Common use of Distribution of the Escrowed Funds Clause in Contracts

Distribution of the Escrowed Funds. (1) Subject to the provisions of Sections 2(b)(2)-(4) below: (A) Once the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, the Escrow Agent shall promptly notify the Company and, upon receiving written instructions and certification of approval by the Company that the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares (other than any funds received from Pennsylvania Subscribers which cannot be released until the conditions of Section 3 have been met), together with any interest thereon. For purposes of this Agreement, the term “collected funds” shall mean all funds received by the Escrow Agent that have cleared normal banking channels and are in the form of cash or a cash equivalent. After the satisfaction of the aforementioned provisions of this Section 2(b)(1)(A), in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but such proceeds (other than any funds received from Pennsylvania Subscribers) are not subject to this Agreement and at the instruction of the Company to the Escrow Agent shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Transfer Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (B) In order to induce the Escrow Agent to deposit into the Deposit Account any instruments for payment payable to the Escrow Agent, the Company warrants and represents that any subscription agreement or other disclosure provided to a subscriber of Shares shall specify that, notwithstanding such instruments for payment naming the Escrow Agent as payee thereon, it shall not be maintained in an escrow account with the Escrow Agent after the Required Capital (or Pennsylvania Required Capital, as applicable, and as defined below) has been achieved. (2) Within four (4) business days prior to the Threshold Date, the Escrow Agent shall promptly notify the Company if collected funds in the Escrow Account are not an amount equal to or greater than the Required Capital. The Company agrees that it will provide, or cause to be provided, to the Escrow Agent an executed Form W-9 for each Subscriber by the end of the ninth (9th) day following the date of such notice if interest will be payable to any such Subscribers. On the tenth (10th) day following the date of such notice, the Escrow Agent shall promptly return directly to each Subscriber the collected funds deposited in the Escrow Account on behalf of such Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, in each case, together with interest in the amounts calculated pursuant to Section 2(b)(4) for each Subscriber at the address provided by the Dealer Manager or the Company. However, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected. (3) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber. (4) If the Company determines that interest will be payable to Subscribers as provided in Section 2(b)(2), Section 3, or Section 6 hereof, the Company agrees that it will inquire of the Escrow Agent whether the Escrow Agent is in possession of all Subscribers’ executed Forms W-9 or such Subscribers’ federal tax identification numbers provided by the Company, and agrees that it will not accept subscriptions of any Subscriber for which the Escrow Agent is not in possession of an executed Form W-9 provided by the Company, provided that the Escrow Agent has so informed the Company. The Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. The Escrow Agent shall issue checks for interest earned on subscription proceeds and IRS Forms 1099 relating thereto to Subscribers. If an investor fails to remit an executed Form W-9 to the Escrow Agent prior to the date the Escrow Agent returns such funds, the Escrow Agent shall withhold 30% of the earnings attributable to such investor’s funds, in accordance with United States Treasury regulations.

Distribution of the Escrowed Funds. (1) Subject to the provisions of Sections 2(b)(2)-(4) below: (A) Once the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, the Escrow Agent shall promptly notify the Company and, upon receiving written instructions and certification of approval by the Company that the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares (other than any funds received from Pennsylvania Washington Subscribers which cannot be released until the conditions of Section 3 have been met), together with any interest thereon. For purposes of this Agreement, the term “collected funds” shall mean all funds received by the Escrow Agent that have cleared normal banking channels and are in the form of cash or a cash equivalent. After the satisfaction of the aforementioned provisions of this Section 2(b)(1)(A), in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but such proceeds (other than any funds received from Pennsylvania Washington Subscribers) are not subject to this Agreement and at the instruction of the Company to the Escrow Agent shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Transfer Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (B) In order to induce the Escrow Agent to deposit into the Deposit Account any instruments for payment payable to the Escrow Agent, the Company warrants and represents that any subscription agreement or other disclosure provided to a subscriber of Shares shall specify that, notwithstanding such instruments for payment naming the Escrow Agent as payee thereon, it shall not be maintained in an escrow account with the Escrow Agent after the Required Capital (or Pennsylvania Washington Required Capital, as applicable, and as defined below) has been achieved. (2) Within four (4) business days prior to the Threshold Date, the Escrow Agent shall promptly notify the Company if collected funds in the Escrow Account are not an amount equal to or greater than the Required Capital. The