Common use of Disbursement of Proceeds Clause in Contracts

Disbursement of Proceeds. Escrow Agent shall hold and disburse the Escrow Funds in accordance with the following procedures: (a) Subject to the provisions of Section 2.1(b) through Section 2.1(f), in the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Dealer in the form of Exhibit “A” attached hereto, the Escrow Agent shall disburse by wire transfer the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below)), in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one (1) business day of the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for the Escrow Agent to process such instructions that business day. (b) Escrow Agent shall continue to accept deposits of additional Payments until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted Subscriptions for the Maximum Offering, or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Escrow Funds. Promptly from and after the Final Closing Date, the Escrow Agent shall return directly to the Investor, the principal amount of any Escrow Funds received by the Escrow Agent after the Final Closing Date and shall cease to accept any additional Escrow Funds.

Disbursement of Proceeds. Escrow Agent shall hold and disburse the Escrow Funds in accordance with the following procedures: (a) Subject to the provisions of Section 2.1(b) through Section 2.1(f), in the event Escrow Agent receives Collected Funds for the Minimum Offering On or prior to the termination of this Closing Date the Trust shall establish or cause the Program Trustee or Bond Trustee, as applicable, to establish a separate account within the Project Fund, for each Project financed or refinanced under the Financing Agreement, each designated “Project Account - (Name of Borrower) Project No. ” (a “Project Account”), to be held and for any point thereaftermaintained in accordance herewith, with the applicable Federal Act and from time to time, promptly after with the Escrow Agent’s receipt of written instructions from both the Company Program Resolution and the Managing Broker-Dealer in the form of Exhibit “A” attached heretoBond Resolution, the Escrow Agent shall disburse by wire transfer the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below)), in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one (1) business day of the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for the Escrow Agent to process such instructions that business dayapplicable. (b) Escrow Agent On the Closing Date the Trust shall continue credit to accept deposits the payment of additional Payments until the principal of the Interim Loan, if any, such portion of the proceeds of the Loan or Local Governmental Obligations as shall be necessary to pay such principal in full after credit for any proceeds of the Interim Loan remaining on deposit on such date in any Interim Loan Project Account maintained for the account of the Borrower. Any proceeds of the Loan or Local Governmental Obligations remaining after payment of the principal of the Interim Loan, if any, shall be deposited in the Project Account and applied by the Trust to finance or refinance Costs of the applicable Project as provided herein, in the related Project Regulatory Agreement and in the Program Resolution and the Bond Resolution, as applicable. Only amounts on deposit in a date Project Account representing moneys of the Trust deposited therein as provided in the Financing Agreement and the Program Resolution or Bond Resolution, as applicable, shall be available to pay Costs of the applicable Project. Amounts in each Project Account shall be invested by the Trust, and all earnings on investment or deposit of amounts in a Project Account shall be applied by the Trust as provided in the Program Resolution and the Bond Resolution, as applicable. The Borrower shall have no interest in such earnings. (c) So long as no Event of Default shall have happened and be continuing hereunder or under the “Final Closing Date”Financing Agreement, but subject to Section 3(b) which is and Section 10 of these Terms and Conditions, within a reasonable period of time from receipt by the earlier Trust of (i) one or more requisitions in form satisfactory to the date on which the Escrow Agent receives written notification, Trust signed by an Authorized Representative Officer of the CompanyBorrower and approved by the Department as provided in the applicable Project Regulatory Agreement, the Trust shall disburse or direct the Program Trustee or the Bond Trustee, as applicable, to disburse to or for the account of the Borrower as directed in such requisitions the amount or amounts set forth therein and approved by the Department solely to finance or, to the extent provided in the applicable Project Regulatory Agreement, refinance Costs of the applicable Project. (d) Notwithstanding anything herein or in any Project Regulatory Agreement to the contrary, if all or any portion of the Project Costs financed under the Financing Agreement shall have been paid by the Borrower from the proceeds of outstanding notes or other temporary indebtedness issued or incurred in anticipation of the Loan or Local Governmental Obligations, any amount paid to the Borrower pursuant to this Section 7 in reimbursement for such Costs shall be held and applied by the Borrower (unless otherwise approved by the Trust) solely to pay or provide for the principal of such notes or other indebtedness when due in accordance with the Enabling Act and the Applicable Authority. The Borrower acknowledges that the Company has accepted Subscriptions Trust shall have no responsibility for the Maximum Offeringholding, investment or application of any amounts paid to or for the account of the Borrower for such purpose. Notwithstanding anything herein to the contrary if on the Closing Date any Interim Loan shall be outstanding and unpaid under Section 10 of the Financing Agreement, the Trust shall apply to the payment of the principal of the Interim Loan such portion of the proceeds of the Loan or Local Governmental Obligations as shall be necessary to pay such principal in full after