages of any kind whatsoever (including, but not limited to, lost
      profits),except for any losses or damages caused by the gross negligence or
      willful misconduct of the Escrow Agent. 

     

    5.5
      The
      duties and obligations of the Escrow Agent shall be determined solely by the
      express provisions of this Agreement and shall be limited to the performance
      of
      such duties and obligations as are specifically set forth herein. 

     

    5.6
      In
      performing any of its duties under this Agreement, or upon the claimed failure
      to perform its duties hereunder, Escrow Agent shall not be liable to anyone
      for
      any damages, losses or expenses which it may incur as a result of the Escrow
      Agent so acting, or failing to act; provided, however, that the Escrow Agent
      shall be liable for damages arising out of its willful misconduct or gross
      negligence under this Agreement, as determined by a court of competent
      jurisdiction. Accordingly, Escrow Agent shall not incur any such liability
      with
      respect to (i) any action taken or omitted to be taken in good faith upon
      advice of its counsel or counsel for the Partnership given with respect to
      any
      questions relating to the duties and responsibilities of the Escrow Agent
      hereunder or (ii) any action taken or omitted to be taken in reliance upon
      any document, including any written notice or instructions provided for in
      this
      Agreement, not only as to its due execution and to the validity and
      effectiveness of its provisions but also as to the truth and accuracy of any
      information contained therein, which the Escrow Agent shall in good faith
      believe to be genuine, to have been signed or presented by proper person or
      persons and to conform with the provision of this Agreement. The Escrow Agent
      may execute any of its powers and perform any of its duties hereunder directly
      or through agents or attorneys (and shall be liable only for the careful
      selection of any such agent or attorney) and may consult with such counsel,
      accountants and other skilled persons to be selected and retained by it. The
      Escrow Agent shall not be liable for anything done, suffered or omitted in
      good
      faith by it in accordance with the advice or opinion of any such counsel,
      accountants or other skilled persons. 

     

    5.7
      Each
      of the Partnership, the General Partner and Dealer-Manager hereby respectively
      agree to indemnify and hold harmless the Escrow Agent, and its directors,
      officers, agents and employees (the “indemnitees”), against any and all losses,
      claims, damages, liabilities and expenses, including, without limitation,
      reasonable costs of investigation and counsel fees and disbursement which may
      be
      incurred by it resulting from any act or omission of the Partnership, the
      General Partner or the Dealer-Manager; except, that if Escrow Agent shall be
      found guilty of willful misconduct or gross negligence under this Agreement
      by
      any court of competent jurisdiction, then, in that 

     

    


    
      
        
          
          

        

        
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    event,
      Escrow Agent shall bear all such losses, claims, damages and expenses. The
      indemnity provided by this Section 5.7 shall survive the termination of
      this Agreement. 

     

    5.8
      In
      the event that the Escrow Agent shall be uncertain as to its duties or rights
      hereunder or shall receive instructions, claims or demands from any party hereto
      which, in its opinion, conflict with any of the provisions of this Agreement,
      it
      shall be entitled to refrain from taking any action and its sole obligation
      shall be to keep safely all property held in escrow until it shall be directed
      otherwise in writing by all of the other parties hereto or by a final order
      or
      judgment of a court of competent jurisdiction. 

     

    5.9
      All
      fund transfer instructions must be given in writing, whether by facsimile,
      PDF
      or otherwise, and the Escrow Agent is authorized to seek confirmation of such
      instruction by the person or persons whose specimen signature is designated
      on
      Schedule D hereto. 

     

    5.10
      It
      is understood that the Escrow Agent and the beneficiary’s bank in any funds
      transfer may rely solely upon any account numbers or similar identifying number
      provided by either of the parties hereto to identify (a) the beneficiary,
      (b) the beneficiary’s bank, or (c) an intermediary bank. The Escrow
      Agent may apply any Escrow Deposit for any payment order it executes using
      any
      such identifying number, even where its use may result in a person other than
      the beneficiary being paid, or the transfer of funds to a bank other than the
      beneficiary’s bank, or an intermediary bank designated. 

     

    6. Uncollectible
      Checks.
      If any
      checks or other instruments deposited in the Escrow Account prove uncollectible,
      the Partnership shall promptly reimburse the Escrow Agent therefor upon request
      and the Escrow Agent shall deliver the returned checks or other instruments
      to
      the Partnership. 