Company agrees that it will provide, or cause to be provided, to the Escrow Agent an executed Form W-9 for each Subscriber by the end of the ninth (9th) day following the date of such notice if interest will be payable to any such Subscribers. On the tenth (10th) day following the date of such notice, the Escrow Agent shall promptly return directly to each Subscriber the collected funds deposited in the Escrow Account on behalf of such Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, in each case, together with interest in the amounts calculated pursuant to Section 2(b)(4) for each Subscriber at the address provided by the Dealer Manager or the Company. However, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected. (3) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber. (4) If the Company determines that interest will be payable to Subscribers as provided in Section 2(b)(2), Section 3, ) or Section 6 5 hereof, the Company agrees that it will inquire of the Escrow Agent whether the Escrow Agent is in possession of all Subscribers’ executed Forms W-9 or such Subscribers’ federal tax identification numbers provided by the Company, and agrees that it will not accept subscriptions of any Subscriber for which the Escrow Agent is not in possession of an executed Form W-9 provided by the Company, provided that the Escrow Agent has so informed the Company. The Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. The Escrow Agent shall issue checks for interest earned on subscription proceeds and IRS Forms 1099 relating thereto to Subscribers. If an investor fails to remit an executed Form W-9 to the Escrow Agent prior to the date the Escrow Agent returns such funds, the Escrow Agent shall withhold 30% of the earnings attributable to such investor’s funds, in accordance with United States Treasury regulations.

Distribution of the Escrowed Funds. (1) Subject to the provisions of Sections 2(b)(2)-(4) below: (A) Once the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, the Escrow Agent shall promptly notify the Company and, upon receiving written instructions and certification of approval by the Company that the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares (other than any funds received from Pennsylvania Subscribers which cannot be released until the conditions of Section 3 have been met and funds received from Washington Subscribers which cannot be released until the conditions of Section 4 have been met), together with any interest thereon. For purposes of this Agreement, the term “collected funds” shall mean all funds received by the Escrow Agent that have cleared normal banking channels and are in the form of cash or a cash equivalent. After the satisfaction of the aforementioned provisions of this Section 2(b)(1)(A), in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but such proceeds (other than any funds received from Pennsylvania Subscribers and Washington Subscribers) are not subject to this Agreement and at the instruction of the Company to the Escrow Agent shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Transfer Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (B) In order to induce the Escrow Agent to deposit into the Deposit Account any instruments for payment payable to the Escrow Agent, the Company warrants and represents that any subscription agreement or other disclosure provided to a subscriber of Shares shall specify that, notwithstanding such instruments for payment naming the Escrow Agent as payee thereon, it shall not be maintained in an escrow account with the Escrow Agent after the Required Capital (or Pennsylvania Required Capital or Washington Required Capital, as applicable, and as defined below) has been achieved. (2) Within four (4) business days prior to the Threshold Date, the Escrow Agent shall promptly notify the Company if collected funds in the Escrow Account are not an amount equal to or greater than the Required Capital. The Company agrees that it will provide, or cause to be provided, to the Escrow Agent an executed Form W-9 for each Subscriber by the end of the ninth (9th) day following the date of such notice if interest will be payable to any such Subscribers. On the tenth (10th) day following the date of such notice, the Escrow Agent shall promptly return directly to each Subscriber the collected funds deposited in the Escrow Account on behalf of such Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, in each case, together with interest in the amounts calculated pursuant to Section 2(b)(4) for each Subscriber at the address provided by the Dealer Manager or the Company. However, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected. (3) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber. (4) If the Company determines that interest will be payable to Subscribers as provided in Section 2(b)(2), Section 3, Section 4, or Section 6 7 hereof, the Company agrees that it will inquire of the Escrow Agent whether the Escrow Agent is in possession of all Subscribers’ executed Forms W-9 or such Subscribers’ federal tax identification numbers provided by the Company, and agrees that it will not accept subscriptions of any Subscriber for which the Escrow Agent is not in possession of an executed Form W-9 provided by the Company, provided that the Escrow Agent has so informed the Company. The Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. The Escrow Agent shall issue checks for interest earned on subscription proceeds and IRS Forms 1099 relating thereto to Subscribers. If an investor fails to remit an executed Form W-9 to the Escrow Agent prior to the date the Escrow Agent returns such funds, the Escrow Agent shall withhold 30% of the earnings attributable to such investor’s funds, in accordance with United States Treasury regulations.

