Common use of Escrowed Documents Clause in Contracts

Escrowed Documents. On the date hereof, the Trust, the State and the Borrower have jointly delivered the following documents (together with the Borrower’s counsel opinions referred to in this Section 2, the “Escrowed Documents”) to the Escrow Agent in the respective forms described below: (a) a fully authorized, executed and attested loan agreement with respect to the Fund Loan by and between the State and the Borrower, which will be dated as of May 1, 2015 (the “Fund Loan Agreement”), which Fund Loan Agreement is true, accurate and complete in all respects, except for (1) Exhibit A-2 thereto with respect to the principal amount of and the semiannual principal repayment schedule for the Fund Loan to be made under the Fund Loan Agreement and (2) to the extent the Borrower requests and the State and the Trust consent to an adjustment to the principal amount of the Fund Loan prior to the bid blackout date, which is the date of Borrower’s escrow closing, then also except for the principal amount of the Fund Loan and the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust pursuant to Section 3 hereof); (b) a fully authorized, executed and attested bond of the Borrower to the State (the “Fund Loan Bond”), which will be dated the date of the Trust Loan Bond (as hereinafter defined), evidencing the Fund Loan to be made by the State to the Borrower under the Fund Loan Agreement, which Fund Loan Bond has been so authorized, executed and attested by the Borrower (but not delivered) pursuant to the Borrower’s Bond Resolution, and which Fund Loan Bond is true, accurate and complete in all respects except as to its date and if applicable in accordance with Section 2(a)(2) hereof, except as to its principal amount (which date and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust and placed on the Fund Loan Bond by a representative of the Borrower in the presence of the Escrow Agent and the State pursuant to Section 3 hereof); (c) a fully authorized, executed and attested loan agreement with respect to the Trust Loan by and between the Trust and the Borrower, which will be dated as of May 1, 2015, (the “Trust Loan Agreement”), which Trust Loan Agreement is true, accurate and complete in all respects, except for Exhibit A-2 thereto with respect to the principal amount of and the Trust Bond Loan Repayments (as defined in the Trust Loan Agreement) schedule for the Trust Loan to be made under said Trust Loan Agreement and if applicable in accordance with Section 2(a)(2) hereof, except as to the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 (including the Trust Loan principal amount) shall be provided to the Escrow Agent by the Trust pursuant to Section 3 hereof); and (d) a fully authorized, executed and attested bond of the Borrower to the Trust (the “Trust Loan Bond”), which will be dated the dated date of the Trust Bonds, evidencing the Trust Loan to be made by the Trust to the Borrower under the Trust Loan Agreement, which Trust Loan Bond has been so authorized, executed and attested by the Borrower (but not delivered) pursuant to the Borrower’s Bond Resolution, and which Trust Loan Bond is true, accurate and complete in all respects except as to its date, principal amount and Trust Bond Loan Repayments schedule (which date, amount and schedule shall be provided to the Escrow Agent by the Trust and placed on the Trust Loan Bond by a representative of the Borrower in the presence of the Escrow Agent and the Trust pursuant to Section 3 hereof). An opinion of each of the Borrower’s bond and general counsel, which opinions shall each be in substantially similar form to the opinions set forth in Exhibit A hereto, shall also be delivered on the date hereof to the Escrow Agent. In addition to the foregoing, the Borrower shall complete, execute and deliver to the Escrow Agent on the date hereof (1) a “Federal Funds Accountability and Transparency Act Form”, and (2) a “Clean Water Benefits Reporting Form” or “DWSRF Project and Benefits Reporting Form”, as applicable, each in the form included in Exhibit G to each of the trust Loan Agreement and the Fund Loan Agreement. The Escrow Agent shall hold the Escrowed Documents for release and delivery, or cancellation, pursuant to the terms and conditions of this Escrow Agreement.