     

    7. Notices.
      All
      notices, requests, demands and other communication or deliveries required or
      permitted to be given hereunder shall be in writing and shall be deemed to
      have
      been duly given if delivered personally, deposited with a guaranteed overnight
      delivery service such as Fedex or deposited for mailing, first class, postage
      prepaid, registered or certified mail, as follows: 

     

    
      	
               

            	
               

            	
               

            
	
              If
                to the subscribers for Interests: 

            	
               

            	
              To
                their respective addresses

            
	
               
                

            	
               

            	
              as
                specified in their Subscription Agreements.

            
	
               

            	
               

            	
               

            
	
              If
                to the Partnership or the General Partner: 

            	
               

            	
              ICON
                Equipment and Corporate Infrastructure Fund Fourteen,
                L.P.,

            
	
               
                

            	
               

            	
              a
                Delaware limited partnership

            
	
               
                

            	
               

            	
              c/o
                ICON GP 14, LLC, its General Partner

            
	
               
                

            	
               

            	
              100
                5th
                Avenue
                - 4th Floor

            
	
               
                

            	
               

            	
              New
                York, NY 10011

            
	
               
                

            	
               

            	
              Attention:
                Chief Executive Officer

            
	
               

            	
               

            	
               

            


    

    


    
      
        
          
          

        

        
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              If
                to the Dealer-Manager: 

            	
               

            	
              ICON
                Securities Corp.

            
	
               
                

            	
               

            	
              100
                5th
                Avenue
                - 4th
                Floor

            
	
               
                

            	
               

            	
              New
                York, NY 10011

            
	
               
                

            	
               

            	
              Attention:
                President

            
	
               

            	
               

            	
               

            
	
              If
                to the Escrow Agent: 

            	
               

            	
              Deutsche
                Bank Trust Company Americas

            
	
               
                

            	
               

            	
              60
                Wall Street - 27th
                Floor

            
	
               
                

            	
               

            	
              New
                York, NY 10005

            
	 	 	
              Attention:
                Manager, Escrow Team

            


    

    


     

    8. Resignation
      or Removal of Escrow Agent.
      The
      Escrow Agent, or any successor to it hereafter appointed, may at any time resign
      and be discharged from the duties and obligations created by this Agreement
      by
      giving at least thirty (30) days prior written notice to the Partnership
      and the General Partner and accounting in full for all sums delivered to, and
      held by, it and all earnings thereon while Escrow Agent hereunder to the
      Partnership, the General Partner and any successor Escrow Agent. The Escrow
      Agent may be removed at any time upon sixty (60) days prior written notice
      by any instrument purportedly signed by an authorized representative of the
      Partnership and the General Partner. Any successor Escrow Agent shall deliver
      to
      the Escrow Agent, the Partnership and the General Partner a written instrument
      accepting such appointment hereunder and shall accept delivery of the Escrow
      Account to hold and distribute same in accordance with the terms of this
      Agreement. If no successor Escrow Agent shall have been appointed within thirty
      (30) days after the Partnership and the General Partner receive notice of
      the Escrow Agent’s intention to resign or within sixty (60) days of the
      Escrow Agent’s receipt of notice of its removal, the Escrow Agent shall deliver
      all amounts deposited with it in the Escrow Account and all earnings thereon
      to
      a national bank with a net worth of not less than $100,000,000 designated by
      the
      Escrow Agent which has agreed in writing to accept such monies and to act as
      substitute Escrow Agent in compliance with the terms of this Agreement. Upon
      such delivery and acceptance, the Escrow Agent shall be discharged from any
      future obligations under this Agreement. 

     

    9. General.
      

     

    9.1
      This
      Escrow Agreement shall be governed by and be construed and enforced in
      accordance with the laws of the State of New York, exclusive of conflicts of
      laws provisions thereunder. The parties hereto consent to the jurisdiction
      of
      all courts of the State of New York and the venue of the courts located in
      the
      county in which the Escrow Agent is located to resolve all disputes pertaining
      to this Agreement and any ancillary agreements entered into in furtherance
      of
      the purposes hereof and agree that such jurisdiction shall be exclusive. Each
      party hereto irrevocably waives any objection on the grounds of venue, forum
      non-conveniens or any similar grounds and irrevocably consents to service of
      process by mail or in any other manner permitted by applicable law and consents
      to the jurisdiction of the courts located in the State of New York. The parties
      further hereby waive any right to a trial by jury with respect to any lawsuit
      or
      judicial proceeding arising or relating to this Escrow Agreement. No party
      to
      this Escrow Agreement is liable to any other party for losses due to, or if
      it
      is unable to perform its obligations under the terms of this Escrow Agreement
      because of, acts of God, fire, 

     

    


    
      
        
          
          

        

        
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    floods,
      strikes, equipment or transmission failure, or other causes reasonably beyond
      its control. 