Distribution of the Escrowed Funds. (1) Subject to the provisions of Sections 2(b)(2)-(4) below: (A) Once the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, the Escrow Agent shall promptly notify the Company and, upon receiving written instructions and certification of approval by the Company that the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares (other than any funds received from Pennsylvania Subscribers which cannot be released until the conditions of Section 3 have been met and funds received from Washington Subscribers which cannot be released until the conditions of Section 4 have been met), together with any interest thereon. For purposes of this Agreement, the term “collected funds” shall mean all funds received by the Escrow Agent that have cleared normal banking channels and are in the form of cash or a cash equivalent. After the satisfaction of the aforementioned provisions of this Section 2(b)(1)(A), in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but such proceeds (other than any funds received from Pennsylvania Subscribers and Washington Subscribers) are not subject to this Agreement and at the instruction of the Company to the Escrow Agent shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Transfer Agent (the ““ Deposit AccountAccount ”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (B) In order to induce the Escrow Agent to deposit into the Deposit Account any instruments for payment payable to the Escrow Agent, the Company warrants and represents that any subscription agreement or other disclosure provided to a subscriber of Shares shall specify that, notwithstanding such instruments for payment naming the Escrow Agent as payee thereon, it shall not be maintained in an escrow account with the Escrow Agent after the Required Capital (or Pennsylvania Required Capital or Washington Required Capital, as applicable, and as defined below) has been achieved. (2) Within four (4) business days prior to the Threshold Date, the Escrow Agent shall promptly notify the Company if collected funds in the Escrow Account are not an amount equal to or greater than the Required Capital. The Company agrees that it will provide, or cause to be provided, to the Escrow Agent an executed Form W-9 W‑9 for each Subscriber by the end of the ninth (9th) day following the date of such notice if interest will be payable to any such Subscribers. On the tenth (10th) day following the date of such notice, the Escrow Agent shall promptly return directly to each Subscriber the collected funds deposited in the Escrow Account on behalf of such Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, in each case, together with interest in the amounts calculated pursuant to Section 2(b)(4) for each Subscriber at the address provided by the Dealer Manager or the Company. However, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected. (3) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber. (4) If the Company determines that interest will be payable to Subscribers as provided in Section 2(b)(2), Section 3, Section 4 or Section 6 7 hereof, the Company agrees that it will inquire of the Escrow Agent whether the Escrow Agent is in possession of all Subscribers’ executed Forms W-9 or such Subscribers’ federal tax identification numbers provided by the Company, and agrees that it will not accept subscriptions of any Subscriber for which the Escrow Agent is not in possession of an executed Form W-9 provided by the Company, provided that the Escrow Agent has so informed the Company. The Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. The Escrow Agent shall issue checks for interest earned on subscription proceeds and IRS Forms 1099 relating thereto to Subscribers. If an investor fails to remit an executed Form W-9 to the Escrow Agent prior to the date the Escrow Agent returns such funds, the Escrow Agent shall withhold 30% of the earnings attributable to such investor’s funds, in accordance with United States Treasury regulations.