Escrowed Documents. On the date hereof, the Trust, the State State, the Borrower and the Borrower Borrower’s Trustee have jointly delivered the following documents (together with the Borrower’s counsel opinions referred to in this Section 2, the “Escrowed Documents”) to the Escrow Agent in the respective forms described below: (a) a fully authorized, executed and attested loan agreement with respect to the Fund Loan by and between the State and the Borrower, which will be dated as of May 1, 2015 (the “Fund Loan Agreement”), which Fund Loan Agreement is true, accurate and complete in all respects, except for (1) Exhibit A-2 thereto with respect to the principal amount of and the semiannual principal repayment schedule for the Fund Loan to be made under the Fund Loan Agreement and (2) to the extent the Borrower requests and the State and the Trust consent to an adjustment to the principal amount of the Fund Loan prior to the bid blackout date, which is the date of Borrower’s escrow closing, then also except for the principal amount of the Fund Loan and the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust pursuant to Section 3 hereof); (b) a fully authorized, executed executed, attested and attested authenticated bond of the Borrower to the State (the “Fund Loan Bond”), which will be dated the date of the Trust Loan Bond (as hereinafter defined), evidencing the Fund Loan to be made by the State to the Borrower under the Fund Loan Agreement, which Fund Loan Bond has been so authorized, executed and attested by the Borrower and authenticated (but not delivered) by the Borrower’s Trustee pursuant to the provisions of the Borrower’s Bond Resolution, and which Fund Loan Bond is true, accurate and complete in all respects except as to its date and if applicable in accordance with Section 2(a)(2) hereof, except as to its principal amount (which date and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust and placed on the Fund Loan Bond by a representative representatives of the Borrower and the Borrower’s Trustee in the presence of the Escrow Agent and the State pursuant to Section 3 hereof); (c) a fully authorized, executed and attested loan agreement with respect to the Trust Loan by and between the Trust and the Borrower, which will be dated as of May 1, 2015, 2015 (the “Trust Loan Agreement”), which Trust Loan Agreement is true, accurate and complete in all respects, except for Exhibit A-2 thereto with respect to the principal amount of and the Trust Bond Loan Repayments (as defined in the Trust Loan Agreement) schedule for the Trust Loan to be made under said Trust Loan Agreement and if applicable in accordance with Section 2(a)(2) hereof, except as to the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 (including the Trust Loan principal amount) shall be provided to the Escrow Agent by the Trust pursuant to Section 3 hereof); and (d) a fully authorized, executed executed, attested and attested authenticated bond of the Borrower to the Trust (the “Trust Loan Bond”), which will be dated the dated date of the Trust Bonds, evidencing the Trust Loan to be made by the Trust to the Borrower under the Trust Loan Agreement, which Trust Loan Bond has been so authorized, executed and attested by the Borrower and authenticated (but not delivered) by the Borrower’s Trustee pursuant to the Borrower’s Bond Resolution, and which Trust Loan Bond is true, accurate and complete in all respects except as to its date, principal amount and Trust Bond Loan Repayments schedule (which date, amount and schedule shall be provided to the Escrow Agent by the Trust and placed on the Trust Loan Bond by a representative representatives of the Borrower and the Borrower’s Trustee in the presence of the Escrow Agent and the Trust pursuant to Section 3 hereof). An opinion of each of the Borrower’s bond and general counsel, which opinions shall each be in substantially similar form to the opinions set forth in Exhibit A hereto, shall also be delivered on the date hereof to the Escrow Agent. In addition to the foregoing, the Borrower shall complete, execute and deliver to the Escrow Agent on the date hereof (1) a “Federal Funds Accountability and Transparency Act Form”, and (2) a “Clean Water Benefits Reporting Form” or “DWSRF Project and Benefits Reporting Form”, as applicable, each in the form included in Exhibit G to each of the trust Loan Agreement and the Fund Loan Agreement. The Escrow Agent shall hold the Escrowed Documents for release and delivery, or cancellation, pursuant to the terms and conditions of this Escrow Agreement.

Escrowed Documents. On the date hereof, the TrustI-Bank, the State and the Borrower have jointly delivered the following documents (together with the Borrower’s counsel opinions referred to in this Section 2collectively, the “Escrowed Documents”) to the Escrow Agent in the respective forms described below: (a) a fully authorized, executed and attested loan agreement with respect to the Fund I-Bank Loan by and between the State I-Bank and the Borrower, which will be dated as of May 1, 2015 2022 (the “Fund I- Bank Loan Agreement”), which Fund I-Bank Loan Agreement is true, accurate and complete in all respects, except for (1) Exhibit A-2 thereto with respect to the principal amount of of, and the semiannual principal repayment I-Bank Bond Loan Repayments (as defined in the I-Bank Loan Agreement) schedule for for, the Fund I-Bank Loan to be made under the Fund pursuant to said I-Bank Loan Agreement (which Exhibit A-2 (including the I-Bank Loan principal amount) and (2) to the extent the Borrower requests and the State and the