Common use of Duties of Escrow Agent; Indemnification Clause in Contracts

Duties of Escrow Agent; Indemnification. 11.1 In the absence of direction by the Manager, all proceeds of the Escrow Account shall be retained in the Escrow Account and reinvested from time to time by the Escrow Agent as provided in Section 5. In the event that any Interest Proceeds remain undistributed at the end of any calendar year, the Escrow Agent shall report to the Internal Revenue Service or such other authority such earnings as have been earned by the Fund. 11.2 The Escrow Agent, in its capacity as escrow agent under this Agreement, shall not have any liability for any loss sustained as a result of any investment or sale of investment made by the Escrow Agent in accordance with this Agreement, in accordance with applicable laws, rules and regulations, pursuant to the direction of the Manager or as a result of any liquidation of any investment prior to its maturity. Any such investment of Escrow Account shall be made in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. 11.3 Any corporation into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Escrow Agent shall be a party, or any corporation to which substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement without further action by the parties. In such event, however, and notwithstanding the provisions of Section 14, the Manager may immediately upon ten (10) days’ written notice remove the Escrow Agent. 11.4 In performing any of its duties under this Agreement, or upon the claimed failure to perform its duties under this Agreement, the Escrow Agent shall not be liable to anyone for any damages, losses, or expenses that it may incur as a result of the Escrow Agent so acting, or failing to act; provided, however, that the Escrow Agent shall be liable for damages arising out of its willful misconduct or gross negligence under this Agreement, as determined by a court of competent jurisdiction. The Escrow Agent shall not incur any such liability with respect to any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by proper person or persons and to conform with the provision of this Agreement. In connection therewith, the Fund, the Manager and MCUSA shall execute authorized signers’ lists substantially in the form of Schedule IV hereto. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with such counsel, accountants, and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken or omitted in good faith upon the advice of such counsel, accountants or other skilled persons. 11.5 The Manager and MCUSA agree to jointly and severally indemnify and hold harmless the Escrow Agent, and its directors, officers, agents and employees, against any and all losses, claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursement which may be incurred by it arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, or resulting from any instruction or act or omission of the Manager, MCUSA, or the Fund; except, that if the Escrow Agent shall be found to have engaged in willful misconduct or gross negligence under this Agreement by any court of competent jurisdiction, then, in that event, the Escrow Agent shall bear all such losses, claims, damages and expenses. The indemnity provided by this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. 11.6 In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement or shall receive instructions, claims, or demands from any party to this Agreement that, in its opinion, conflict with any of the provisions of this Agreement, the Escrow Agent shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties to this Agreement or by a final order or judgment of a court of competent jurisdiction. 11.7 The Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. Neither the Subscription Agreement, nor any other agreement or document shall govern the Escrow Agent even if such other agreement or document is referred to herein, is deposited with, or is otherwise known to, the Escrow Agent. 11.8 IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. 11.9 The parties agree that the Escrow Agent had no role in the preparation of the Subscription Agreement, has not reviewed any such document, and makes no representations or warranties with respect to the information contained therein or omitted therefrom. 11.10 The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Subscription Agreement or the issuance, offering or sale of the Shares. 11.11 The Escrow Agent shall have no duty or obligation to monitor the application and use of the Subscription Funds once transferred to the Fund, that being the sole obligation and responsibility of the Fund and the Manager.

Duties of Escrow Agent; Indemnification. 11.1 In (a) This Agreement expressly and exclusively sets forth the absence of direction by the Manager, all proceeds duties of the Escrow Account Agent with respect to any and all matters pertinent hereto, which duties shall be retained deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Agreement against the Escrow Account and reinvested from time Agent. The Escrow Agent shall in no event be deemed to time by be a fiduciary to the Company, IAA, any Sales Agent, the investors, or any other person or entity under this Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Agreement shall not be construed as provided in Section 5duties. In performing its duties under this Agreement, or upon the event that any Interest Proceeds remain undistributed at the end of any calendar yearclaimed failure to perform its duties, the Escrow Agent shall report not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Escrow Agent’s willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for the failure of the Company, IAA or any Sales Agent to perform in accordance with this Agreement. The Escrow Agent shall have no liability with respect to the Internal Revenue Service transfer or such other authority such earnings as have been earned distribution of any funds affected by the Fund. 11.2 The Escrow Agent, in its capacity as escrow agent under this Agreement, shall not have any liability for any loss sustained as a result of any investment Agent pursuant to wiring or sale of investment made by transfer instructions provided to the Escrow Agent in accordance with the provisions of this Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. (b) No provision of this Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Agreement. (c) This Agreement constitutes the entire agreement between the Escrow Agent and the Company in connection with the subject matter of this Agreement, and no other agreement entered into by the Company, IAA or any Sales Agent related to the subject matter of this Agreement, shall be considered as adopted or binding, in accordance whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be deposited with applicable lawsthe Escrow Agent or the Escrow Agent may have knowledge thereof. (d) The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify the Company, rules IAA, any Sales Agent or any other person or entity interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith unless such notice is explicitly provided for in this Agreement. (e) The Escrow Agent shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and regulationswhat it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Agreement. The Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document. The Escrow Agent shall have no duty or obligation to make any formulaic calculations of any kind hereunder. (f) The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Agreement and the Escrow Agent shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the direction advice of such legal counsel. The Company shall be liable for, and shall promptly pay, upon demand by the Escrow Agent, the reasonable and documented fees and expenses of any such legal counsel. (g) The Company and IAA (individually and as representative of each Sales Agent ) represent and warrant to the Escrow Agent that there is no security interest in the Offering Proceeds or the earnings thereon or any part of the Manager Offering Proceeds or as a result such earnings; no financing statement under the Uniform Commercial Code of any liquidation jurisdiction is on file in any jurisdiction claiming a security interest in or describing, whether specifically or generally, the Offering Proceeds or the earnings thereon or any part of the Offering Proceeds or such earnings; and the Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Offering Proceeds or the earnings thereon or any part of the Offering Proceeds or such earnings or to file any financing statement under the Uniform Commercial Code of any investment jurisdiction with respect to the Offering Proceeds, the earnings thereon or any part thereof. (h) In the event of any disagreement resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to the Company, IAA, any Sales Agent, any investor or any other person or entity for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of the Company, IAA, the Sales Agent, the investor and all other interested persons and entities shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among the Company, IAA, the Sales Agent and all other interested persons and entities, and the Escrow Agent shall have been notified thereof in writing signed by the Company and all such persons and entities. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of an agency of the United States or any political subdivision thereof, or of any agency of any State of the United States or of any political subdivision of any thereof, and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies. The rights of the Escrow Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. In the event of any disagreement or doubt, as described above, the Escrow Agent shall have the right, in addition to the rights described above and at the election of the Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all funds and property held under this Agreement, and the Escrow Agent shall have the right to take such other legal action as may be appropriate or necessary, in the sole discretion of the Escrow Agent. Upon such tender, the Escrow Agent shall be discharged from all further duties under this Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its maturityduties hereunder. (i) The Escrow Agent may resign at any time from its obligations under this Agreement by providing written notice to the Company and IAA. Any such investment of Escrow Account Such resignation shall be made effective on the date set forth in compliance with Rule 15c2-4 such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished. In such event, the Company and IAA shall promptly appoint a successor escrow agent. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Agreement; provided, however, that any such action of the Securities Exchange Act Escrow Agent shall not deprive the Escrow Agent of 1934, as amendedits compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. 11.3 (j) Any corporation entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation entity to which the Escrow Agent shall be a party, all or any corporation to which substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement without further action by act. (k) The Company and IAA (individually and as representative of each Sales Agent) agree to jointly and severally indemnify, defend and hold harmless the parties. In such event, however, Escrow Agent and notwithstanding the provisions each of Section 14, the Manager may immediately upon ten (10) days’ written notice remove the Escrow Agent. 11.4 In performing ’s officers, directors, agents and employees (the “Indemnified Parties”) from and against any of its duties under this Agreementand all losses, or upon the claimed failure to perform its duties under this Agreementliabilities, the Escrow Agent shall not be liable to anyone for any claims, damages, lossesexpenses and costs (including, or expenses that it without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur as a result and which arise directly or indirectly from this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent so acting, or failing to acthereunder; provided, however, that the Escrow Agent no Indemnified Party shall be liable for damages arising out of its willful misconduct or gross negligence under this Agreement, as determined entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction. The Escrow Agent shall not incur any such liability with respect to any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, jurisdiction to have been signed directly caused by such Indemnified Party’s gross negligence or presented by proper person or persons and to conform with the provision willful misconduct. The provisions of this Agreement. In connection therewith, the Fund, the Manager and MCUSA shall execute authorized signers’ lists substantially in the form of Schedule IV hereto. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with such counsel, accountants, and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken or omitted in good faith upon the advice of such counsel, accountants or other skilled persons. 11.5 The Manager and MCUSA agree to jointly and severally indemnify and hold harmless the Escrow Agent, and its directors, officers, agents and employees, against any and all losses, claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursement which may be incurred by it arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, or resulting from any instruction or act or omission of the Manager, MCUSA, or the Fund; except, that if the Escrow Agent shall be found to have engaged in willful misconduct or gross negligence under this Agreement by any court of competent jurisdiction, then, in that event, the Escrow Agent shall bear all such losses, claims, damages and expenses. The indemnity provided by this Section section shall survive the termination of this Agreement and the any resignation or removal of the Escrow Agent. 11.6 In the event (l) The Company and IAA (individually and as representative of each Sales Agent ) acknowledge that the Escrow Agent shall be uncertain is serving as escrow agent for the limited purposes set forth herein and represent, covenant and warrant to its duties or rights under this Agreement or shall receive instructions, claims, or demands from any party to this Agreement that, in its opinion, conflict with any of the provisions of this Agreement, the Escrow Agent shall that no statement or representation, whether oral or in writing, has been or will be entitled made to refrain from taking any action and its sole obligation shall be purchaser or potential purchaser to keep safely all property held the effect that the Escrow Agent has investigated the desirability or advisability of investment in the Units or approved, endorsed or passed upon the merits of such investment or is otherwise involved in any manner with the transactions contemplated hereby, other than as escrow until it shall be directed otherwise in writing by all of the other parties to this Agreement or by a final order or judgment of a court of competent jurisdiction. 11.7 The Escrow Agent’s rights and responsibilities shall be governed solely by agent under this Agreement. Neither It is further agreed that neither the Subscription Agreement, Company nor IAA nor any other agreement Sales Agent shall not use or document shall govern permit the use of the name “SunTrust,” “SunTrust Bank,” “SunTrust Banks, Inc.” or any variation thereof in any sales presentation, placement or offering memorandum or literature pertaining directly or indirectly to the Offering except strictly in the context of the duties of the Escrow Agent even if such other agreement as escrow agent under this Agreement. Any breach or document is referred to herein, is deposited with, or is otherwise known to, violation of the paragraph shall be grounds for immediate termination of this Agreement by the Escrow Agent. 11.8 IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. 11.9 The parties agree that the Escrow Agent had no role in the preparation of the Subscription Agreement, has not reviewed any such document, and makes no representations or warranties with respect to the information contained therein or omitted therefrom. 11.10 The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Subscription Agreement or the issuance, offering or sale of the Shares. 11.11 m) The Escrow Agent shall have no duty or obligation responsibility for determining whether the Units or the offer and sale thereof conform to monitor the application requirements of applicable Federal or state securities laws, including but not limited to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Company and use IAA (individually and as representative of each Sales Agent) represent and warrant to the Escrow Agent that the Units and the Offering will comply in all respects with applicable Federal and state securities laws and further represent and warrant that the Company, IAA and the Sales Agent have obtained and acted upon the advice of legal counsel with respect to such compliance with applicable Federal and state securities laws. The Company and IAA (individually and as representative of each Sales Agent) acknowledge that the Escrow Agent has not participated in the preparation or review of any sales or offering material relating to the Offering or the Units. In addition to any other indemnities provided for in this Agreement, the Company and IAA (individually and as representative of each Sales Agent) jointly and severally agree to defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses incurred by any of the Subscription Funds once transferred Indemnified Parties which directly or indirectly arise from any violation or alleged violation of any Federal or state securities laws; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder with respect to any Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified Party’s gross negligence or willful misconduct. The Company and IAA (individually and as representative of each Sales Agent) hereby agree that the indemnifications and protections afforded the Escrow Agent and the other Indemnified Parties in this section shall survive the termination of this Agreement and any resignation or removal of the Escrow Agent. (n) The Escrow Agent and any director, officer or employee of the Escrow Agent may become pecuniarily interested in any transaction in which the Company, IAA or any Sales Agent may be interested and may contract and lend money to the FundCompany, that being IAA and any Sales Agent and otherwise act as fully and freely as though it were not escrow agent under this Agreement. Nothing herein shall preclude the sole obligation and responsibility of Escrow Agent from acting in any other capacity for the Fund and the ManagerCompany, IAA or any Sales Agent.