credit for any proceeds of the Interim Loan remaining on deposit on such date in any Interim Loan Project Account maintained for the account of the Borrower pursuant to Section 10. (e) Upon receipt by the Trust of the Project Completion Certificate for a Project described in the related Project Regulatory Agreement, any balance remaining on deposit in the applicable Project Account not then payable to or for the account of the Borrower in accordance with the Project Completion Certificate shall be applied at the direction of the Borrower with the prior approval of the Trust to (i) additional Costs of the applicable Project upon amendment of the definition thereof approved by the Department or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative prepayment of the CompanyPrincipal Obligation as provided in Section 5(b) hereof. (f) Notwithstanding anything herein or in any Project Regulatory Agreement to the contrary, the Trust shall not be required to deposit in each Project Account established in accordance with the Financing Agreement an amount in the aggregate in excess of the Company’s determination eligible Costs of a final closing date for receipt of Escrow Fundsthe applicable Project to be financed or refinanced by the Loan or the Local Governmental Obligations as set forth in the applicable Project Approval Certificate and the related Project Regulatory Agreement. Promptly from and after the Final Closing DateIn addition, the Escrow Agent Trust shall return directly not be required to make any deposits to a Project Account or to direct the InvestorProgram Trustee or the Bond Trustee, as applicable, to disburse therefrom any amount to or for the account of the Borrower while an Event of Default shall have occurred and be continuing hereunder or under the Financing Agreement or, if directed by the Department, while a Default (as defined in the related Project Regulatory Agreement) shall have occurred and be continuing under the related Project Regulatory Agreement. If an Event of Default shall have occurred and be continuing hereunder or under the Financing Agreement, the principal Trust may apply amounts on deposit in any Project Account to remedy such default as provided in Section 9(b) hereof and the amount of any Escrow Funds received by available under the Escrow Agent after the Final Closing Date and shall cease to accept any additional Escrow FundsFinancing Agreement for Project Costs will be correspondingly reduced.

Disbursement of Proceeds. The Escrow Agent shall hold and disburse the Escrow Funds Proceeds in accordance with the following procedures: (a) Subject to the provisions of Section subsections 2.1(b) through Section 2.1(f2.1(g), in the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company Sponsor, and after receiving written confirmation from the Managing Broker-Dealer in that the form of Exhibit “A” attached heretoMinimum Offering has been reached, the Escrow Agent shall disburse to the Sponsor or its designee (by wire transfer or such other reasonable method of payment requested by the Sponsor and offered by the Escrow Agent) the principal amount of all Escrow Funds Proceeds then held by Escrow Agent, or such lesser Agent following the deposit into the Escrow Account of Proceeds in an amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below)), in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”). Escrow Funds Interest accrued thereon (if any) shall be distributed within one disbursed directly to the Sponsor. From and after the Initial Closing Date to and including the Final Closing Date (1) business day of as hereinafter defined), the Escrow Agent’s receipt Agent shall promptly disburse to the Sponsor the principal amount of such written instructions, which must be any Proceeds as and when received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for as Collected Funds, together with all accrued interest thereon (if any), to the date of disbursement, whether or not the applicable Subscription Agreement has been accepted by the Sponsor or provided to the Escrow Agent. Notwithstanding the foregoing sentence, after the Initial Closing Date, the Escrow Agent shall not be obligated to process such instructions that business daydisburse funds to the Sponsor more frequently than one (1) day per week. (b) The Escrow Agent shall continue to accept deposits of additional Payments Proceeds until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent Sponsor receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted and accepts Subscriptions for the Maximum Offering, Offering or (ii) the date on which the Sponsor in its discretion notifies the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Proceeds. The Sponsor shall promptly notify the Escrow FundsAgent when the Sponsor has received and accepted Subscriptions for the Maximum Offering amount. Promptly from and after the Final Closing Date, the Escrow Agent shall return directly to the InvestorSubscriber, the principal amount of any Escrow Funds Proceeds received by the Escrow Agent after the Final Closing Date Date, together with all accrued interest thereon (if any) to the date of disbursement, and shall cease to accept any additional Proceeds. (c) If the Sponsor gives notice to the Escrow FundsAgent of the termination of the Offering, then promptly after such notification, the Escrow Agent shall return, as a complete distribution, each Subscriber’s Purchase Price, together with any interest earned thereon (if any), without deduction, penalty, or expense, to such Subscriber; provided, however, that to the extent a Subscriber’s Purchase Price was received from a qualified intermediary such funds shall be returned to such qualified intermediary. In the event of the termination of the Offering pursuant to this subsection 2.1(c), the Proceeds shall not under any circumstance be returned to the Soliciting Dealers or the Sponsor. The Sponsor represents, warrants, and agrees that the Proceeds returned to each Subscriber (or to such Subscriber’s qualified intermediary) are and shall be free and clear of any and all claims of the Sponsor and its creditors.