Trust consent to an adjustment to the principal amount of the Fund Loan prior to the bid blackout date, which is the date of Borrower’s escrow closing, then also except for the principal amount of the Fund Loan and the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 and thereto, if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust I-Bank pursuant to Section 3 hereof); (b) a fully authorized, executed and attested bond of the Borrower to the State I-Bank (the “Fund I-Bank Loan Bond”), which will be dated the dated date of the Trust Loan Bond (as hereinafter defined)I-Bank Bonds, evidencing and securing the Fund I-Bank Loan to be made by the State I-Bank to the Borrower under pursuant to the Fund I-Bank Loan Agreement, which Fund I-Bank Loan Bond has been so authorized, executed and attested by the Borrower (but not delivered) pursuant to the Borrower’s Bond Resolution, and which Fund Loan Bond is true, accurate and complete in all respects except as to its date and if applicable in accordance with Section 2(a)(2) hereof, except as to its principal amount (which date and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust and placed on the Fund Loan Bond by a representative of the Borrower in the presence of the Escrow Agent and the State pursuant to Section 3 hereof); (c) a fully authorized, executed and attested loan agreement with respect to the Trust Loan by and between the Trust and the Borrower, which will be dated as of May 1, 2015, (the “Trust Loan Agreement”), which Trust Loan Agreement is true, accurate and complete in all respects, except for Exhibit A-2 thereto with respect to the principal amount of and the Trust Bond Loan Repayments (as defined in the Trust Loan Agreement) schedule for the Trust Loan to be made under said Trust Loan Agreement and if applicable in accordance with Section 2(a)(2) hereof, except as to the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 (including the Trust Loan principal amount) shall be provided to the Escrow Agent by the Trust pursuant to Section 3 hereof); and (d) a fully authorized, executed and attested bond of the Borrower to the Trust (the “Trust Loan Bond”), which will be dated the dated date of the Trust Bonds, evidencing the Trust Loan to be made by the Trust to the Borrower under the Trust Loan Agreement, which Trust Loan Bond has been so authorized, executed and attested by the Borrower (but not delivered) pursuant to the Borrower’s Bond Resolution, and which Trust I-Bank Loan Bond is true, accurate and complete in all respects except as to its date, principal amount and Trust I-Bank Bond Loan Repayments schedule (which date, amount and schedule shall be provided to the Escrow Agent by the Trust I-Bank and placed on the Trust I-Bank Loan Bond by a representative of in coordination with the Borrower in the presence of the Escrow Agent and the Trust pursuant to Section 3 hereof). An ; (c) an opinion of each of the Borrower’s bond and general counselcounsel with respect to the I-Bank Loan, which opinions shall each be in substantially similar form to the opinions set forth in Exhibit A hereto; (d) each of the following forms, shall also be delivered on complete and fully executed as required by the date hereof to the Escrow Agent. In addition to the foregoing, the Borrower shall complete, execute and deliver to the Escrow Agent on the date hereof respective terms thereof: (1) a “Federal Funds Accountability and Transparency Act Form” in the form required and provided by the New Jersey Department of Environmental Protection (the “Department”, and ); (2) a “Clean Water Benefits Reporting Form” or a “DWSRF Project and Benefits Reporting Form”, as applicable, each in the form required and provided by the Department; (3) a “Certification Regarding Asset Management Plan” or a “Certification Regarding Fiscal Sustainability Plan”, as applicable, in the form included in Exhibit G to each of the trust I-Bank Loan Agreement and the Fund Loan Agreement; and (4) Internal Revenue Service Form W-9; and (e) the certificate of the Borrower’s consulting engineer (in the form attached as Exhibit D hereto), stating that the useful life of the Project to be financed with the I-Bank Loan exceeds the maturity date of the I-Bank Loan Bond to the I-Bank. The Escrow Agent shall hold the Escrowed Documents for release and delivery, or cancellation, pursuant to the terms and conditions of this Escrow Agreement. Notwithstanding any provision of this Escrow Agreement to the contrary, the parties hereto hereby acknowledge and agree that bond counsel to the I-Bank may provide logistical assistance to the Escrow Agent with respect to the retention and the management of some or all of the Escrowed Documents until the release and delivery thereof by the Escrow Agent, or cancellation, pursuant to the terms and conditions of this Escrow Agreement.