Distribution of the Escrowed Funds. (1) Subject to the provisions of Sections 2(b)(2)-(4) below: (A) Once the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, the Escrow Agent shall promptly notify the Company and, upon receiving written instructions and certification of approval by the Company that the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares (other than any funds received from Pennsylvania Subscribers which cannot be released until the conditions of Section 3 have been met), together with any interest thereon. For purposes of this Agreement, the term “collected funds” shall mean all funds received by the Escrow Agent that have cleared normal banking channels and are in the form of cash or a cash equivalent. After the satisfaction of the aforementioned provisions of this Section 2(b)(1)(A), in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but such proceeds (other than any funds received from Pennsylvania Subscribers) are not subject to this Agreement and at the instruction of the Company to the Escrow Agent shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Transfer Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (B) In order to induce the Escrow Agent to deposit into the Deposit Account any instruments for payment payable to the Escrow Agent, the Company warrants and represents that any subscription agreement or other disclosure provided to a subscriber of Shares shall specify that, notwithstanding such instruments for payment naming the Escrow Agent as payee thereon, it shall not be maintained in an escrow account with the Escrow Agent after the Required Capital (or Pennsylvania Required Capital, as applicable, and as defined below) has been achieved. (2) Within four (4) business days prior to the Threshold Date, the Escrow Agent shall promptly notify the Company if collected funds in the Escrow Account are not an amount equal to or greater than the Required Capital. The Company agrees that it will provide, or cause to be provided, to the Escrow Agent an executed Form W-9 W‑9 for each Subscriber by the end of the ninth (9th) day following the date of such notice if interest will be payable to any such Subscribers. On the tenth (10th) day following the date of such notice, the Escrow Agent shall promptly return directly to each Subscriber the collected funds deposited in the Escrow Account on behalf of such Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, in each case, together with interest in the amounts calculated pursuant to Section 2(b)(4) for each Subscriber at the address provided by the Dealer Manager or the Company. However, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected. (3) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber. (4) If the Company determines that interest will be payable to Subscribers as provided in Section 2(b)(2), Section 3, or Section 6 hereof, the Company agrees that it will inquire of the Escrow Agent whether the Escrow Agent is in possession of all Subscribers’ executed Forms W-9 or such Subscribers’ federal tax identification numbers provided by the Company, and agrees that it will not accept subscriptions of any Subscriber for which the Escrow Agent is not in possession of an executed Form W-9 provided by the Company, provided that the Escrow Agent has so informed the Company. The Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. The Escrow Agent shall issue checks for interest earned on subscription proceeds and IRS Forms 1099 relating thereto to Subscribers. If an investor fails to remit an executed Form W-9 to the Escrow Agent prior to the date the Escrow Agent returns such funds, the Escrow Agent shall withhold 30% of the earnings attributable to such investor’s funds, in accordance with United States Treasury regulations.

Distribution of the Escrowed Funds. (1) Subject to the provisions of Sections 2(b)(2)-(4) below: (A) Once the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, the Escrow Agent shall promptly notify the Company and, upon receiving written instructions and certification of approval by the Company that the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, (1) disburse to the Company, by check check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares and (other than 2) disburse to the Subscribers or the Company, as applicable, any funds received from Pennsylvania Subscribers which cannot be released until interest thereon pursuant to the conditions provisions of Section 3 have been met2(b)(4), together with any interest thereon. For purposes of this Agreement, the term “collected funds” shall mean all funds received by the Escrow Agent that have cleared normal banking channels and are in the form of cash or a cash equivalent. After the satisfaction of the aforementioned provisions of this Section 2(b)(1)(A), in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account the Escrow Account generally, but to the extent such proceeds (other than any funds received from Pennsylvania Subscribers) shall not be subject to escrow due to the satisfaction of the aforementioned provisions of this Section 2(b)(1)(A), such proceeds are not subject to this Escrow Agreement and at the instruction of the Company to the Escrow Agent shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Transfer Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Escrow Agreement shall apply to the Deposit Account. (B) In order to induce the Escrow Agent to deposit into the Deposit Account any instruments for payment payable to the Escrow Agent, the Company warrants and represents that any subscription agreement or other disclosure provided to a subscriber of Shares shall specify that, that notwithstanding such instruments for payment naming the Escrow Agent as payee thereon, it shall not be maintained in an escrow account with the Escrow Agent after the Required Capital (or Pennsylvania Required Capital, as applicable, and as defined below) has been achieved. (2) Within four (4) business days prior of the close of business on the date that is one year following commencement of the Offering (such commencement date shall be promptly provided to the Threshold DateEscrow Agent by the Company after the commencement of the Offering), the Escrow Agent shall promptly notify the Company if collected it is not in receipt of deposits for the purchase of Shares providing for total purchase proceeds that equal or exceed the Required Capital (from all sources but exclusive of any funds in received from subscriptions for Shares from entities which the Company has notified the Escrow Account Agent are not an amount equal affiliated with the Advisor to or greater than the Required Capitalextent such