Duties of Escrow Agent; Indemnification. 11.1 In (a) This Agreement expressly and exclusively sets forth the absence of direction by the Manager, all proceeds duties of the Escrow Account Agent with respect to any and all matters pertinent hereto, which duties shall be retained deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Agreement against the Escrow Account and reinvested from time Agent. The Escrow Agent shall in no event be deemed to time by be a fiduciary to the Company, the Subscribers, or any other person or entity under this Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Agreement shall not be construed as provided in Section 5duties. In performing its duties under this Agreement, or upon the event that any Interest Proceeds remain undistributed at the end of any calendar yearclaimed failure to perform its duties, the Escrow Agent shall report not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Escrow Agent’s willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for the failure of the Company to perform in accordance with this Agreement. The Escrow Agent shall have no liability with respect to the Internal Revenue Service transfer or such other authority such earnings as have been earned distribution of any funds affected by the Fund. 11.2 The Escrow Agent, in its capacity as escrow agent under this Agreement, shall not have any liability for any loss sustained as a result of any investment Agent pursuant to wiring or sale of investment made by transfer instructions provided to the Escrow Agent in accordance with the provisions of this Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. (b) No provision of this Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Agreement. (c) This Agreement constitutes the entire agreement between the Escrow Agent and the Company in connection with the subject matter of this Agreement, and no other agreement entered into by the Company related to the subject matter of this Agreement, including, without limitation, the Subscription Agreements, shall be considered as adopted or binding, in accordance whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be deposited with applicable lawsthe Escrow Agent or the Escrow Agent may have knowledge thereof. (d) The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify the Company or any other person or entity interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith unless such notice is explicitly provided for in this Agreement. (e) The Escrow Agent shall be protected in acting upon any written instruction, rules notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and regulationswhat it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Agreement. The Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document. The Escrow Agent shall have no duty or obligation to make any formulaic calculations of any kind hereunder. (f) The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Agreement and the Escrow Agent shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the direction advice of such legal counsel. The Company shall be liable for, and shall promptly pay, upon demand by the Escrow Agent, the reasonable and documented fees and expenses of any such legal counsel. (g) The Company represents and warrants to the Escrow Agent that there is no security interest in the Subscription Proceeds or the earnings thereon or any part of the Manager Subscription Proceeds or as a result such earnings; no financing statement under the Uniform Commercial Code of any liquidation jurisdiction is on file in any jurisdiction claiming a security SunTrust Bank Escrow Services Subscription Escrow 5.2014 interest in or describing, whether specifically or generally, the Subscription Proceeds or the earnings thereon or any part of the Subscription Proceeds or such earnings; and the Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Subscription Proceeds or the earnings thereon or any part of the Subscription Proceeds or such earnings or to file any financing statement under the Uniform Commercial Code of any investment jurisdiction with respect to the Subscription Proceeds, the earnings thereon or any part thereof. (h) In the event of any disagreement resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to the Company, any Subscriber or any other person or entity for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of the Company, the Subscribers and all other interested persons and entities shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among the Company and all other interested persons and entities, and the Escrow Agent shall have been notified thereof in writing signed by the Company and all such persons and entities. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of an agency of the United States or any political subdivision thereof, or of any agency of any State of the United States or of any political subdivision of any thereof, and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies. The rights of the Escrow Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. In the event of any disagreement or doubt, as described above, the Escrow Agent shall have the right, in addition to the rights described above and at the election of the Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all funds and property held under this Agreement, and the Escrow Agent shall have the right to take such other legal action as may be appropriate or necessary, in the sole discretion of the Escrow Agent. Upon such tender, the Escrow Agent shall be discharged from all further duties under this Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its maturityduties hereunder. (i) The Escrow Agent may resign at any time from its obligations under this Agreement by providing written notice to the Company. Any such investment of Escrow Account Such resignation shall be made effective on the date set forth in compliance with Rule 15c2-4 such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished. In such event, the Company shall promptly appoint a successor escrow agent. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Agreement; provided, however, that any such action of the Securities Exchange Act Escrow Agent shall not deprive the Escrow Agent of 1934, as amendedits compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. 11.3 (j) Any corporation entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation entity to which the Escrow Agent shall be a party, all or any corporation to which substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement without further action by act. (k) The Company agrees to indemnify, defend and hold harmless the parties. In such event, however, Escrow Agent and notwithstanding the provisions each of Section 14, the Manager may immediately upon ten (10) days’ written notice remove the Escrow Agent. 11.4 In performing ’s officers, directors, agents and employees (the “Indemnified Parties”) from and against any of its duties under this Agreementand all losses, or upon the claimed failure to perform its duties under this Agreementliabilities, the Escrow Agent shall not be liable to anyone for any claims, damages, lossesexpenses and costs (including, or expenses that it without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur as a result and which arise directly or indirectly from this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent so acting, or failing to acthereunder; provided, however, that the Escrow Agent no Indemnified Party shall be liable for damages arising out of its willful misconduct or gross negligence under this Agreement, as determined entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction. The Escrow Agent shall not incur any such liability with respect to any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, jurisdiction to have been signed directly caused by such Indemnified Party’s gross negligence or presented by proper person or persons and to conform with the provision willful misconduct. The provisions of this Agreement. In connection therewith, the Fund, the Manager and MCUSA shall execute authorized signers’ lists substantially in the form of Schedule IV hereto. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with such counsel, accountants, and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken or omitted in good faith upon the advice of such counsel, accountants or other skilled persons. 11.5 The Manager and MCUSA agree to jointly and severally indemnify and hold harmless the Escrow Agent, and its directors, officers, agents and employees, against any and all losses, claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursement which may be incurred by it arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, or resulting from any instruction or act or omission of the Manager, MCUSA, or the Fund; except, that if the Escrow Agent shall be found to have engaged in willful misconduct or gross negligence under this Agreement by any court of competent jurisdiction, then, in that event, the Escrow Agent shall bear all such losses, claims, damages and expenses. The indemnity provided by this Section section shall survive the termination of this Agreement and the any resignation or removal of the Escrow Agent. 11.6 In the event (l) The Company acknowledges that the Escrow Agent shall be uncertain is serving as escrow agent for the limited purposes set forth herein and represents, covenants and warrants to its duties or rights under this Agreement or shall receive instructions, claims, or demands from any party to this Agreement that, in its opinion, conflict with any of the provisions of this Agreement, the Escrow Agent shall that no statement or representation, whether oral or in writing, has been or will be entitled made to refrain from taking any action and its sole obligation shall be Subscriber to keep safely all property held the effect that the Escrow Agent has investigated the desirability or advisability of investment in the Shares or approved, endorsed or passed upon the merits of such investment or is otherwise involved in any manner with the transactions contemplated hereby, other than as escrow until it shall be directed otherwise in writing by all of the other parties to this Agreement or by a final order or judgment of a court of competent jurisdiction. 11.7 The Escrow Agent’s rights and responsibilities shall be governed solely by agent under this Agreement. Neither It is further agreed that the Company shall not use or permit the use of the name SunTrust Bank Escrow Services Subscription AgreementEscrow 5.2014 “SunTrust,” “SunTrust Bank,” “SunTrust Banks, nor Inc.” or any other agreement variation thereof in any sales presentation, placement or document shall govern offering memorandum or literature pertaining directly or indirectly to the Offering except strictly in the context of the duties of the Escrow Agent even if such other agreement as escrow agent under this Agreement. Any breach or document is referred to herein, is deposited with, or is otherwise known to, violation of the paragraph shall be grounds for immediate termination of this Agreement by the Escrow Agent. 11.8 IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. 11.9 The parties agree that the Escrow Agent had no role in the preparation of the Subscription Agreement, has not reviewed any such document, and makes no representations or warranties with respect to the information contained therein or omitted therefrom. 11.10 The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Subscription Agreement or the issuance, offering or sale of the Shares. 11.11 m) The Escrow Agent shall have no duty or obligation responsibility for determining whether the Shares or the offer and sale thereof conform to monitor the application requirements of applicable Federal or state securities laws, including but not limited to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Company represents and use warrants to the Escrow Agent that the Shares and the Offering will comply in all respects with applicable Federal and state securities laws and further represents and warrants that the Company has obtained and acted upon the advice of legal counsel with respect to such compliance with applicable Federal and state securities laws. The Company acknowledges that the Escrow Agent has not participated in the preparation or review of any sales or offering material relating to the Offering or the Shares. In addition to any other indemnities provided for in this Agreement, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any and all Losses incurred by any of the Subscription Funds once transferred Indemnified Parties which directly or indirectly arise from any violation or alleged violation of any Federal or state securities laws; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder with respect to any Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified Party’s gross negligence or willful misconduct. The Company hereby agrees that the indemnifications and protections afforded the Escrow Agent and the other Indemnified Parties in this section shall survive the termination of this Agreement and any resignation or removal of the Escrow Agent. (n) The Escrow Agent and any director, officer or employee of the Escrow Agent may become pecuniarily interested in any transaction in which the Company may be interested and may contract and lend money to the Fund, that being Company and otherwise act as fully and freely as though it were not escrow agent under this Agreement. Nothing herein shall preclude the sole obligation and responsibility of Escrow Agent from acting in any other capacity for the Fund and the ManagerCompany.