Escrowed Documents. On the date hereof, the TrustI-Bank, the State and the Borrower have jointly delivered the following documents (together with the Borrower’s counsel opinions referred to in this Section 2collectively, the “Escrowed Documents”) to the Escrow Agent in the respective forms described below: (a) a fully authorized, executed and attested loan agreement with respect to the Fund Loan by and between the State and the Borrower, which will be dated as of May 1, 2015 2022 (the “Fund Loan Agreement”), which Fund Loan Agreement is true, accurate and complete in all respects, except for (1) Exhibit A-2 thereto with respect to the principal amount of of, and the semiannual principal repayment schedule for for, the Fund Loan to be made under pursuant to the Fund Loan Agreement Agreement, and (2) to the extent the Borrower requests and the State and the Trust I-Bank consent to an adjustment to the principal amount of the Fund Loan prior Loan, due to an adjustment to the bid blackout dateCosts of the Project, which is as requested by the date of Borrower’s escrow closingBorrower and as approved by the State and the I-Bank, then also except for the principal amount of the Fund Loan and the corresponding changes modifications to Exhibits B and C thereto (which Exhibit A-2 and and, if applicable, which Fund Loan principal amount and modified Exhibits B and C, shall be provided to the Escrow Agent by the Trust I-Bank pursuant to Section 3 hereof); (b) a fully authorized, executed and attested bond of the Borrower to the State (the “Fund Loan Bond”), which will be dated the date of the Trust I-Bank Loan Bond (as hereinafter defined), evidencing and securing the Fund Loan to be made by the State to the Borrower under pursuant to the Fund Loan Agreement, which Fund Loan Bond has been so authorized, executed and attested by the Borrower (but not delivered) pursuant to the Borrower’s Bond Resolution, and which Fund Loan Bond is true, accurate and complete in all respects except as to its date and and, if applicable applicable, in accordance with Section 2(a)(2) hereof, except as to its principal amount (which date and and, if applicable, which Fund Loan principal amount amount, shall be provided to the Escrow Agent by the Trust I-Bank and placed on the Fund Loan Bond by a representative of in coordination with the Borrower in the presence of the Escrow Agent and the State pursuant to Section 3 hereof); (c) a fully authorized, executed and attested loan agreement with respect to the Trust I-Bank Loan by and between the Trust I-Bank and the Borrower, which will be dated as of May 1, 2015, 2022 (the “Trust I- Bank Loan Agreement”), which Trust I-Bank Loan Agreement is true, accurate and complete in all respects, except for Exhibit A-2 thereto with respect to the principal amount of of, and the Trust I-Bank Bond Loan Repayments (as defined in the Trust I-Bank Loan Agreement) schedule for for, the Trust I-Bank Loan to be made under pursuant to said Trust I-Bank Loan Agreement and and, if applicable in accordance with Section 2(a)(2) hereof, except as to for the principal amount of the I-Bank Loan and the corresponding changes modifications to Exhibits B and C thereto (which Exhibit A-2 (including the Trust I-Bank Loan principal amount) and Exhibits B and C thereto, if applicable, shall be provided to the Escrow Agent by the Trust I-Bank pursuant to Section 3 hereof); and; (d) a fully authorized, executed and attested bond of the Borrower to the Trust I-Bank (the “Trust I-Bank Loan Bond”), which will be dated the dated date of the Trust I-Bank Bonds, evidencing and securing the Trust I-Bank Loan to be made by the Trust I-Bank to the Borrower under pursuant to the Trust I-Bank Loan Agreement, which Trust I-Bank Loan Bond has been so authorized, executed and attested by the Borrower (but not delivered) pursuant to the Borrower’s Bond Resolution, and which Trust I-Bank Loan Bond is true, accurate and complete in all respects except as to its date, principal amount and Trust I-Bank Bond Loan Repayments schedule (which date, amount and schedule shall be provided to the Escrow Agent by the Trust I-Bank and placed on the Trust I-Bank Loan Bond by a representative of in coordination with the Borrower in the presence of the Escrow Agent and the Trust pursuant to Section 3 hereof). An ; (e) an opinion of each of the Borrower’s bond and general counselcounsel with respect to the Fund Loan and an opinion of each of the Borrower’s bond and general counsel with respect to the I- Bank Loan, which opinions shall each be in substantially similar form to the opinions set forth in Exhibit A hereto; (f) each of the following forms, shall also be delivered on complete and fully executed as required by the date hereof to the Escrow Agent. In addition to the foregoing, the Borrower shall complete, execute and deliver to the Escrow Agent on the date hereof respective terms thereof: (1) a “Federal Funds Accountability and Transparency Act Form” in the form required and provided by the New Jersey Department of Environmental Protection (the “Department”, and ); (2) a “Clean Water Benefits Reporting Form” or a “DWSRF Project and Benefits Reporting Form”, as applicable, each in the form required and provided by the Department; (3) a “Certification Regarding Asset Management Plan” or a “Certification Regarding Fiscal Sustainability Plan”, as applicable, in the form included in Exhibit G to each of the trust I-Bank Loan Agreement and the Fund Loan Agreement; and (4) Internal Revenue Service Form W-9; and (g) the certificate of the Borrower’s consulting engineer (in the form attached as Exhibit D hereto), stating that the useful life of the Project to be financed with the I-Bank Loan exceeds the maturity date of the I-Bank Loan Bond to the I-Bank. The Escrow Agent shall hold the Escrowed Documents for release and delivery, or cancellation, pursuant to the terms and conditions of this Escrow Agreement. Notwithstanding any provision of this Escrow Agreement to the contrary, the parties hereto hereby acknowledge and agree that bond counsel to the I-Bank may provide logistical assistance to the Escrow Agent with respect to the retention and the management of some or all of the Escrowed Documents until the release and delivery thereof by the Escrow Agent, or cancellation, pursuant to the terms and conditions of this Escrow Agreement.