Disbursement of Proceeds. The Escrow Agent shall hold and disburse the Escrow Funds Proceeds in accordance with the following procedures: (a) Subject to the provisions of Section subsections 2.1(b) through Section 2.1(f2.1(g), in the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Dealer in the form of Exhibit “A” attached heretoSponsor, the Escrow Agent shall disburse to the Sponsor or its designee (by wire transfer or such other reasonable method of payment requested by the Sponsor and offered by the Escrow Agent) the principal amount of all Escrow Funds Proceeds then held by Escrow Agent, or such lesser Agent following the deposit into the Escrow Account of Proceeds in an amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below)), in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”). Escrow Funds Interest accrued thereon (if any) shall be distributed within one disbursed directly to the Sponsor. From and after the Initial Closing Date to and including the Final Closing Date (1) business day of as hereinafter defined), the Escrow Agent’s receipt Agent shall promptly disburse to the Sponsor the principal amount of such written instructions, which must be any Proceeds as and when received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for as Collected Funds, together with all accrued interest thereon (if any), to the date of disbursement, whether or not the applicable Subscription Agreement has been accepted by the Sponsor or provided to the Escrow Agent. Notwithstanding the foregoing sentence, after the Initial Closing Date, the Escrow Agent shall not be obligated to process such instructions that business daydisburse funds to the Sponsor more frequently than one (1) day per week. (b) The Escrow Agent shall continue to accept deposits of additional Payments Proceeds until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent Sponsor receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted and accepts Subscriptions for the Maximum Offering, Offering or (ii) the date on which the Sponsor in its discretion notifies the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Proceeds. The Sponsor shall promptly notify the Escrow FundsAgent when the Sponsor has received and accepted Subscriptions for the Maximum Offering amount. Promptly from and after the Final Closing Date, the Escrow Agent shall return directly to the InvestorSubscriber, the principal amount of any Escrow Funds Proceeds received by the Escrow Agent after the Final Closing Date Date, together with all accrued interest thereon (if any) to the date of disbursement, and shall cease to accept any additional Proceeds. (c) If the Sponsor gives notice to the Escrow FundsAgent of the termination of the Offering, then promptly after such notification, the Escrow Agent shall return, as a complete distribution, each Subscriber’s Purchase Price, together with any interest earned thereon (if any), without deduction, penalty, or expense, to such Subscriber; provided, however, that to the extent a Subscriber’s Purchase Price was received from a qualified intermediary such funds shall be returned to such qualified intermediary. In the event of the termination of the Offering pursuant to this subsection 2.1(c), the Proceeds shall not under any circumstance be returned to the Soliciting Dealers or the Sponsor. The Sponsor represents, warrants, and agrees that the Proceeds returned to each Subscriber (or to such Subscriber’s qualified intermediary) are and shall be free and clear of any and all claims of the Sponsor and its creditors.

Disbursement of Proceeds. Escrow Agent shall hold and disburse the Escrow Funds in accordance with the following procedures: (a) Subject to the provisions of Section 2.1(b) through Section 2.1(f), in the event Escrow Agent receives Collected Funds for the Minimum Offering On or prior to the termination of this Closing Date the Trust shall establish or cause the Program Trustee or Bond Trustee, as applicable, to establish a separate account within the Project Fund, for each Project financed or refinanced under the Financing Agreement, each designated “Project Account - (Name of Borrower) Project No. ” (a “Project Account”), to be held and for any point thereaftermaintained in accordance herewith, with the Federal Act and from time to time, promptly after with the Escrow Agent’s receipt of written instructions from both the Company Program Resolution and the Managing Broker-Dealer in the form of Exhibit “A” attached heretoBond Resolution, the Escrow Agent shall disburse by wire transfer the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below)), in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one (1) business day of the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for the Escrow Agent to process such instructions that business dayapplicable. (b) Escrow Agent On the Closing Date the Trust shall continue credit to accept deposits the payment of additional Payments until the principal of the Interim Loan, if any, such portion of the proceeds of the Loan or Local Governmental Obligations as shall be necessary to pay such principal in full after credit for any proceeds of the Interim Loan remaining on deposit on such date in any Interim Loan Project Account maintained for the account of the Borrower. Any proceeds of the Loan or Local Governmental Obligations remaining after payment of the principal of the Interim Loan, if any, shall be deposited in the Project Account and applied by the