Duties of Escrow Agent; Indemnification. 11.1 In (a) This Agreement expressly and exclusively sets forth the absence of direction by the Manager, all proceeds duties of the Escrow Account Agent with respect to any and all matters pertinent hereto, which duties shall be retained deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Agreement against the Escrow Account and reinvested from time Agent. The Escrow Agent shall in no event be deemed to time by be a fiduciary to the Company, the Placement Agent, the Subscribers, or any other person or entity under this Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Agreement shall not be construed as provided in Section 5duties. In performing its duties under this Agreement, or upon the event that any Interest Proceeds remain undistributed at the end of any calendar yearclaimed failure to perform its duties, the Escrow Agent shall report not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Escrow Agent’s willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for the failure of the Company or the Placement Agent to take any action in accordance with this Agreement. Any wire transfers of funds made by the Escrow Agent pursuant to this Escrow Agreement will be made subject to and in accordance with the Escrow Agent’s usual and ordinary wire transfer procedures in effect from time to time. The Escrow Agent shall have no liability with respect to the Internal Revenue Service transfer or such other authority such earnings as have been earned distribution of any funds affected by the Fund. 11.2 The Escrow Agent, in its capacity as escrow agent under this Agreement, shall not have any liability for any loss sustained as a result of any investment Agent pursuant to wiring or sale of investment made by transfer instructions provided to the Escrow Agent in accordance with the provisions of this Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. (b) The Company and the Placement Agent acknowledge and agree that the Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part thereof, or of any person executing or depositing such subject matter. No provision of this Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Agreement. (c) This Agreement constitutes the entire agreement between the Escrow Agent and the Company and the Placement Agent in connection with the subject matter of this Agreement, and no other agreement entered into by the Company or the Placement Agent related to the subject matter of this Agreement, including, without limitation, the Subscription Agreements, shall be considered as adopted or binding, in accordance whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be deposited with applicable lawsthe Escrow Agent or the Escrow Agent may have knowledge thereof. (d) The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify the Company, rules the Placement Agent or any other person or entity interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith unless such notice is explicitly provided for in this Agreement. (e) The Escrow Agent shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and regulationswhat it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Agreement. The Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document. The Escrow Agent shall have no duty or obligation to make any formulaic calculations of any kind hereunder. (f) The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Agreement and the Escrow Agent shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the direction advice of such legal counsel. The Company shall be liable for and shall promptly pay upon demand by the Escrow Agent the reasonable and documented fees and expenses of any such legal counsel. (g) The Company represents and warrants to the Escrow Agent that there is no security interest in the Subscription Proceeds or the earnings thereon or any part of the Manager Subscription Proceeds or as a result such earnings; no financing statement under the Uniform Commercial Code of any liquidation jurisdiction is on file in any jurisdiction claiming a security interest in or describing, whether specifically or generally, the Subscription Proceeds or the earnings thereon or any part of the Subscription Proceeds or such earnings; and the Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Subscription Proceeds or the earnings thereon or any part of the Subscription Proceeds or such earnings or to file any financing statement under the Uniform Commercial Code of any investment jurisdiction with respect to the Subscription Proceeds, the earnings thereon or any part thereof. (h) In the event of any disagreement involving the Company, the Placement Agent any Subscriber or any other person or entity resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way to the Company, the Placement Agent, any Subscriber or any other person or entity for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of the Company, the Placement Agent, the Subscribers and all other interested persons and entities shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been settled and all doubt resolved by agreement among the Company, the Placement Agent and all other interested persons and entities, and the Escrow Agent shall have been notified thereof in writing signed by the Company, the Placement Agent and all such persons and entities. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of an agency of the United States or any political subdivision thereof, or of any agency of any State of the United States or of any political subdivision of any thereof, and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies. The rights of the Escrow Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 6 SunTrust Bank Escrow Services Subscription Escrow 8.2015 In the event of any disagreement or doubt, as described above, the Escrow Agent shall have the right, in addition to the rights described above and at the election of the Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all funds and property held under this Agreement, and the Escrow Agent shall have the right to take such other legal action as may be appropriate or necessary, in the sole discretion of the Escrow Agent. Upon such tender, the Escrow Agent shall be discharged from all further duties under this Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its maturityduties hereunder. (i) The Escrow Agent may resign at any time from its obligations under this Agreement by providing written notice to the Company and the Placement Agent. Any such investment of Escrow Account Such resignation shall be made effective on the date set forth in compliance with Rule 15c2-4 such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished. In such event, the Company and the Placement Agent shall promptly appoint a successor escrow agent. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Agreement; provided, however, that any such action of the Securities Exchange Act Escrow Agent shall not deprive the Escrow Agent of 1934, as amendedits compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. 11.3 (j) Any corporation entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation entity to which the Escrow Agent shall be a party, all or any corporation to which substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement without further action by act. (k) The Company and the parties. In such eventPlacement Agent jointly and severally agree to indemnify, however, defend and notwithstanding hold harmless the provisions Escrow Agent and each of Section 14, the Manager may immediately upon ten (10) days’ written notice remove the Escrow Agent. 11.4 In performing ’s officers, directors, agents and employees (the “Indemnified Parties”) from and against any of its duties under this Agreementand all losses, or upon liabilities, claims made by the claimed failure to perform its duties under this AgreementCompany, the Escrow Placement Agent shall not be liable to anyone for any Subscriber or any other person or entity, damages, lossesexpenses and costs (including, or expenses that it without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur as a result and which arise directly or indirectly from this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent so acting, or failing to acthereunder; provided, however, that the Escrow Agent no Indemnified Party shall be liable for damages arising out of its willful misconduct or gross negligence under this Agreement, as determined entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction. The Escrow Agent shall not incur any such liability with respect to any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, jurisdiction to have been signed directly caused by such Indemnified Party’s gross negligence or presented by proper person or persons and to conform with the provision willful misconduct. The provisions of this Agreement. In connection therewith, the Fund, the Manager and MCUSA shall execute authorized signers’ lists substantially in the form of Schedule IV hereto. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with such counsel, accountants, and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken or omitted in good faith upon the advice of such counsel, accountants or other skilled persons. 11.5 The Manager and MCUSA agree to jointly and severally indemnify and hold harmless the Escrow Agent, and its directors, officers, agents and employees, against any and all losses, claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursement which may be incurred by it arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, or resulting from any instruction or act or omission of the Manager, MCUSA, or the Fund; except, that if the Escrow Agent shall be found to have engaged in willful misconduct or gross negligence under this Agreement by any court of competent jurisdiction, then, in that event, the Escrow Agent shall bear all such losses, claims, damages and expenses. The indemnity provided by this Section section shall survive the termination of this Agreement and the any resignation or removal of the Escrow Agent. 