Escrowed Documents. On the date hereof, the TrustI-Bank, the State State, the Borrower and the Borrower Borrower’s Trustee have jointly delivered the following documents (together with the Borrower’s counsel opinions referred to in this Section 2collectively, the “Escrowed Documents”) to the Escrow Agent in the respective forms described below: (a) a fully authorized, executed and attested loan agreement with respect to the Fund Loan by and between the State and the Borrower, which will be dated as of May 1, 2015 2022 (the “Fund Loan Agreement”), which Fund Loan Agreement is true, accurate and complete in all respects, except for (1) Exhibit A-2 thereto with respect to the principal amount of and the semiannual principal repayment schedule for the Fund Loan to be made under pursuant to the Fund Loan Agreement and (2) to the extent the Borrower requests and the State and the Trust I-Bank consent to an adjustment to the principal amount of the Fund Loan prior Loan, due to an adjustment to the bid blackout dateCosts of the Project, which is as requested by the date of Borrower’s escrow closingBorrower and as approved by the State and the I-Bank, then also except for the principal amount of the Fund Loan and the corresponding changes modifications to Exhibits B and C thereto (which Exhibit A-2 and and, if applicable, which Fund Loan principal amount and modified Exhibits B and C, shall be provided to the Escrow Agent by the Trust I-Bank pursuant to Section 3 hereof); (b) a fully authorized, executed executed, attested and attested authenticated bond of the Borrower to the State (the “Fund Loan Bond”), which will be dated the date of the Trust I-Bank Loan Bond (as hereinafter defined), evidencing and securing the Fund Loan to be made by the State to the Borrower under pursuant to the Fund Loan Agreement, which Fund Loan Bond has been so authorized, executed and attested by the Borrower and authenticated (but not delivered) by the Borrower’s Trustee pursuant to the provisions of the Borrower’s Bond Resolution, and which Fund Loan Bond is true, accurate and complete in all respects except as to its date and if applicable in accordance with Section 2(a)(2) hereof, except as to its principal amount (which date date, and if applicable, applicable which Fund Loan principal amount amount, shall be provided to the Escrow Agent by the Trust I-Bank and placed on the Fund Loan Bond by a representative of in coordination with the Borrower in the presence of the Escrow Agent and the State Borrower’s Trustee pursuant to Section 3 hereof); (c) a fully authorized, executed and attested loan agreement with respect to the Trust I-Bank Loan by and between the Trust I-Bank and the Borrower, which will be dated as of May 1, 2015, 2022 (the “Trust I- Bank Loan Agreement”), which Trust I-Bank Loan Agreement is true, accurate and complete in all respects, except for Exhibit A-2 thereto with respect to the principal amount of and the Trust I-Bank Bond Loan Repayments (as defined in the Trust I-Bank Loan Agreement) schedule for the Trust I-Bank Loan to be made under pursuant to said Trust I-Bank Loan Agreement and if applicable in accordance with Section 2(a)(2) hereof, except as to for the principal amount of the I-Bank Loan and the corresponding changes modifications to Exhibits B and C thereto (which Exhibit A-2 (including the Trust I-Bank Loan principal amount) and Exhibits B and C thereto, if applicable, shall be provided to the Escrow Agent by the Trust I-Bank pursuant to Section 3 hereof); and; (d) a fully authorized, executed executed, attested and attested authenticated bond of the Borrower to the Trust I-Bank (the “Trust I-Bank Loan Bond”), which will be dated the dated date of the Trust I-Bank Bonds, evidencing and securing the Trust I-Bank Loan to be made by the Trust I-Bank to the Borrower under pursuant to the Trust I-Bank Loan Agreement, which Trust I-Bank Loan Bond has been so authorized, executed and attested by the Borrower and authenticated (but not delivered) by the Borrower’s Trustee pursuant to the Borrower’s Bond Resolution, and which Trust I-Bank Loan Bond is true, accurate and complete in all respects except as to its date, principal amount and Trust I-Bank Bond Loan Repayments schedule (which date, amount and schedule shall be provided to the Escrow Agent by the Trust I-Bank and placed on the Trust I-Bank Loan Bond by a representative of in coordination with the Borrower in the presence of the Escrow Agent and the Trust Borrower’s Trustee pursuant to Section 3 hereof). An ; (e) an opinion of each of the Borrower’s bond and general counselcounsel with respect to the Fund Loan and an opinion of each of the Borrower’s bond and general counsel with respect to the I- Bank Loan, which opinions shall each be in substantially similar form to the opinions set forth in Exhibit A hereto; (f) each of the following forms, shall also be delivered on complete and fully executed as required by the date hereof to the Escrow Agent. In addition to the foregoing, the Borrower shall complete, execute and deliver to the Escrow Agent on the date hereof respective terms thereof: (1) a “Federal Funds Accountability and Transparency Act Form” in the form required and provided by the New Jersey Department of Environmental Protection (the “Department”, and ); (2) a “Clean Water Benefits Reporting Form” or a “DWSRF Project and Benefits Reporting Form”, as applicable, each in the form required and provided by the Department; (3) a “Certification Regarding Asset Management Plan” or a “Certification Regarding Fiscal Sustainability Plan”, as applicable, in the form included in Exhibit G to each of the trust I-Bank Loan Agreement and the Fund Loan Agreement; and (4) Internal Revenue Service Form W-9; and (g) the certificate of the Borrower’s consulting engineer (in the form attached as Exhibit D hereto), stating that the useful life of the Project to be financed with the I-Bank Loan exceeds the maturity date of the I-Bank Loan Bond to the I-Bank. The Escrow Agent shall hold the Escrowed Documents for release and delivery, or cancellation, pursuant to the terms and conditions of this Escrow Agreement. Notwithstanding any provision of this Escrow Agreement to the contrary, the parties hereto hereby acknowledge and agree that bond counsel to the I-Bank may provide logistical assistance to the Escrow Agent with respect to the retention and the management of some or all of the Escrowed Documents until the release and delivery thereof by the Escrow Agent, or cancellation, pursuant to the terms and conditions of this Escrow Agreement.

