Common use of Procedures Clause in Contracts

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. From time to time during the term of this Agreement, Purchaser may order quantities of Enova products from Enova by submitting to Enova, at least the number of days in advance of the requested delivery dates specified in Appendix 7 hereto as the required "Lead Time," a written Purchase Order stating the items and quantities of Enova products which Purchaser wishes to purchase from Enova and the requested delivery dates for such items. As permitted below, Purchaser may also request adjustments to the delivery dates in a previously accepted Purchase Order by submitting a new Purchase Order (aa "Modified Purchase Order") The Fund will establish an escrow account specifying the requested changes. Enova shall accept any Purchase Order issued by Purchaser within the scope of the most recent forecast submitted to Enova pursuant to Section 5.2 above and in conformance with the Escrow Agent consisting terms of four this Agreement, including the provision of adequate Lead Times. Lead Times are estimates and are subject to change, except with respect to any Purchase Order previously accepted by Enova. Unless canceled or deferred as permitted below (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. via a Modified Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”Order), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account Purchaser shall be referred obligated to collectively as purchase the “Escrow Accounts”). (b) Simultaneously with any deposit quantities of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business Enova products on the day schedule specified in any Purchase Order accepted by Enova. Enova shall acknowledge in writing each Purchase Order within * of receipt, and such Purchase Order shall be deemed accepted by Enova unless, within ten (10) days of receipt of such Purchase Reversal Letter Order, Enova submits to Purchaser, in writing, an objection to the Purchase Order based upon the failure of Purchaser to comply with this Agreement in submitting the Purchase Order (including, without limitation, the obligation to submit monthly rolling forecasts in accordance with subparagraph (d) Section 5.2 above). If Enova so objects to any Purchase Order, such Purchase Order shall not be binding on either party until a compliant Purchase Order is submitted by Purchaser to Enova. A Purchase Order becomes a part of this Agreement in accordance with this Section 5 only after it is accepted in writing by Enova or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS is deemed accepted in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceedsabove provisions. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account If a Transferring Owner proposes to Transfer all or any part of its ROFO Assets (other than to a CONSOL Group Member in accordance with Section 4.1(a) or Section 4.2(a), as applicable) during the Escrow Agent consisting of four Retained Undivided Interest ROFO Period or Retained Other Assets ROFO Period, as applicable (4) segregated sub-accountsa “Proposed Transaction”), such Transferring Owner shall, prior to entering into any such Proposed Transaction, first give notice in writing to the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Partnership (the “Purchase ProceedsROFO Notice”) will of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and details that would be deposited necessary for the Partnership to make a responsive offer to enter into the Subscription SubProposed Transaction with such Transferring Owner, which terms, conditions and details shall at a minimum include any terms, conditions or details that such Transferring Owner would propose to provide to non-AccountAffiliates in connection with the Proposed Transaction. Proceeds from periodic repurchases The Partnership shall have 60 days following receipt of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum ROFO Notice (the “Holdback AmountROFO Review Period”) to propose an offer to enter into the Proposed Transaction with the Transferring Owner (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including the purchase price the Partnership proposes to pay for the ROFO Assets and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. If the Partnership submits a ROFO Response within the ROFO Review Period, if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account Partnership and the Transferring Owner shall negotiate, in good faith, the terms of the purchase and sale of the ROFO Assets for 60 days following the receipt of the ROFO Response (the Subscription Sub-Account“ROFO Negotiation Period”) by the Transferring Owner. If no ROFO Response is delivered by the Partnership within the ROFO Review Period, then the Repurchase Sub-Account and the Holdback Sub-Account Partnership shall be referred deemed to collectively as have waived its right of first offer with respect to the “Escrow Accounts”ROFO Assets subject to the ROFO Notice, subject to Section 4.3(c). (b) Simultaneously If the Transferring Owner and the Partnership are able to agree to the terms of the purchase and sale of the ROFO Assets during the ROFO Negotiation Period, the Transferring Owner shall enter into an agreement with any deposit the Partnership providing for the consummation of Purchase Proceedsthe Proposed Transaction upon the terms agreed upon (such date that a definitive purchase and sale agreement is entered into, UMBFS the “ROFO PSA Execution Date”). Unless the Transferring Owner and the Partnership otherwise agree, the terms of the purchase and sale agreement will include the following: (i) the Partnership will deliver to the Escrow Agent a cash letter agreed purchase price (in cash, Partnership Interests, an interest-bearing promissory note or any combination thereof); (ii) the “Cash Deposit Letter”) confirming closing date for the amount purchase of the Purchase Proceeds so delivered. In ROFO Assets shall occur no later than 180 days following the event ROFO PSA Execution Date; (iii) each of the Fund Transferring Owner and the Partnership shall use commercially reasonable efforts to do or UMBFS provides written notice cause to be done all things that may be reasonably necessary or advisable to effectuate the Escrow Agent that an underlying purchase order has been revoked in the form consummation of a cash letter (the “Purchase Reversal Letter”any transactions contemplated by this Section 4.3(b), including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith; and (iv) neither the Escrow Agent Transferring Owner nor the Partnership shall promptly (but have any obligation to consummate the Proposed Transaction if any consent referred to in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (dSection 4.1(b) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase ProceedsSection 4.2(b), as applicable, has not been obtained. (c) On If the last business closing of the Proposed Transaction does not occur within the 180-day of each calendar monthperiod set forth in Section 4.3(b)(ii), UMBFS will deliver then, unless the Transferring Owner and the Partnership agree otherwise in a written agreement, the ROFO Assets in question shall once again become subject to the Escrow Agent a cash letter instructing restrictions of this Section 