11.6 In (l) The Company and the event Placement Agent acknowledge that the Escrow Agent shall be uncertain is serving as escrow agent for the limited purposes set forth herein and represent, covenant and warrant to its duties or rights under this Agreement or shall receive instructions, claims, or demands from any party to this Agreement that, in its opinion, conflict with any of the provisions of this Agreement, the Escrow Agent shall that no statement or representation, whether oral or in writing, has been or will be entitled made to refrain from taking any action and its sole obligation shall be Subscriber to keep safely all property held the effect that the Escrow Agent has investigated the desirability or advisability of investment in the Shares or approved, endorsed or passed upon the merits of such investment or is otherwise involved in any manner with the transactions contemplated hereby, other than as escrow until it shall be directed otherwise in writing by all of the other parties to this Agreement or by a final order or judgment of a court of competent jurisdiction. 11.7 The Escrow Agent’s rights and responsibilities shall be governed solely by agent under this Agreement. Neither It is further agreed that the Subscription AgreementCompany and the Placement Agent shall not use or permit the use of the name “SunTrust,” “SunTrust Bank,” “SunTrust Banks, nor Inc.” or any other agreement variation thereof in any sales presentation, placement or document shall govern offering memorandum or literature pertaining directly or indirectly to the Offering except strictly in the context of the duties of the Escrow Agent even if such other agreement as escrow agent under this Agreement. Any breach or document is referred to herein, is deposited with, or is otherwise known to, violation of the paragraph shall be grounds for immediate termination of this Agreement by the Escrow Agent. 11.8 IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. 11.9 The parties agree that the Escrow Agent had no role in the preparation of the Subscription Agreement, has not reviewed any such document, and makes no representations or warranties with respect to the information contained therein or omitted therefrom. 11.10 The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Subscription Agreement or the issuance, offering or sale of the Shares. 11.11 m) The Escrow Agent shall have no duty or obligation responsibility for determining whether the Shares or the offer and sale thereof conform to monitor the application requirements of applicable Federal or state securities laws, including but not limited to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Company represents and use warrants to the Escrow Agent that the Shares and the Offering will comply in all respects with applicable Federal and state securities laws and further represents and warrants that the Company has obtained and acted upon the advice of legal counsel with respect to such compliance with applicable Federal and state securities laws. The Company acknowledges that the Escrow Agent has not participated in the preparation or review of any sales or offering material relating to the Offering or the Shares. In addition to any other indemnities provided for in this Agreement, the Company agrees to indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses incurred by any of the Subscription Funds once transferred Indemnified Parties which directly or indirectly arise from any violation or alleged violation of any Federal or state securities laws; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder with respect to any Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified Party’s gross negligence or willful misconduct. The Company hereby agrees that the indemnifications and protections afforded the Escrow Agent and the other Indemnified Parties in this section shall survive the termination of this Agreement and any resignation or removal of the Escrow Agent. (n) The Escrow Agent and any director, officer or employee of the Escrow Agent may become financially interested in any transaction in which the Company or the Placement Agent may be interested and may contract with and lend money to the Fund, that being Company or the sole obligation Placement Agent and responsibility of otherwise act as fully and freely as though it were not escrow agent under this Agreement. Nothing herein shall preclude the Fund and Escrow Agent from acting in any other capacity for the ManagerCompany or the Placement Agent.

Duties of Escrow Agent; Indemnification. 11.1 In the absence of direction by the Manager, all proceeds of the (i) Escrow Account Agent’s sole duties shall be retained as set forth in Section 7(a), above. (ii) In performing its obligations hereunder, including any performance hereunder in the Escrow Account and reinvested from time to time by the Escrow Agent as provided in Section 5. In the event that any Interest Proceeds remain undistributed at the end of any calendar yeara dispute, the Escrow Agent shall report to the Internal Revenue Service or such other authority such earnings as have been earned by the Fund. 11.2 The Escrow Agent, in its capacity as escrow agent under this Agreement, shall not have any liability for any loss sustained as a result of any investment or sale of investment made by the Escrow Agent in accordance with this Agreement, in accordance with applicable laws, rules and regulations, pursuant to the direction of the Manager or as a result of any liquidation of any investment prior to its maturity. Any such investment of Escrow Account shall be made in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. 11.3 Any corporation into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Escrow Agent shall be a party, or compensated by Sellers for its time at its standard billable rates then in effect and shall be reimbursed by Sellers for any corporation to which substantially all the escrow business costs of the performance hereunder. (iii) Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement without further action by the parties. In such event, however, and notwithstanding the provisions of Section 14, the Manager may immediately upon ten (10) days’ written notice remove the Escrow Agent. 11.4 In performing any of carry out its duties under this Agreement, or upon Section 7(b) to the claimed failure to perform its duties under this Agreement, the Escrow Agent shall not be liable to anyone for any damages, losses, or expenses that it may incur as a result of the Escrow Agent so acting, or failing to act; provided, however, that the Escrow Agent shall be liable for damages arising out best of its willful misconduct or gross negligence under this Agreement, as determined by a court of competent jurisdictionability. The Escrow Agent shall not incur any such liability with respect to any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by proper person or persons and to conform with the provision of this Agreement. In connection therewith, the Fund, the Manager and MCUSA shall execute authorized signers’ lists substantially in the form of Schedule IV hereto. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with such counsel, accountants, and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken or omitted admitted to be taken by it hereunder or in connection herewith in good faith upon the advice of such counselfaith. Escrow Agent shall not be chargeable with any fact not expressly set forth in this Section 7(b) or in notices, accountants demands or other skilled personscommunications delivered pursuant hereto. 11.5 The Manager and MCUSA (iv) Sellers hereby each agree to jointly and severally indemnify indemnify, defend, save and hold Escrow Agent harmless from and against all costs, expenses, damages, losses, attorneys fees, liabilities and judgments which Escrow Agent may incur or suffer by reason of accepting the performance of its obligations under this Section 7(b) and its duties hereunder, except to the extent that such costs, expenses, damages, losses, attorneys fees, liabilities and judgments are the result of the Escrow Agent’s bad faith, and negligence or willful misconduct. Notwithstanding the foregoing, it is further understood that in the case of any dispute regarding its directorsduties hereunder, officersor in the case of any interpleader suit commenced by Escrow Agent, agents and employeesSellers promise to reimburse Escrow Agent for all costs, against any and all losses, claimsexpenses, damages, liabilitiesloss, and expensesattorney fees, including, without limitation, reasonable costs of investigation and counsel fees and disbursement liabilities or judgments which may be incurred or suffered by it arising out of or relating in any way and to this Agreement or any transaction to which this Agreement relates, or resulting from any instruction or act or omission of the Manager, MCUSA, or the Fund; except, that if the pay Escrow Agent shall be found to have engaged its then quoted standard billable rates for any time expended in willful misconduct or gross negligence under this Agreement by any court performance of competent jurisdiction, then, in that event, the Escrow Agent shall bear all such losses, claims, damages and expenses. The indemnity provided by this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. 11.6 In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement or shall receive instructions, claims, or demands from any party to this Agreement that, in its opinion, conflict with any of the provisions of this Agreement, the Escrow Agent shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties to this Agreement or by a final order or judgment of a court of competent jurisdiction. 11.7 The Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. Neither the Subscription Agreement, nor any other agreement or document shall govern the Escrow Agent even if such other agreement or document is referred to herein, is deposited with, or is otherwise known to, the Escrow Agentduties hereunder. 11.8 IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. 11.9 The parties agree that the Escrow Agent had no role in the preparation of the Subscription Agreement, has not reviewed any such document, and makes no representations or warranties with respect to the information contained therein or omitted therefrom. 11.10 The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Subscription Agreement or the issuance, offering or sale of the Shares. 11.11 The Escrow Agent shall have no duty or obligation to monitor the application and use of the Subscription Funds once transferred to the Fund, that being the sole obligation and responsibility of the Fund and the Manager.