Escrowed Documents. On the date hereof, the Trust, the State State, the Borrower and the Borrower Borrower’s Trustee have jointly delivered the following documents (together with the Borrower’s counsel opinions referred to in this Section 2, the “Escrowed Documents”) to the Escrow Agent in the respective forms described below: (a) a fully authorized, executed and attested loan agreement with respect to the Fund Loan by and between the State and the Borrower, which will be dated as of May 1, 2015 (the “Fund Loan Agreement”), which Fund Loan Agreement is true, accurate and complete in all respects, except for (1) Exhibit A-2 thereto with respect to the principal amount of and the semiannual principal repayment schedule for the Fund Loan to be made under the Fund Loan Agreement and (2) to the extent the Borrower requests and the State and the Trust consent to an adjustment to the principal amount of the Fund Loan prior to the bid blackout date, which is the date of Borrower’s escrow closing, then also except for the principal amount of the Fund Loan and the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust pursuant to Section 3 hereof); (b) a fully authorized, executed and executed, attested and, if applicable, authenticated bond or note of the Borrower to the State (the “Fund Loan Bond”), which will be dated the date of the Trust Loan Bond (as hereinafter defined), evidencing the Fund Loan to be made by the State to the Borrower under the Fund Loan Agreement, which Fund Loan Bond has been so authorized, executed and attested by the Borrower and, if applicable, authenticated (but not delivered) by the Borrower’s Trustee pursuant to the provisions of the Borrower’s Bond Resolution, and which Fund Loan Bond is true, accurate and complete in all respects except as to its date and if applicable in accordance with Section 2(a)(2) hereof, except as to its principal amount (which date and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust and placed on the Fund Loan Bond by a representative representatives of the Borrower and the Borrower’s Trustee in the presence of the Escrow Agent and the State pursuant to Section 3 hereof); (c) a fully authorized, executed and attested loan agreement and with respect to the Trust Loan by and between the Trust and the Borrower, which will be dated as of May 1, 2015, 2015 (the “Trust Loan Agreement”), which Trust Loan Agreement is true, accurate and complete in all respects, except for Exhibit A-2 thereto with respect to the principal amount of and the Trust Bond Loan Repayments (as defined in the Trust Loan Agreement) schedule for the Trust Loan to be made under said Trust Loan Agreement and if applicable in accordance with Section 2(a)(2) hereof, except as to the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 (including the Trust Loan principal amount) shall be provided to the Escrow Agent by the Trust pursuant to Section 3 hereof); and (d) a fully authorized, executed and executed, attested and, if applicable, authenticated bond or note of the Borrower to the Trust (the “Trust Loan Bond”), which will be dated the dated date of the Trust Bonds, evidencing the Trust Loan to be made by the Trust to the Borrower under the Trust Loan Agreement, which Trust Loan Bond has been so authorized, executed and attested by the Borrower and authenticated (but not delivered) by the Borrower’s Trustee pursuant to the Borrower’s Bond Resolution, and which Trust Loan Bond is true, accurate and complete in all respects except as to its date, principal amount and Trust Bond Loan Repayments schedule (which date, amount and schedule shall be provided to the Escrow Agent by the Trust and placed on the Trust Loan Bond by a representative representatives of the Borrower and the Borrower’s Trustee in the presence of the Escrow Agent and the Trust pursuant to Section 3 hereof). An opinion of each of the Borrower’s bond and general counsel, which opinions shall each be in substantially similar form to the opinions set forth in Exhibit A hereto, shall also be delivered on the date hereof to the Escrow Agent. In addition to the foregoing, the Borrower shall complete, execute and deliver to the Escrow Agent on the date hereof (1) a “Federal Funds Accountability and Transparency Act Form”, and (2) a “Clean Water Benefits Reporting Form” or “DWSRF Project and Benefits Reporting Form”, as applicable, each in the form included in Exhibit G to each of the trust Loan Agreement and the Fund Loan Agreement. The Escrow Agent shall hold the Escrowed Documents for release and delivery, or cancellation, pursuant to the terms and conditions of this Escrow Agreement.