Trust to finance or refinance Costs of the applicable Project as provided herein, in the related Project Regulatory Agreement and in the Program Resolution and the Bond Resolution, as applicable. Only amounts on deposit in a date Project Account representing moneys of the Trust deposited therein as provided in the Financing Agreement and the Program Resolution or Bond Resolution, as applicable, shall be available to pay Costs of the applicable Project. Amounts in each Project Account shall be invested by the Trust, and all earnings on investment or deposit of amounts in a Project Account shall be applied by the Trust as provided in the Program Resolution and the Bond Resolution, as applicable. The Borrower shall have no interest in such earnings. (c) So long as no Event of Default shall have happened and be continuing hereunder or under the “Final Closing Date”Financing Agreement, but subject to Section 3(b) which is and Section 10 of these Terms and Conditions, within a reasonable period of time from receipt by the earlier Trust of (i) one or more requisitions in form satisfactory to the date on which the Escrow Agent receives written notification, Trust signed by an Authorized Representative Officer of the CompanyBorrower and approved by the Department as provided in the applicable Project Regulatory Agreement, the Trust shall disburse or direct the Program Trustee or the Bond Trustee, as applicable, to disburse to or for the account of the Borrower as directed in such requisitions the amount or amounts set forth therein and approved by the Department solely to finance or, to the extent provided in the applicable Project Regulatory Agreement, refinance Costs of the applicable Project. (d) Notwithstanding anything herein or in any Project Regulatory Agreement to the contrary, if all or any portion of the Project Costs financed under the Financing Agreement shall have been paid by the Borrower from the proceeds of outstanding notes or other temporary indebtedness issued or incurred in anticipation of the Loan or Local Governmental Obligations, any amount paid to the Borrower pursuant to this Section 7 in reimbursement for such Costs shall be held and applied by the Borrower (unless otherwise approved by the Trust) solely to pay or provide for the principal of such notes or other indebtedness when due in accordance with the Enabling Act and the Applicable Authority. The Borrower acknowledges that the Company has accepted Subscriptions Trust shall have no responsibility for the Maximum Offeringholding, investment or application of any amounts paid to or for the account of the Borrower for such purpose. Notwithstanding anything herein to the contrary if on the Closing Date any Interim Loan shall be outstanding and unpaid under Section 10 of the Financing Agreement, the Trust shall apply to the payment of the principal of the Interim Loan such portion of the proceeds of the Loan or Local Governmental Obligations as shall be necessary to pay such principal in full after credit for any proceeds of the Interim Loan remaining on deposit on such date in any Interim Loan Project Account maintained for the account of the Borrower pursuant to Section 10. (e) Upon receipt by the Trust of the Project Completion Certificate for a Project described in the related Project Regulatory Agreement, any balance remaining on deposit in the applicable Project Account not then payable to or for the account of the Borrower in accordance with the Project Completion Certificate shall be applied at the direction of the Borrower with the prior approval of the Trust to (i) additional Costs of the applicable Project upon amendment of the definition thereof approved by the Department or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative prepayment of the CompanyPrincipal Obligation as provided in Section 5(b) hereof. (f) Notwithstanding anything herein or in any Project Regulatory Agreement to the contrary, the Trust shall not be required to deposit in each Project Account established in accordance with the Financing Agreement an amount in the aggregate in excess of the Company’s determination eligible Costs of a final closing date for receipt of Escrow Fundsthe applicable Project to be financed or refinanced by the Loan or the Local Governmental Obligations as set forth in the applicable Project Approval Certificate and the related Project Regulatory Agreement. Promptly from and after the Final Closing DateIn addition, the Escrow Agent Trust shall return directly not be required to make any deposits to a Project Account or to direct the InvestorProgram Trustee or the Bond Trustee, as applicable, to disburse therefrom any amount to or for the account of the Borrower while an Event of Default shall have occurred and be continuing hereunder or under the Financing Agreement or, if directed by the Department, while a Default (as defined in the related Project Regulatory Agreement) shall have occurred and be continuing under the related Project Regulatory Agreement. If an Event of Default shall have occurred and be continuing hereunder or under the Financing Agreement, the principal Trust may apply amounts on deposit in any Project Account to remedy such default as provided in Section 9(b) hereof and the amount of any Escrow Funds received by available under the Escrow Agent after the Final Closing Date and shall cease to accept any additional Escrow FundsFinancing Agreement for Project Costs will be correspondingly reduced.