subscriptions exceed $750,000). The Company agrees that it will provide, or cause to be provided, to the Escrow Agent an executed Form W-9 for each Subscriber by the end of the ninth (9th) day following the date of such notice if interest will be payable to any such Subscribers. On the tenth (10th) day following the date of such notice, the Escrow Agent shall promptly return directly to each Subscriber the collected funds deposited in the Escrow Account on behalf of such SubscriberSubscriber (unless earlier disbursed in accordance with Section 2(b)(3) below), or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, in each case, together with interest interest, if any, in the amounts calculated pursuant to Section 2(b)(4) 4 for each Subscriber at the address provided by the Dealer Manager or the Company. However, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected. (3) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber. (4) At any time after funds are disbursed upon the Company’s acceptance of subscriptions pursuant to Section 2(b)(1) above on the tenth (10th) day following the date of such acceptance, but except as otherwise provided herein, the Escrow Agent shall promptly provide directly to each Subscriber the amount of the interest payable to the Subscriber, if any. If the Company determines that interest will be payable to Subscribers as provided in Section 2(b)(2), Section 3, or Section 6 hereofSubscribers, the Company agrees that it will inquire of the Escrow Agent whether the Escrow Agent is in possession of all Subscribers’ executed Forms W-9 or such Subscribers’ federal tax identification numbers provided by the Company, and agrees that it will not accept subscriptions of any Subscriber for which the Escrow Agent is not in possession of an executed Form W-9 provided by the Company, provided that the Escrow Agent has so informed the Company. The Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. The foregoing notwithstanding, interest, if any, earned on subscription proceeds will be payable to a Subscriber only if (A) the Subscriber’s funds have been held in escrow by the Escrow Agent for at least 35 days and (B) the Escrow Agent has been in receipt of a subscription agreement properly executed by the Subscriber and otherwise in good order for at least 35 days. Any interest earned on accepted subscription proceeds that is not payable to the Subscriber pursuant to the preceding sentence will be payable to the Company. The Escrow Agent shall issue checks for interest earned in the Escrow Account on subscription proceeds and IRS Forms 1099 relating thereto to Subscribers. If an investor fails to remit an executed Form W-9 to the Escrow Agent prior to the date the Escrow Agent returns such funds, the Escrow Agent shall withhold 30% of the earnings attributable to such investor’s funds, in accordance with United States Treasury regulations.

Distribution of the Escrowed Funds. (1) Subject to the provisions of Sections 2(b)(2)-(4) below: (A) Once the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, the Escrow Agent shall promptly notify the Company and, upon receiving written instructions and certification of approval by the Company that the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares (other than any funds received from Pennsylvania Subscribers which cannot be released until the conditions of Section 3 have been met)Shares, together with any interest thereon. For purposes of this Agreement, the term “collected funds” shall mean all funds received by the Escrow Agent that have cleared normal banking channels and are in the form of cash or a cash equivalent. After the satisfaction of the aforementioned provisions of this Section 2(b)(1)(A), in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but such proceeds (other than any funds received from Pennsylvania Subscribers) are not subject to this Agreement and at the instruction of the Company to the Escrow Agent shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Transfer Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (B) In order to induce the Escrow Agent to deposit into the Deposit Account any instruments for payment payable to the Escrow Agent, the Company warrants and represents that any subscription agreement or other disclosure provided to a subscriber of Shares shall specify that, notwithstanding such instruments for payment naming the Escrow Agent as payee thereon, it shall not be maintained in an escrow account with the Escrow Agent after the Required Capital (or Pennsylvania Required Capital, as applicable, and as defined below) has been achieved. (2) Within four (4) business days prior to the Threshold Date, the Escrow Agent shall promptly notify the Company if collected funds in the Escrow Account are not an amount equal to or greater than the Required Capital. The Company agrees that it will provide, or cause to be provided, to the Escrow Agent an executed Form W-9 for each Subscriber by the end of the ninth (9th) day following the date of such notice if interest will be payable to any such Subscribers. On the tenth (10th) day following the date of such notice, the Escrow Agent shall promptly return directly to each Subscriber the collected funds deposited in the Escrow Account on behalf of such Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, in each case, together with interest in the amounts calculated pursuant to Section 2(b)(4) for each Subscriber at the address provided by the Dealer Manager or the Company. However, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected. (3) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber. (4) If the Company determines that interest will be payable to Subscribers as provided in Section 2(b)(2), Section 3, ) or Section 6 4 hereof, the Company agrees that it will inquire of the Escrow Agent whether the Escrow Agent is in possession of all Subscribers’ executed Forms W-9 or such Subscribers’ federal tax identification numbers provided by the Company, and agrees that it will not accept subscriptions of any Subscriber for which the Escrow Agent is not in possession of an executed Form W-9 provided by the Company, provided that the Escrow Agent has so informed the Company. The Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. The Escrow Agent shall issue checks for interest earned on subscription proceeds and IRS Forms 1099 relating thereto to Subscribers. If an investor fails to remit an executed Form W-9 to the Escrow Agent prior to the date the Escrow Agent returns such funds, the Escrow Agent shall withhold 30% of the earnings attributable to such investor’s funds, in accordance with United States Treasury regulations.