Escrowed Documents. On the date hereof, the TrustI-Bank, the State State, the Borrower and the Borrower Borrower’s Trustee have jointly delivered the following documents (together with the Borrower’s counsel opinions referred to in this Section 2collectively, the “Escrowed Documents”) to the Escrow Agent in the respective forms described below: (a) a fully authorized, executed and attested loan agreement with respect to the Fund I-Bank Loan by and between the State I-Bank and the Borrower, which will be dated as of May 1, 2015 2022 (the “Fund I- Bank Loan Agreement”), which Fund Loan Agreement is true, accurate and complete in all respects, except for (1) Exhibit A-2 thereto with respect to the principal amount of and the semiannual principal repayment schedule for the Fund Loan to be made under the Fund Loan Agreement and (2) to the extent the Borrower requests and the State and the Trust consent to an adjustment to the principal amount of the Fund Loan prior to the bid blackout date, which is the date of Borrower’s escrow closing, then also except for the principal amount of the Fund Loan and the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust pursuant to Section 3 hereof); (b) a fully authorized, executed and attested bond of the Borrower to the State (the “Fund Loan Bond”), which will be dated the date of the Trust Loan Bond (as hereinafter defined), evidencing the Fund Loan to be made by the State to the Borrower under the Fund Loan Agreement, which Fund Loan Bond has been so authorized, executed and attested by the Borrower (but not delivered) pursuant to the Borrower’s Bond Resolution, and which Fund Loan Bond is true, accurate and complete in all respects except as to its date and if applicable in accordance with Section 2(a)(2) hereof, except as to its principal amount (which date and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust and placed on the Fund Loan Bond by a representative of the Borrower in the presence of the Escrow Agent and the State pursuant to Section 3 hereof); (c) a fully authorized, executed and attested loan agreement with respect to the Trust Loan by and between the Trust and the Borrower, which will be dated as of May 1, 2015, (the “Trust Loan Agreement”), which Trust I-Bank Loan Agreement is true, accurate and complete in all respects, except for Exhibit A-2 thereto with respect to the principal amount of of, and the Trust I-Bank Bond Loan Repayments (as defined in the Trust I-Bank Loan Agreement) schedule for for, the Trust I-Bank Loan to be made under pursuant to said Trust I-Bank Loan Agreement and if applicable in accordance with Section 2(a)(2) hereof, except as to the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 (including the Trust I-Bank Loan principal amount) and Exhibits B and C thereto, if applicable, shall be provided to the Escrow Agent by the Trust I-Bank pursuant to Section 3 hereof); and; (db) a fully authorized, executed executed, attested and attested authenticated bond of the Borrower to the Trust I-Bank (the “Trust I-Bank Loan Bond”), which will be dated the dated date of the Trust I-Bank Bonds, evidencing and securing the Trust I-Bank Loan to be made by the Trust I-Bank to the Borrower under pursuant to the Trust I-Bank Loan Agreement, which Trust I-Bank Loan Bond has been so authorized, executed and attested by the Borrower and authenticated (but not delivered) by the Borrower’s Trustee pursuant to the Borrower’s Bond Resolution, and which Trust I-Bank Loan Bond is true, accurate and complete in all respects except as to its date, principal amount and Trust I-Bank Bond Loan Repayments schedule (which date, amount and schedule shall be provided to the Escrow Agent by the Trust I-Bank and placed on the Trust I-Bank Loan Bond by a representative of in coordination with the Borrower in the presence of the Escrow Agent and the Trust Borrower’s Trustee pursuant to Section 3 hereof). An ; (c) an opinion of each of the Borrower’s bond and general counselcounsel with respect to the I-Bank Loan, which opinions shall each be in substantially similar form to the opinions set forth in Exhibit A hereto; (d) each of the following forms, shall also be delivered on complete and fully executed as required by the date hereof to the Escrow Agent. In addition to the foregoing, the Borrower shall complete, execute and deliver to the Escrow Agent on the date hereof respective terms thereof: (1) a “Federal Funds Accountability and Transparency Act Form” in the form required and provided by the New Jersey Department of Environmental Protection (the “Department”, and ); (2) a “Clean Water Benefits Reporting Form” or a “DWSRF Project and Benefits Reporting Form”, as applicable, each in the form required and provided by the Department; (3) a “Certification Regarding Asset Management Plan” or a “Certification Regarding Fiscal Sustainability Plan”, as applicable, in the form included in Exhibit G to each of the trust I-Bank Loan Agreement and the Fund Loan Agreement; and (4) Internal Revenue Service Form W-9; and (e) the certificate of the Borrower’s consulting engineer (in the form attached as Exhibit D hereto), stating that the useful life of the Project to be financed with the I-Bank Loan exceeds the maturity date of the I-Bank Loan Bond to the I-Bank. The Escrow Agent shall hold the Escrowed Documents for release and delivery, or cancellation, pursuant to the terms and conditions of this Escrow Agreement. Notwithstanding any provision of this Escrow Agreement to the contrary, the parties hereto hereby acknowledge and agree that bond counsel to the I-Bank may provide logistical assistance to the Escrow Agent with respect to the retention and the management of some or all of the Escrowed Documents until the release and delivery thereof by the Escrow Agent, or cancellation, pursuant to the terms and conditions of this Escrow Agreement.