Duties of Escrow Agent; Indemnification. 11.1 In (a) This Agreement expressly and exclusively sets forth the absence of direction by the Manager, all proceeds duties of the Escrow Account Agent with respect to any and all matters pertinent hereto, which duties shall be retained deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Agreement against the Escrow Account and reinvested from time Agent. The Escrow Agent shall in no event be deemed to time by be a fiduciary to the Company, the Subscribers, or any other person or entity under this Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Agreement shall not be construed as provided in Section 5duties. In performing its duties under this Agreement, or upon the event that any Interest Proceeds remain undistributed at the end of any calendar yearclaimed failure to perform its duties, the Escrow Agent shall report not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Escrow Agent’s willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for the failure of the Company to perform in accordance with this Agreement. The Escrow Agent shall have no liability with respect to the Internal Revenue Service transfer or such other authority such earnings as have been earned distribution of any funds affected by the Fund. 11.2 The Escrow Agent, in its capacity as escrow agent under this Agreement, shall not have any liability for any loss sustained as a result of any investment Agent pursuant to wiring or sale of investment made by transfer instructions provided to the Escrow Agent in accordance with the provisions of this Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. (b) No provision of this Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Agreement. (c) This Agreement constitutes the entire agreement between the Escrow Agent and the Company in connection with the subject matter of this Agreement, and no other agreement entered into by the Company related to the subject matter of this Agreement, including, without limitation, the Subscription Agreements, shall be considered as adopted or binding, in accordance whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be deposited with applicable lawsthe Escrow Agent or the Escrow Agent may have knowledge thereof. (d) The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify the Company or any other person or entity interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith unless such notice is explicitly provided for in this Agreement. (e) The Escrow Agent shall be protected in acting upon any written instruction, rules notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and regulationswhat it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Agreement. The Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document. The Escrow Agent shall have no duty or obligation to make any formulaic calculations of any kind hereunder. (f) The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Agreement and the Escrow Agent shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the direction advice of such legal counsel. The Company shall be liable for, and shall SunTrust Bank Escrow Services Subscription Escrow 5.2014 promptly pay, upon demand by the Escrow Agent, the reasonable and documented fees and expenses of any such legal counsel. (g) The Company represents and warrants to the Escrow Agent that there is no security interest in the Subscription Proceeds or the earnings thereon or any part of the Manager Subscription Proceeds or as a result such earnings; no financing statement under the Uniform Commercial Code of any liquidation jurisdiction is on file in any jurisdiction claiming a security interest in or describing, whether specifically or generally, the Subscription Proceeds or the earnings thereon or any part of the Subscription Proceeds or such earnings; and the Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Subscription Proceeds or the earnings thereon or any part of the Subscription Proceeds or such earnings or to file any financing statement under the Uniform Commercial Code of any investment jurisdiction with respect to the Subscription Proceeds, the earnings thereon or any part thereof. (h) In the event of any disagreement resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to the Company, any Subscriber or any other person or entity for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of the Company, the Subscribers and all other interested persons and entities shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among the Company and all other interested persons and entities, and the Escrow Agent shall have been notified thereof in writing signed by the Company and all such persons and entities. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of an agency of the United States or any political subdivision thereof, or of any agency of any State of the United States or of any political subdivision of any thereof, and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies. The rights of the Escrow Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. In the event of any disagreement or doubt, as described above, the Escrow Agent shall have the right, in addition to the rights described above and at the election of the Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all funds and property held under this Agreement, and the Escrow Agent shall have the right to take such other legal action as may be appropriate or necessary, in the sole discretion of the Escrow Agent. Upon such tender, the Escrow Agent shall be discharged from all further duties under this Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its maturityduties hereunder. (i) The Escrow Agent may resign at any time from its obligations under this Agreement by providing written notice to the Company. Any such investment of Escrow Account Such resignation shall be made effective on the date set forth in compliance with Rule 15c2-4 such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished. In such event, the Company shall promptly appoint a successor escrow agent. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Agreement; provided, however, that any such action of the Securities Exchange Act Escrow Agent shall not deprive the Escrow Agent of 1934, as amendedits compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. 11.3 (j) Any corporation entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation entity to which the Escrow Agent shall be a party, all or any corporation to which substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement without further action by act. (k) The Company agrees to indemnify, defend and hold harmless the parties. In such event, however, Escrow Agent and notwithstanding the provisions each of Section 14, the Manager may immediately upon ten (10) days’ written notice remove the Escrow Agent. 11.4 In performing ’s officers, directors, agents and employees (the “Indemnified Parties”) from and against any of its duties under this Agreementand all losses, or upon the claimed failure to perform its duties under this Agreementliabilities, the Escrow Agent shall not be liable to anyone for any claims, damages, lossesexpenses and costs (including, or expenses that it without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur as a result and which arise directly or indirectly from this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent so acting, or failing to acthereunder; provided, however, that the Escrow Agent no Indemnified Party shall be liable for damages arising out of its willful misconduct or gross negligence under this Agreement, as determined entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction. The Escrow Agent shall not incur any such liability with respect to any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, jurisdiction to have been signed directly caused by such Indemnified Party’s gross negligence or presented by proper person or persons and to conform with the provision willful misconduct. The provisions of this Agreement. In connection therewith, the Fund, the Manager and MCUSA shall execute authorized signers’ lists substantially in the form of Schedule IV hereto. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with such counsel, accountants, and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken or omitted in good faith upon the advice of such counsel, accountants or other skilled persons. 11.5 The Manager and MCUSA agree to jointly and severally indemnify and hold harmless the Escrow Agent, and its directors, officers, agents and employees, against any and all losses, claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursement which may be incurred by it arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, or resulting from any instruction or act or omission of the Manager, MCUSA, or the Fund; except, that if the Escrow Agent shall be found to have engaged in willful misconduct or gross negligence under this Agreement by any court of competent jurisdiction, then, in that event, the Escrow Agent shall bear all such losses, claims, damages and expenses. The indemnity provided by this Section section shall survive the termination of this Agreement and any resignation or removal of the Escrow Agent. SunTrust Bank Escrow Services Subscription Escrow 5.2014 (l) The Company acknowledges that the Escrow Agent is serving as escrow agent for the limited purposes set forth herein and represents, covenants and warrants to the Escrow Agent that no statement or representation, whether oral or in writing, has been or will be made to any Subscriber to the effect that the Escrow Agent has investigated the desirability or advisability of investment in the Shares or approved, endorsed or passed upon the merits of such investment or is otherwise involved in any manner with the transactions contemplated hereby, other than as escrow agent under this Agreement. It is further agreed that the Company shall not use or permit the use of the name “SunTrust,” “SunTrust Bank,” “SunTrust Banks, Inc.” or any variation thereof in any sales presentation, placement or offering memorandum or literature pertaining directly or indirectly to the Offering except strictly in the context of the duties of the Escrow Agent as escrow agent under this Agreement. Any breach or violation of the paragraph shall be grounds for immediate termination of this Agreement by the Escrow Agent. (m) The Escrow Agent shall have no duty or responsibility for determining whether the Shares or the offer and sale thereof conform to the requirements of applicable Federal or state securities laws, including but not limited to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Company represents and warrants to the Escrow Agent that the Shares and the Offering will comply in all respects with applicable Federal and state securities laws and further represents and warrants that the Company has obtained and acted upon the advice of legal counsel with respect to such compliance with applicable Federal and state securities laws. The Company acknowledges that the Escrow Agent has not participated in the preparation or review of any sales or offering material relating to the Offering or the Shares. In addition to any other indemnities provided for in this Agreement, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any and all Losses incurred by any of the Indemnified Parties which directly or indirectly arise from any violation or alleged violation of any Federal or state securities laws; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder with respect to any Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified Party’s gross negligence or willful misconduct. The Company hereby agrees that the indemnifications and protections afforded the Escrow Agent and the other Indemnified Parties in this section shall survive the termination of this Agreement and any resignation or removal of the Escrow Agent. 11.6 In the event that (n) The Escrow Agent and any director, officer or employee of the Escrow Agent shall may become pecuniarily interested in any transaction in which the Company may be uncertain interested and may contract and lend money to the Company and otherwise act as to its duties or rights fully and freely as though it were not escrow agent under this Agreement or Agreement. Nothing herein shall receive instructions, claims, or demands from any party to this Agreement that, in its opinion, conflict with any of the provisions of this Agreement, preclude the Escrow Agent shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held acting in escrow until it shall be directed otherwise in writing by all of the other parties to this Agreement or by a final order or judgment of a court of competent jurisdiction. 11.7 The Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. Neither the Subscription Agreement, nor any other agreement or document shall govern capacity for the Escrow Agent even if such other agreement or document is referred to herein, is deposited with, or is otherwise known to, the Escrow AgentCompany. 11.8 IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. 11.9 The parties agree that the Escrow Agent had no role in the preparation of the Subscription Agreement, has not reviewed any such document, and makes no representations or warranties with respect to the information contained therein or omitted therefrom. 11.10 The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Subscription Agreement or the issuance, offering or sale of the Shares. 11.11 The Escrow Agent shall have no duty or obligation to monitor the application and use of the Subscription Funds once transferred to the Fund, that being the sole obligation and responsibility of the Fund and the Manager.

