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Transfer into Escrow of Funds and Bonds. Contemporaneously herewith, NatWest USA has provided to the Escrow Agent immediately available funds in the amount of the Bond Price, representing the sale price of the Bonds, and the Escrow Agent acknowledges receipt of said immediately available funds. The Escrow Agent hereby agrees to hold, invest, and disburse said funds and earnings thereon (herein called the “Escrow Fund”) in accordance with the provisions of this Agreement. Contemporaneously herewith Seller and the Subsidiaries have delivered to the Escrow Agent each Bond listed on [Exhibit A] hereto and the Escrow Agent acknowledges receipt of the Bonds (except for the last-mentioned Bond on [Exhibit A] hereto, which shall be delivered pursuant to [Section 2] of the Bond Purchase Agreement). The Escrow Agent agrees to hold and deliver the Bonds in accordance with the provisions of this Agreement.

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