Escrowed Documents. On In the date hereofevent that, on or before the Closing Date, the TrustLender under the Bella Vita Loan has not approved Aspen Bella Vita's assumption of the Bella Vita Loan, the State and Lender under the Borrower have jointly Wyndham Lakes Loan has not approved Aspen Wyndham Lakes' assumption of the Wyndham Lakes Loan and/or HUD has not delivered the following documents (together with the Borrower’s counsel opinions referred to in this Section 2, the “Escrowed Documents”) to the Escrow Agent in the respective forms described below: (a) a fully authorized, executed and attested loan agreement HUD Consent with respect to the Fund Loan Gaytxx Terrace Property, then the parties shall nonetheless execute all of the documents contemplated by and between the State and the Borrower, which will be dated as of May 1, 2015 (the “Fund Loan Agreement”), which Fund Loan Agreement is true, accurate and complete in all respects, except for (1) Exhibit A-2 thereto Section 10.2 hereof with respect to the principal amount of Bella Vita Property, the Wyndham Lakes Property and the semiannual principal repayment schedule for Gaytxx Xxxrace Property (except the Fund Loan to be made under the Fund Loan Agreement settlement statements described in Section 10.2.18) and (2) deliver original, undated counterparts of all such documents to the extent Title Company to hold in escrow pending the Borrower requests and parties' receipt of the State and applicable approvals. On the Trust consent Closing Date, the parties will execute (a) an escrow agreement directing the Title Company to an adjustment hold all such documents relating to the principal amount Bella Vita Property in escrow until the first to occur of (i) the parties' receipt of the Fund Loan prior to the bid blackout date, which is the date Lender's approval of Borrower’s escrow closing, then also except for the principal amount Aspen Bella Vita's assumption of the Fund Bella Vita Loan and the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 and if applicable, which Fund Loan principal amount shall be provided to the Escrow Agent by the Trust pursuant to Section 3 hereof); (b) a fully authorized, executed and attested bond of the Borrower to the State (the “Fund Loan Bond”), which will be dated the date of the Trust Loan Bond (as hereinafter defined), evidencing the Fund Loan to be made by the State to the Borrower under the Fund Loan Agreement, which Fund Loan Bond has been so authorized, executed and attested by the Borrower (but not delivered) pursuant to the Borrower’s Bond Resolution, and which Fund Loan Bond is true, accurate and complete in all respects except as to its date and if applicable in accordance with Section 2(a)(2) 7.1.5 hereof, except as to its principal amount (in which date and if applicable, which Fund Loan principal amount event the Title Company shall be provided directed to close the Escrow Agent by the Trust and placed on the Fund Loan Bond by a representative sale of the Borrower in Bella Vita Property and the presence parties shall execute settlement statements and such other remaining documents as may be required to close the sale of the Escrow Agent and the State pursuant to Section 3 hereof); Bella Vita Property or (cii) a fully authorized, executed and attested loan agreement termination of this Agreement with respect to the Trust Bella Vita Property in accordance with Section 7.1.5 hereof, whereupon the Title Company shall be directed to return all of the escrowed documents to the respective parties who deposited such documents; (b) an escrow agreement directing the Title Company to hold all such documents relating to the Wyndham Lakes Property in escrow until the first to occur of the parties' receipt of the Lender's approval of Aspen Wyndham Lakes' assumption of the Wyndham Lakes Loan by and between in accordance with Section 7.1.5 hereof or the Trust Lender's failure to grant such approval, in which event the Title Company shall be directed to close the sale of the Wyndham Lakes Property and the Borrowerparties shall execute settlement statements and such other remaining documents as may be required to close the sale of the Wyndham Lakes Property in accordance with Section 7.1.5 hereof; and (c) an escrow agreement directing the Title Company to hold all such documents relating to the Gaytxx Xxxrace Property in escrow until the first to occur of (i) the parties' receipt of the HUD Consent in the form prescribed by Section 7.2.1 hereof, in which will event the Title Company shall be dated directed to close the sale of the Gaytxx Terrace Property and the parties shall execute settlement statements and such other remaining documents as may be required to close the sale of May 1, 2015, the Gaytxx Xxxrace Property or (the “Trust Loan Agreement”), which Trust Loan ii) termination of this Agreement is true, accurate and complete in all respects, except for Exhibit A-2 thereto with respect to the principal amount of and the Trust Bond Loan Repayments (as defined in the Trust Loan Agreement) schedule for the Trust Loan to be made under said Trust Loan Agreement and if applicable Gaytxx Xxxrace Property in accordance with Section 2(a)(2) 7.2.1 hereof, except as whereupon the Title Company shall be directed to return all of the escrowed documents to the corresponding changes to Exhibits B and C thereto (which Exhibit A-2 (including the Trust Loan principal amount) shall be provided to the Escrow Agent respective parties who deposited such documents. The parties will share equally all escrow fees charged by the Trust pursuant to Section 3 hereof); and (d) a fully authorized, executed and attested bond of Title Company in connection with the Borrower to the Trust (the “Trust Loan Bond”), which will be dated the dated date of the Trust Bonds, evidencing the Trust Loan to be made by the Trust to the Borrower under the Trust Loan Agreement, which Trust Loan Bond has been so authorized, executed and attested by the Borrower (but not delivered) pursuant to the Borrower’s Bond Resolution, and which Trust Loan Bond is true, accurate and complete in all respects except as to its date, principal amount and Trust Bond Loan Repayments schedule (which date, amount and schedule shall be provided to the Escrow Agent by the Trust and placed on the Trust Loan Bond by a representative of the Borrower in the presence of the Escrow Agent and the Trust pursuant to Section 3 hereof). An opinion of each of the Borrower’s bond and general counsel, which opinions shall each be in substantially similar form to the opinions set forth in Exhibit A hereto, shall also be delivered on the date hereof to the Escrow Agent. In addition to the foregoing, the Borrower shall complete, execute and deliver to the Escrow Agent on the date hereof (1) a “Federal Funds Accountability and Transparency Act Form”, and (2) a “Clean Water Benefits Reporting Form” or “DWSRF Project and Benefits Reporting Form”, as applicable, each in the form included in Exhibit G to each of the trust Loan Agreement and the Fund Loan Agreement. The Escrow Agent shall hold the Escrowed Documents for release and delivery, or cancellation, pursuant to the terms and conditions of this Escrow Agreementescrow agreements described herein.