Duties of Escrow Agent; Indemnification. 11.1 In (a) This Agreement expressly and exclusively sets forth the absence of direction by the Manager, all proceeds duties of the Escrow Account Agent with respect to any and all matters pertinent hereto, which duties shall be retained deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Agreement against the Escrow Account and reinvested from time Agent. The Escrow Agent shall in no event be deemed to time by be a fiduciary to the Company, the Subscribers, or any other person or entity under this Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Agreement shall not be construed as provided in Section 5duties. In performing its duties under this Agreement, or upon the event that any Interest Proceeds remain undistributed at the end of any calendar yearclaimed failure to perform its duties, the Escrow Agent shall report not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Escrow Agent’s willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for the failure of the Company to perform in accordance with this Agreement. The Escrow Agent shall have no liability with respect to the Internal Revenue Service transfer or such other authority such earnings as have been earned distribution of any funds affected by the Fund. 11.2 The Escrow Agent, in its capacity as escrow agent under this Agreement, shall not have any liability for any loss sustained as a result of any investment Agent pursuant to wiring or sale of investment made by transfer instructions provided to the Escrow Agent in accordance with the provisions of this Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. (b) No provision of this Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Agreement. (c) This Agreement constitutes the entire agreement between the Escrow Agent and the Company in connection with the subject matter of this Agreement, and no other agreement entered into by the Company related to the subject matter of this Agreement, including, without limitation, the Subscription Agreements, shall be considered as adopted or binding, in accordance whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be deposited with applicable lawsthe Escrow Agent or the Escrow Agent may have knowledge thereof. (d) The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify the Company or any other person or entity interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith unless such notice is explicitly provided for in this Agreement. (e) The Escrow Agent shall be protected in acting upon any written instruction, rules notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and regulationswhat it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Agreement. The Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document. The Escrow Agent shall have no duty or obligation to make any formulaic calculations of any kind hereunder. (f) The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Agreement and the Escrow Agent shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the direction advice of such legal counsel. The Company shall be liable for, and shall promptly pay, upon demand by the Escrow Agent, the reasonable and documented fees and expenses of any such legal counsel. (g) The Company represents and warrants to the Escrow Agent that there is no security interest in the Subscription Proceeds or the earnings thereon or any part of the Manager Subscription Proceeds or as a result such earnings; no financing statement under the Uniform Commercial Code of any liquidation jurisdiction is on file in any jurisdiction claiming a security interest in or describing, whether specifically or generally, the Subscription Proceeds or the earnings thereon or any part of the Subscription Proceeds or such earnings; and the Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Subscription Proceeds or the earnings thereon or any part of the Subscription Proceeds or such earnings or to file any financing statement under the Uniform Commercial Code of any investment jurisdiction with respect to the Subscription Proceeds, the earnings thereon or any part thereof. SunTrust Bank Escrow Services Subscription Escrow 5.2014 (h) In the event of any disagreement resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to the Company, any Subscriber or any other person or entity for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of the Company, the Subscribers and all other interested persons and entities shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among the Company and all other interested persons and entities, and the Escrow Agent shall have been notified thereof in writing signed by the Company and all such persons and entities. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of an agency of the United States or any political subdivision thereof, or of any agency of any State of the United States or of any political subdivision of any thereof, and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies. The rights of the Escrow Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. In the event of any disagreement or doubt, as described above, the Escrow Agent shall have the right, in addition to the rights described above and at the election of the Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all funds and property held under this Agreement, and the Escrow Agent shall have the right to take such other legal action as may be appropriate or necessary, in the sole discretion of the Escrow Agent. Upon such tender, the Escrow Agent shall be discharged from all further duties under this Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its maturityduties hereunder. (i) The Escrow Agent may resign at any time from its obligations under this Agreement by providing written notice to the Company. Any such investment of Escrow Account Such resignation shall be made effective on the date set forth in compliance with Rule 15c2-4 such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished. In such event, the Company shall promptly appoint a successor escrow agent. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Agreement; provided, however, that any such action of the Securities Exchange Act Escrow Agent shall not deprive the Escrow Agent of 1934, as amendedits compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. 11.3 (j) Any corporation entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation entity to which the Escrow Agent shall be a party, all or any corporation to which substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement without further action by act. (k) The Company agrees to indemnify, defend and hold harmless the parties. In such event, however, Escrow Agent and notwithstanding the provisions each of Section 14, the Manager may immediately upon ten (10) days’ written notice remove the Escrow Agent. 11.4 In performing ’s officers, directors, agents and employees (the “Indemnified Parties”) from and against any of its duties under this Agreementand all losses, or upon the claimed failure to perform its duties under this Agreementliabilities, the Escrow Agent shall not be liable to anyone for any claims, damages, lossesexpenses and costs (including, or expenses that it without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur as a result and which arise directly or indirectly from this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent so acting, or failing to acthereunder; provided, however, that the Escrow Agent no Indemnified Party shall be liable for damages arising out of its willful misconduct or gross negligence under this Agreement, as determined entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction. The Escrow Agent shall not incur any such liability with respect to any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, jurisdiction to have been signed directly caused by such Indemnified Party’s gross negligence or presented by proper person or persons and to conform with the provision willful misconduct. The provisions of this Agreement. In connection therewith, the Fund, the Manager and MCUSA shall execute authorized signers’ lists substantially in the form of Schedule IV hereto. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with such counsel, accountants, and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken or omitted in good faith upon the advice of such counsel, accountants or other skilled persons. 11.5 The Manager and MCUSA agree to jointly and severally indemnify and hold harmless the Escrow Agent, and its directors, officers, agents and employees, against any and all losses, claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursement which may be incurred by it arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, or resulting from any instruction or act or omission of the Manager, MCUSA, or the Fund; except, that if the Escrow Agent shall be found to have engaged in willful misconduct or gross negligence under this Agreement by any court of competent jurisdiction, then, in that event, the Escrow Agent shall bear all such losses, claims, damages and expenses. The indemnity provided by this Section section shall survive the termination of this Agreement and the any resignation or removal of the Escrow Agent. 