     

    9.2
      The
      section headings contained herein are for reference purposes only and shall
      not
      in any way affect the meaning or interpretation of this Agreement. 

     

    9.3
      This
      Agreement sets forth the entire agreement and understanding of the parties
      in
      respect to this Agreement and supersedes all prior agreements, arrangements
      and
      understandings relating to the subject matter hereof. 

     

    9.4
      This
      Agreement may be amended, modified, superseded or canceled, and any of the
      terms
      or conditions hereof may be waived, only by a written instrument executed by
      each party hereto or, in the case of a waiver, by the party waiving compliance.
      The failure of any party at any time or times to require performance of any
      provision hereof shall in no manner affect the right at a later time to enforce
      the same. No waiver of any party of any condition, or of the breach of any
      term
      contained in this Agreement, whether by conduct or otherwise, in any one or
      more
      instances shall be deemed to be construed as a further or continuing waiver
      of
      any such condition or breach or a waiver of any other condition or of the breach
      of any other terms of this Agreement. 

     

    9.5
      This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument. All signatures of the parties to this Agreement
      may
      be transmitted by facsimile, and such facsimile will, for all purposes, be
      deemed to be the original signature of such party whose signature it reproduces,
      and will be binding upon such party. 

     

    9.6
      This
      Agreement shall inure to the benefit of the parties hereto and their respective
      successors and assigns. 

     

    9.7
      The
      Escrow Agent shall have the right to withhold an amount equal to the amount
      due
      and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent
      shall reasonably believe may be incurred by the Escrow Agent in connection
      with
      the termination of this Agreement. 

     

    9.8
      For
      purposes of sending and receiving instructions or directions hereunder, all
      such
      instructions or directions shall be, and the Escrow Agent may conclusively
      rely
      upon such instructions or directions, delivered and executed by representatives
      of the Partnership and the General Partner designated on Schedule D attached
      hereto and made a part hereof (each such representative, an “Authorized
      Person”), which such designation shall include specimen signatures of such
      representatives, as such Schedule D may be updated from time to
      time.

     

    9.9
      The
      Partnership, the General Partner, and the Dealer-Manager each hereby agree
      and
      acknowledge that in accordance with Section 326 of the USA Patriot Act the
      Escrow Agent, like all financial institutions and in order to fight the funding
      of terrorism and money laundering, is required to obtain, verify, and record
      information that identifies each person or legal entity that establishes a
      relationship or opens an account with the Escrow Agent. The Partnership, the
      General Partner, and the Dealer-Manager each agrees that it will provide the
      Escrow Agent with such information as it may request in order for the Escrow
      Agent to satisfy the requirements of the USA Patriot Act.

     

    10. Representation
      of the Partnership.
      The
      Partnership hereby acknowledges that the status of the Escrow Agent with respect
      to the offering of the Interests is that of agent only for the limited purposes
      herein set forth, and hereby agrees it will not represent or 

     

    


    
      
        
          
          

        

        
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    imply
      that Escrow Agent, by serving as Escrow Agent hereunder or otherwise, has
      investigated the desirability or advisability of an investment in the Interests,
      or has approved, endorsed or passed upon the merits of the Interests or the
      Offering, nor shall the Partnership use the name of Escrow Agent in any manner
      whatsoever in connection with the offer or sale of the Interests, other than
      by
      acknowledgment that it has agreed to serve as Escrow Agent for the limited
      purposes herein set forth. 

     

    11. Fees.
      Upon
      execution of this Agreement, the Partnership will pay the Escrow Agent Fee’s
      outlined in Schedule E attached hereto. This section shall survive any
      termination of this Agreement.

     

    


     

    [Signatures
      on following page] 

     

    


     

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written. 

     

    


     

    ICON
      EQUIPMENT AND CORPORATE INFRASTRUCTURE FUND FOURTEEN, L.P.
a
      Delaware limited partnership 
By:
      ICON
      GP 14, LLC, its General Partner 

     

    
      	
               

            	
               

            	
               

            	
               

            	
               

            
	
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              ICON
                GP 14, LLC, as General Partner

            
	 	
               

            	
               

            
	
               

            	 	 	 	 
	
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    ICON
      SECURITIES CORP., as Dealer-Manager

     

    
      	
               

            	
               

            	
               

            	
               

            	
               

            
	
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              DEUTSCHE
                BANK TRUST COMPANY AMERICAS, as Escrow Agent 

            
	 	
               

            	
               

            
	
               

            	 	 	 	 
	
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              Name:

            	
               

            	
               

            
	
              Title:

            	
               

            	
               

            


    

    
      
        	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
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