Disbursement of Proceeds. Escrow Agent shall hold and disburse the Escrow Funds in accordance with the following procedures: (a) Subject to the provisions of Section 2.1(b) through Section 2.1(f), in the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Broker Dealer in the form of Exhibit “A” attached hereto, the Escrow Agent shall disburse (by wire transfer or by a check payable to the appropriate payee(s)) the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below))instructions, in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one (1) business day of the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for the Escrow Agent to process such instructions that business day. From and after the Initial Closing Date not defined to and including the Final Closing Date (as hereinafter defined), the Escrow Agent shall promptly disburse to the Company the principal amount of any Escrow Funds as and when received by the Escrow Agent as Collected Funds, whether or not the applicable Subscription Agreement has been accepted by the Company or provided to the Escrow Agent. (b) Escrow Agent shall continue to accept deposits of additional Payments Escrow Funds until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted Subscriptions for the Maximum Offering, or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Escrow Funds. Promptly from and after the Final Closing Date, the Escrow Agent shall return directly to the Investor, the principal amount of any Escrow Funds received by the Escrow Agent after the Final Closing Date and shall cease to accept any additional Escrow Funds. (c) If the Company and the Managing Broker-Dealer give written notice to the Escrow Agent of the termination of the Offering, in the form of Exhibit “B” attached hereto, then promptly after such notification, the Escrow Agent shall return, as a complete distribution, each Investor’s Escrow Funds, [without deduction, penalty, or expense,]] to such Investor by check to the address provided for each such Investor pursuant to Section 1.3(a); provided, however, that to the extent an Investor’s Escrow Funds were received by Escrow Agent from a qualified intermediary, such funds shall be returned to such qualified intermediary. In the event of the termination of the Offering pursuant to this Section 2.1(c), the Escrow Funds shall not under any circumstance be returned to the Soliciting Dealers or the Company. The Company represents, warrants, and agrees that the Escrow Funds returned to each Investor (or to such Investor’s qualified intermediary) are and shall be free and clear of any and all claims of the Company and its creditors. (d) If an Investor is entitled to terminate its Subscription, or the Company rejects such Subscription, for which the Escrow Agent has received Escrow Funds, the Escrow Agent shall, upon a written instruction signed by an Authorized Representative of each of the Company and Managing Broker Dealer, promptly return directly to such Investor that portion of the Escrow Funds associated with of such Investor and specified in the written instruction. If the Escrow Agent has not yet collected funds but has submitted the Investor’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Investor’s check to such Investor after such funds have been collected. If the Escrow Agent has not yet submitted such Investor’s check for collection, the Escrow Agent shall promptly remit the Investor’s check directly to the Investor. (e) If the Company makes a determination that it is entitled to retain all or any portion of the Escrow Funds as liquidated damages pursuant to such Investor’s Subscription Agreement, the Company shall provide written notice signed by an Authorized Representative thereof to the Escrow Agent and the Escrow Agent shall promptly after receipt of such notice pay to the Company such portion of the Escrow Fund. (f) If an Investor elects to remit the Total Purchase Price for such Investor’s purchase of the Units in lieu of applying the Investor’s Cash Deposit to the Purchase Price, the Escrow Agent shall, upon the written request of the Company, promptly return directly to such Investor the Cash Deposit deposited in the Escrow Account on behalf of such Investor. If the Escrow Agent has not yet collected funds but has submitted the Investor’s check for the Cash Deposit for collection, the Escrow Agent shall promptly return the funds in the amount of the Investor’s check to such Investor after such funds have been collected. If the Escrow Agent has not yet submitted such Investor’s check for collection, the Escrow Agent shall promptly remit the Investor’s check directly to the Investor. (g) If any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions or for the Escrow Agent to take action is not a business day, then such date shall be the business day that immediately precedes such date. A “business day” is any day other than a Saturday, Sunday or any other day on which banking institutions located in the state of Missouri, are authorized or obligated by law or executive order to close.

Disbursement of Proceeds. Escrow Agent shall hold and disburse the Escrow Funds in accordance with the following procedures: (a) Subject to the provisions of Section 2.1(b) through Section 2.1(f), in the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Broker Dealer in the form of Exhibit “A” attached hereto, the Escrow Agent shall disburse (by wire transfer or by a check payable to the appropriate payee(s)) the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below))instructions, in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one (1) business day of the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for the Escrow Agent to process such instructions that business day. From and after the Initial Closing Date not defined to and including the Final Closing Date (as hereinafter defined), the Escrow Agent shall promptly disburse to the Company the principal amount of any Escrow Funds as and when received by the Escrow Agent as Collected Funds, whether or not the applicable Subscription Agreement has been accepted by the Company or provided to the Escrow Agent. (b) Escrow Agent shall continue to accept deposits of additional Payments Escrow Funds until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted Subscriptions for the Maximum Offering, or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Escrow Funds. Promptly from and after the Final Closing Date, the Escrow Agent shall return directly to the Investor, the principal amount of any Escrow Funds received by the Escrow Agent after the Final Closing Date and shall cease to accept any additional Escrow Funds.