11.6 In the event (l) The Company acknowledges that the Escrow Agent shall be uncertain is serving as escrow agent for the limited purposes set forth herein and represents, covenants and warrants to its duties or rights under this Agreement or shall receive instructions, claims, or demands from any party to this Agreement that, in its opinion, conflict with any of the provisions of this Agreement, the Escrow Agent shall that no statement or representation, whether oral or in writing, has been or will be entitled made to refrain from taking any action and its sole obligation shall be Subscriber to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties to this Agreement or by a final order or judgment of a court of competent jurisdiction. 11.7 The Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. Neither the Subscription Agreement, nor any other agreement or document shall govern the Escrow Agent even if such other agreement or document is referred to herein, is deposited with, or is otherwise known to, the Escrow Agent. 11.8 IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. 11.9 The parties agree effect that the Escrow Agent had no role has investigated the desirability or advisability of investment in the preparation Shares or approved, endorsed or passed upon the merits of such investment or is otherwise involved in any manner with the transactions contemplated hereby, other than as escrow agent under this Agreement. It is further agreed that the Company shall not use or permit the use of the Subscription Agreementname “SunTrust,” “SunTrust Bank,” “SunTrust Banks, has not reviewed Inc.” or any such documentvariation thereof in any sales presentation, and makes no representations placement or warranties with respect offering memorandum or literature pertaining directly or indirectly to the information contained therein or omitted therefrom. 11.10 The Offering except strictly in the context of the duties of the Escrow Agent shall have no obligation, duty as escrow agent under this Agreement. Any breach or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Subscription Agreement or the issuance, offering or sale violation of the Shares.paragraph shall be grounds for immediate termination of this Agreement by the Escrow Agent. SunTrust Bank Escrow Services Subscription Escrow 5.2014 11.11 (m) The Escrow Agent shall have no duty or obligation responsibility for determining whether the Shares or the offer and sale thereof conform to monitor the application requirements of applicable Federal or state securities laws, including but not limited to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Company represents and use warrants to the Escrow Agent that the Shares and the Offering will comply in all respects with applicable Federal and state securities laws and further represents and warrants that the Company has obtained and acted upon the advice of legal counsel with respect to such compliance with applicable Federal and state securities laws. The Company acknowledges that the Escrow Agent has not participated in the preparation or review of any sales or offering material relating to the Offering or the Shares. In addition to any other indemnities provided for in this Agreement, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any and all Losses incurred by any of the Subscription Funds once transferred Indemnified Parties which directly or indirectly arise from any violation or alleged violation of any Federal or state securities laws; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder with respect to any Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified Party’s gross negligence or willful misconduct. The Company hereby agrees that the indemnifications and protections afforded the Escrow Agent and the other Indemnified Parties in this section shall survive the termination of this Agreement and any resignation or removal of the Escrow Agent. (n) The Escrow Agent and any director, officer or employee of the Escrow Agent may become pecuniarily interested in any transaction in which the Company may be interested and may contract and lend money to the Fund, that being Company and otherwise act as fully and freely as though it were not escrow agent under this Agreement. Nothing herein shall preclude the sole obligation and responsibility of Escrow Agent from acting in any other capacity for the Fund and the ManagerCompany.

Duties of Escrow Agent; Indemnification. 11.1 In the absence of direction by the Manager, all proceeds of the Escrow Account shall be retained in the Escrow Account and reinvested from time to time by the Escrow Agent as provided in Section 5. In the event that any Interest Proceeds earnings remain undistributed at the end of any calendar year, the Escrow Agent shall report to the Internal Revenue Service or such other authority such earnings as have been earned it deems appropriate or as required by any applicable law or regulation or, to the extent consistent therewith, as directed in writing by the Manager and the Fund. 11.2 The Escrow Agent, in its capacity as escrow agent under this Agreement, shall not have any liability for any loss sustained as a result of any investment or sale of investment made by the Escrow Agent in accordance with this Agreement, in accordance with applicable laws, rules and regulations, pursuant to the direction of the Manager or as a result of any liquidation of any investment prior to its maturity. Any such investment of Escrow Account shall be made in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. 11.3 Any corporation into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Escrow Agent shall be a party, or any corporation to which substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement without further action by the parties. In such event, however, and notwithstanding the provisions of Section 14, the Manager may immediately upon ten (10) days’ written notice remove the Escrow Agent. 11.4 In performing any of its duties under this Agreement, or upon the claimed failure to perform its duties under this Agreement, the Escrow Agent shall not be liable to anyone for any damages, losses, or expenses that it may incur as a result of the Escrow Agent so acting, or failing to act; provided, however, that the Escrow Agent shall be liable for damages arising out of its willful misconduct or gross negligence under this Agreement, as determined by a court of competent jurisdiction. The Escrow Agent shall not incur any such liability with respect to any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement, not only as to its due execution and to the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by proper person or persons and to conform with the provision of this Agreement. In connection therewith, the Fund, the Manager and MCUSA shall execute authorized signers’ lists substantially in the form of Schedule IV hereto. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with such counsel, accountants, and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken or omitted in good faith upon the advice of such counsel, accountants or other skilled persons. 11.5 The Each of the Manager and MCUSA agree agrees to jointly and severally indemnify and hold harmless the Escrow Agent, and its directors, officers, agents and employees, against any and all losses, claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursement which may be incurred by it arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, or resulting from any instruction or act or omission of the Manager, MCUSA, or the Fund; except, that if the Escrow Agent shall be found to have engaged in willful misconduct or gross negligence under this Agreement by any court of competent jurisdiction, then, in that event, the Escrow Agent shall bear all such losses, claims, damages and expenses. The indemnity provided by this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow AgentAgreement. 11.6 In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement or shall receive instructions, claims, or demands from any party to this Agreement that, in its opinion, conflict with any of the provisions of this Agreement, the Escrow Agent shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties to this Agreement or by a final order or judgment of a court of competent jurisdiction. 11.7 The Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. Neither the Subscription Agreement, nor any other agreement or document shall govern the Escrow Agent even if such other agreement or document is referred to herein, is deposited with, or is otherwise known to, the Escrow Agent. 11.8 IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. 11.9 The parties agree that the Escrow Agent had no role in the preparation of the Subscription Agreement, has not reviewed any such document, and makes no representations or warranties with respect to the information contained therein or omitted therefrom. 11.10 The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Subscription Agreement or the issuance, offering or sale of the Shares. 11.11 The Escrow Agent shall have no duty or obligation to monitor the application and use of the Subscription Funds once transferred to the Fund, that being the sole obligation and responsibility of the Fund and the Manager.