Distribution of the Escrowed Funds. (1) Subject to the provisions of Sections 2(b)(2)-(4) below: (A) Once the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, the Escrow Agent shall promptly notify the Company and, upon receiving written instructions and certification of approval by the Company that the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares (other than any funds received from Pennsylvania Subscribers and New York Subscribers which cannot be released until the conditions of Section 3 and Section 4, respectively, have been met), together with any interest thereon. For purposes of this Agreement, the term “collected funds” shall mean all funds received by the Escrow Agent that have cleared normal banking channels and are in the form of cash or a cash equivalent. After the satisfaction of the aforementioned provisions of this Section 2(b)(1)(A), in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but such proceeds (other than any funds received from Pennsylvania Subscribers and New York Subscribers) are not subject to this Agreement and at the instruction of the Company to the Escrow Agent shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Transfer Agent (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use. No provisions of this Agreement shall apply to the Deposit Account. (B) In order to induce the Escrow Agent to deposit into the Deposit Account any instruments for payment payable to the Escrow Agent, the Company warrants and represents that any subscription agreement or other disclosure provided to a subscriber of Shares shall specify that, notwithstanding such instruments for payment naming the Escrow Agent as payee thereon, it shall not be maintained in an escrow account with the Escrow Agent after the Required Capital (or New York Required Capital or Pennsylvania Required Capital, as applicable, and as defined below) has been achieved. (2) Within four (4) business days prior to of the Threshold Date, the Escrow Agent shall promptly notify the Company if collected funds it is not in receipt of deposits for the Escrow Account are not an amount purchase of Shares providing for total purchase proceeds that equal to or greater than exceed the Required Capital. The Company agrees that it will provide, or cause to be provided, to the Escrow Agent an executed Form W-9 for each Subscriber by the end of the ninth (9th) day following the date of such notice if interest will be payable to any such Subscribers. On the tenth (10th) day following the date of such notice, the Escrow Agent shall promptly return directly to each Subscriber the collected funds deposited in the Escrow Account on behalf of such Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, in each case, together with interest in the amounts calculated pursuant to Section 2(b)(4) for each Subscriber at the address provided by the Dealer Manager or the Company. However, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected. (3) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber. (4) If the Company determines that interest will be payable to Subscribers as provided in Section 2(b)(2), Section 3, 4 or Section 6 hereof, the Company agrees that it will inquire of the Escrow Agent whether the Escrow Agent is in possession of all Subscribers’ executed Forms W-9 or such Subscribers’ federal tax identification numbers provided by the Company, and agrees that it will not accept subscriptions of any Subscriber for which the Escrow Agent is not in possession of an executed Form W-9 provided by the Company, provided that the Escrow Agent has so informed the Company. The Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent. The Escrow Agent shall issue checks for interest earned on subscription proceeds and IRS Forms 1099 relating thereto to Subscribers. [If an investor fails to remit an executed Form W-9 to the Escrow Agent prior to the date the Escrow Agent returns such funds, the Escrow Agent shall withhold 30% of the earnings attributable to such investor’s funds, in accordance with United States Treasury regulationsRegulations.]