Disbursement of Proceeds. Escrow Agent shall hold and disburse the Escrow Funds in accordance with the following procedures: (a) Subject to the provisions of Section 2.1(b) through Section 2.1(f2.1(e), in the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Dealer in the form of Exhibit “A” attached hereto, the Escrow Agent shall disburse by wire transfer the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below)), in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one (1) business day of the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for the Escrow Agent to process such instructions that business day. (b) Escrow Agent shall continue to accept deposits of additional Payments until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted Subscriptions for the Maximum Offering, or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Escrow Funds. Promptly from and after the Final Closing Date, the Escrow Agent shall return directly to the Investor, the principal amount of any Escrow Funds received by the Escrow Agent after the Final Closing Date and shall cease to accept any additional Escrow Funds.

Disbursement of Proceeds. Escrow Agent shall hold and disburse the Escrow Funds in accordance with the following procedures: (a) Subject to the provisions of Section 2.1(b) through Section 2.1(f), in the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Broker Dealer in the form of Exhibit “A” A attached hereto, the Escrow Agent shall disburse (by wire transfer or such other reasonable method of payment requested by the Company) the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below))instructions, in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one (1) business day of the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard Pacific time on a business day for the Escrow Agent to process such instructions that business day. From and after the Initial Closing Date to and including the Final Closing Date (as hereinafter defined), the Escrow Agent shall promptly disburse to the Company the principal amount of any Escrow Funds as and when received by the Escrow Agent as Collected Funds, whether or not the applicable Subscription Agreement has been accepted by the Company or provided to the Escrow Agent. (b) Escrow Agent shall continue to accept deposits of additional Payments Escrow Funds until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted Subscriptions for the Maximum Offering, Offering or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Escrow Funds. Promptly from and after the Final Closing Date, the Escrow Agent shall return directly to the Investor, the principal amount of any Escrow Funds received by the Escrow Agent after the Final Closing Date and shall cease to accept any additional Escrow Funds. (c) If the Company and the Managing Broker-Dealer give written notice to the Escrow Agent of the termination of the Offering, in the form of Exhibit B attached hereto, then promptly after such notification, the Escrow Agent shall return, as a complete distribution, each Investor’s Escrow Funds, without deduction, penalty, or expense, to such Investor by check to the address provided for each such Investor pursuant to Section 1.3(a); provided, however, that to the extent an Investor’s Escrow Funds were received from a qualified intermediary, such funds shall be returned to such qualified intermediary. In the event of the termination of the Offering pursuant to this Section 2.1(c), the Escrow Funds shall not under any circumstance be returned to the Soliciting Dealers or the Company. The Company represents, warrants, and agrees that the Escrow Funds returned to each Investor (or to such Investor’s qualified intermediary) are and shall be free and clear of any and all claims of the Company and its creditors.

Disbursement of Proceeds. Escrow Agent shall hold and disburse (i) On a weekly basis (or more frequently, if requested by the Escrow Funds in accordance with the following procedures: (a) Subject to the provisions of Section 2.1(b) through Section 2.1(fCompany), in and at the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Dealer in the form of Exhibit “A” attached hereto, the Escrow Agent shall disburse by wire transfer the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below)), in accordance with such written instructions. We refer to the date end of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one third (13rd) business day of following the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for the Escrow Agent to process such instructions that business day. (b) Escrow Agent shall continue to accept deposits of additional Payments until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted Subscriptions for the Maximum Offering, or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Escrow Funds. Promptly from and after the Final Closing Minimum Subscription Termination Date, the Escrow Agent shall return notify the Company of the amount of Subscription Payments the Escrow Agent has received as of such date (the “Collected Funds”). If at any time prior to the Minimum Subscription Termination Date the Collected Funds ( from all sources but exclusive of any Subscription Payments received from entities which the Company has notified the Escrow Agent are affiliated with the Company) are equal to or greater than the Minimum Subscription, the Escrow Agent shall promptly deliver a written notice to the Company and the Dealer Manager stating that the Collected Funds are equal to or greater than the Minimum Subscription (the “Minimum Subscription Notice”). After receipt of the Minimum Subscription Notice, the Company and the Dealer Manager shall deliver to the Escrow Agent a written instruction that provides for the Company’s acceptance of the Minimum Subscription and the delivery of all Collected Funds in the Escrow Account to the Company (the “Disbursement Instruction”). The Escrow Agent shall deliver all Collected Funds in the Escrow Account and all earnings thereon to the Company in the manner set forth in the Disbursement Instruction. Following such disbursement, the Escrow Account shall terminate and thereafter the Escrow Agent shall forward directly to the InvestorCompany, upon receipt, any Payment Instruments or wire transfers received from Subscribers. (ii) If on the Minimum Subscription Termination Date the Collected Funds are not greater than or equal to the Minimum Subscription, the principal Escrow Agent shall (a) promptly notify the Company and the Dealer Manager immediately following the Minimum Subscription Termination Date and (b) within a reasonable time following the Minimum Subscription Termination Date, but in no event more than thirty (30) days after the Minimum Subscription Termination Date, refund to each Subscriber (x) by check and by first-class mail, the amount of the Subscription Payment paid by such Subscriber (together with any interest or income earned thereon) or (y) the Payment Instrument delivered to the Escrow Funds received Agent with respect to any Subscription Payment paid by such Subscriber if such Payment Instrument has not been processed for collection prior to such time. (iii) No later than five (5) business days after receipt by the Escrow Agent after of notice from the Final Closing Date Company or Dealer Manager that the Company intends to reject an investor’s subscription, the Escrow Agent shall (a) pay, by check and shall cease by first-class mail, the amount of the ES-003 (07/09) Page 3 of l2 Subscription Payment paid by such Subscriber (together with any interest or income earned thereon), or (b) deliver the Payment Instrument delivered to accept the Escrow Agent with respect to any additional Escrow FundsSubscription Payment paid by such Subscriber if such Payment Instrument has not been processed for collection prior to such time.

Disbursement of Proceeds. On a weekly basis, and at the end of the third business day following the Minimum Subscription Termination Date (and more frequently, if requested by the Company), the Escrow Agent shall hold and disburse notify the Escrow Company of the amount of Payment Instruments received since the last report (the “Collected Funds”). If the Collected Funds are in accordance with an amount equal to or greater than the following procedures: (a) Subject Minimum Amount at any time prior to the provisions of Section 2.1(bMinimum Subscription Termination Date, and the Company has delivered a written notice (the “Notice”) through Section 2.1(f), in stating that the event Escrow Agent receives Company has received Collected Funds for the Minimum Offering Amount of Shares, then the Escrow Agent shall pay out the Collected Funds and all earnings thereon to the Company when and as directed by the Notice. Following such disbursement, the Escrow Account shall close and thereafter the Escrow Agent shall forward directly to the Company, upon receipt, any subscription documents and Payment Instruments received from Subscribers. If the Minimum Amount has not been attained prior to the termination Minimum Subscription Termination Date, the Escrow Agent shall, within a reasonable time following the Minimum Subscription Termination Date, but in no event more than thirty (30) days after the Minimum Subscription Termination Date, refund to each of this Agreementthe Subscribers all sums paid by the Subscribers, with a pro-rata portion of any interest earned thereon, unless, prior to such Minimum Subscription Termination Date, the Minimum Subscription Termination Date has been extended by the Company for up to an additional 120 days. The Company shall provide written notice to the Escrow Agent of any such Minimum Subscription Termination Date extension. In the event that on the Minimum Subscription Termination Date, the Escrow Agent is not in receipt of evidence of subscriptions accepted on or before such date, and for any point thereafter, and from time Subscription Payments dated not later than that date (or actual wired funds) at least equal to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Dealer in the form of Exhibit “A” attached heretoMinimum Amount, the Escrow Agent shall disburse by wire transfer promptly notify the principal amount of all Escrow Funds then held by Escrow AgentCompany and the Dealer Manager, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below)), in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one (1) business day of the Escrow Agent’s receipt of such written instructions, which must be received by and the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for shall promptly return all funds received in full directly to the Escrow Agent investors, together with their pro rata share of any interest earned thereon, pursuant to process such instructions that business day. (b) Escrow Agent shall continue to accept deposits of additional Payments until a date (made by the “Final Closing Date”) which is Company or the earlier of (i) Dealer Manager, upon the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted Subscriptions for the Maximum Offering, or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Escrow Funds. Promptly from and after the Final Closing Date, the Escrow Agent shall return directly to the Investor, the principal amount of any Escrow Funds received by the Escrow Agent after the Final Closing Date and shall cease to accept any additional Escrow Fundsmay conclusively rely.

Disbursement of Proceeds. Escrow Agent shall hold and disburse the Escrow Funds in accordance with the following procedures: (a) Subject to the provisions of Section 2.1(b) through Section 2.1(f), in the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Dealer in the form of Exhibit “A” attached hereto, the Escrow Agent shall disburse by wire transfer the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below)), in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one (1) business day of the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for the Escrow Agent to process such instructions that business day. (b) Escrow Agent shall continue to accept deposits of additional Payments until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted Subscriptions for the Maximum Offering, or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Escrow Funds. Promptly from and after the Final Closing Date, the Escrow Agent shall return directly to the Investor, the principal amount of any Escrow Funds received by the Escrow Agent after the Final Closing Date and shall cease to accept any additional Escrow Funds.

Disbursement of Proceeds. Escrow Agent shall hold and disburse the Escrow Funds in accordance with the following procedures: (a) Subject to the provisions of Section 2.1(b) through Section 2.1(f), in the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Dealer BOR in the form of Exhibit “A” attached hereto, the Escrow Agent shall disburse (by wire transfer or by a check payable to the appropriate payee(s)) the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below))instructions, in accordance with such written instructions. We refer to the date of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one (1) business day of the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for the Escrow Agent to process such instructions that business day. From and after the Initial Closing Date to and including the Final Closing Date (as hereinafter defined), the Escrow Agent shall promptly disburse to the Company the principal amount of any Escrow Funds as and when received by the Escrow Agent as Collected Funds, whether or not the applicable Subscription Agreement has been accepted by the Company or provided to the Escrow Agent. (b) Escrow Agent shall continue to accept deposits of additional Payments Escrow Funds until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted Subscriptions for the Maximum Offering, or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Escrow Funds. Promptly from and after the Final Closing Date, the Escrow Agent shall return directly to the Investor, the principal amount of any Escrow Funds received by the Escrow Agent after the Final Closing Date and shall cease to accept any additional Escrow Funds.

Disbursement of Proceeds. Escrow Agent shall hold and disburse (i) On a weekly basis (or more frequently, if requested by the Escrow Funds in accordance with the following procedures: (a) Subject to the provisions of Section 2.1(b) through Section 2.1(fCompany), in and at the event Escrow Agent receives Collected Funds for the Minimum Offering prior to the termination of this Agreement, and for any point thereafter, and from time to time, promptly after the Escrow Agent’s receipt of written instructions from both the Company and the Managing Broker-Dealer in the form of Exhibit “A” attached hereto, the Escrow Agent shall disburse by wire transfer the principal amount of all Escrow Funds then held by Escrow Agent, or such lesser amount as may be specified in such written instructions (but not less than the amount covered by Minimum Offering for the Initial Closing Date (as defined below)), in accordance with such written instructions. We refer to the date end of the initial disbursement of proceeds under this Section 2.1(a) as the “Initial Closing Date”. Escrow Funds shall be distributed within one third (13rd) business day of following the Escrow Agent’s receipt of such written instructions, which must be received by the Escrow Agent no later than 1:00 p.m. Central Standard time on a business day for the Escrow Agent to process such instructions that business day. (b) Escrow Agent shall continue to accept deposits of additional Payments until a date (the “Final Closing Date”) which is the earlier of (i) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, that the Company has accepted Subscriptions for the Maximum Offering, or (ii) the date on which the Escrow Agent receives written notification, signed by an Authorized Representative of the Company, of the Company’s determination of a final closing date for receipt of Escrow Funds. Promptly from and after the Final Closing Minimum Subscription Termination Date, the Escrow Agent shall return notify the Company of the amount of Subscription Payments the Escrow Agent has received as of such date (the “Collected Funds”). If at any time prior to the Minimum Subscription Termination Date the Collected Funds (from all sources but exclusive of any Subscription Payments received from entities which the Company has notified the Escrow Agent are affiliated with the Company) are equal to or greater than the Minimum Subscription, the Escrow Agent shall promptly deliver a written notice to the Company and the Dealer Manager stating that the Collected Funds are equal to or greater than the Minimum Subscription (the “Minimum Subscription Notice”). After receipt of the Minimum Subscription Notice, the Company and the Dealer Manager shall deliver to the Escrow Agent a written instruction that provides for the Company’s acceptance of the Minimum Subscription and the delivery of all Collected Funds in the Escrow Account to the Company (the “Disbursement Instruction”). The Escrow Agent shall deliver all Collected Funds in the Escrow Account and all earnings thereon to the Company in the manner set forth in the Disbursement Instruction. Following such disbursement, the Escrow Account shall terminate and thereafter the Escrow Agent shall forward directly to the InvestorCompany, upon receipt, any Payment Instruments or wire transfers received from Subscribers. (ii) If on the principal amount of any Escrow Minimum Subscription Termination Date the Collected Funds received by are not greater than or equal to the Minimum Subscription, the Escrow Agent shall (a) promptly notify the Company and the Dealer Manager immediately following the Minimum Subscription Termination Date and (b) within a reasonable time following the Minimum Subscription Termination Date, but in no event more than thirty (30) days after the Final Closing Date Minimum Subscription Termination Date, refund to each Subscriber (x) by check and by first-class mail, the amount of the Subscription Payment paid by such Subscriber (together with any interest or income earned thereon) or (y) the Payment Instrument delivered to the Escrow Agent with respect to any Subscription Payment paid by such Subscriber if such Payment Instrument has not been processed for collection prior to such time. (iii) No later than five (5) business days after receipt by Escrow Agent of notice from Company or Dealer Manager that the Company intends to reject an investor’s subscription, the Escrow Agent shall cease (a) pay, by check and by first-class mail, the amount of the Subscription Payment paid by such Subscriber (together with any interest or income earned thereon), or (b) deliver the Payment Instrument delivered to accept the Escrow Agent with respect to any additional Escrow FundsSubscription Payment paid by such Subscriber if such Payment Instrument has not been processed for collection prior to such time.