4.3, and the Escrow Agent Transferring Owner shall no longer be permitted to disburse Transfer such ROFO Assets without again fully complying with the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”)provisions of this Section 4.3. (d) The Escrow Agent shall provide If the Fund Transferring Owner and UMBFS with a statement the Partnership are unable to agree on the terms of the assets held and transactions Proposed Transaction during the ROFO Negotiation Period, the Transferring Owner may Transfer the ROFO Assets to any third party during the 180-day period following the expiration of such ROFO Negotiation Period on terms no more favorable to such third party than those set forth in the ROFO Response; provided, however, that any Transfer of all or any part of the Escrow Accounts ROFO Assets pursuant to this Section 4.3(d) shall be (i) subject to the terms of all existing agreements with respect to the Retained Undivided Interest and the Pennsylvania Mining Complex or Retained Other Assets, as applicable, and (ii) subject to and conditioned on a monthly basis the obtaining of any and shall provide electronic access on a daily basis. At the Escrow Agent’s requestall necessary consents of securityholders, UMBFS shall provide periodic summaries of Escrow Account activityGovernmental Authorities, lenders or other Persons. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, Partnership may assign its rights and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited obligations under this Article IV to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthany Partnership Group Member. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund In connection with any Borrower Buyback, Borrower will establish an escrow account with notify the Escrow Administrative Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Lenders in writing (the “Purchase ProceedsBorrower Buyback Notice”) will that Borrower desires to prepay its Loans on a specified Business Day, in a maximum aggregate amount (which amount shall be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases not less than $5,000,000 and integral multiples of Interests by the Fund from its subscribers (“Repurchase Proceeds”$250,000 in excess thereof) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Borrower Buyback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account ) at par or a discount to par (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account which shall be referred expressed as a range of percentages of par of the principal amount of the Loans) specified by Borrower with respect to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter each Borrower Buyback (the “Cash Deposit LetterBorrower Buyback Price Range”); provided that such notice shall be received by the Administrative Agent and Lenders no later than three (3) confirming Business Days and no earlier than twenty (20) Business Days prior to the proposed date of such Borrower Buyback. In connection with a Borrower Buyback, Borrower will allow each Lender holding the Loans to specify a price in relation to par (which shall be expressed as a price equal to a percentage of par of the principal amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (Loans, the “Purchase Reversal LetterAcceptable Borrower Buyback Price”), ) for a principal amount (subject to rounding requirements specified by Requisite Lenders) of the Escrow Agent shall promptly (but in no event later than the close of business Loans held by such Lender at which such Lender is willing to permit such voluntary prepayment. Based on the day Acceptable Borrower Buyback Prices and principal amounts of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds Loans specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceedsby Lenders, if any, on deposit the Administrative Agent and Borrower will determine the Applicable Borrower Buyback Price (the “Cash Disbursement LetterApplicable Borrower Buyback Price”). (d) The Escrow Agent shall provide for the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestapplicable Borrower Buyback, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings which will be swept to the Fund’s custody account on the first business day lower of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceedslowest Acceptable Borrower Buyback Price at which Borrower can complete the Borrower Buyback for the Borrower Buyback Amount and (ii) if the Lenders’ response is such that the Borrower Buyback could not be completed for the full Borrower Buyback Amount, the Fund or its agents highest Acceptable Borrower Buyback Price specified by the Lenders that is within the Borrower Buyback Price Range specified by Borrower. For the avoidance of doubt, no Lender shall have no title, right, claim, lien or any other interest be obligated to participate in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessa Borrower Buyback.

Procedures. (ai) The Fund will establish an escrow account with the Escrow Agent consisting Each Mandatory Redemption of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account IBG Holdings Shares shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS effected in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase ProceedsIBG Holdings Operating Agreement. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (hii) In the event an adjustment needs of a Mandatory Redemption pursuant to Section 4.2(a), IBG Holdings shall provide written notice (each such notice, a “Mandatory Redemption Notice”) to each of IBGI and IBG LLC of such election, which notice shall state (A) whether the Mandatory Redemption shall apply to all or some of the IBG Holdings Shares and, if it shall apply only to some thereof, to which IBG Holdings Shares such Mandatory Redemption shall apply, and (B) the anticipated date on which the Mandatory Redemption shall be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be takenconsummated. (iiii) Prior Upon receipt of a Mandatory Redemption Notice, unless otherwise determined by IBGI, IBG LLC and IBG Holdings that the redemption of IBG Holdings Shares will be funded as provided in Section 4.3(c), IBGI shall use its commercially reasonable efforts to delivery to it or its designated agents consummate a Public Offering of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available a number of shares of Common Stock (adjusted per Section 5.1) approximately equal to the Fund number of IBG Holdings Shares specified in such Mandatory Redemption Notice. Upon consummation of such Public Offering, IBGI shall purchase from IBG Holdings and IBG Holdings shall sell to IBGI that number of IBG LLC Shares equal to the aggregate number of IBG Holdings Shares specified in such Mandatory Redemption Notice at a purchase price for share equal to the Public Offering Redemption Price. (iv) In the event of any Mandatory Redemption, IBG Holdings shall use its reasonable best efforts to deliver notice thereof to the applicable IBG Holdings Members not less than 20 days prior to the effective date of such Mandatory Redemption. Notwithstanding anything to the contrary set forth herein, any failure to provide such notice for any reason shall not affect the validity or its agents or their creditors for payment or reimbursement for liabilities or indebtednessenforceability of any Mandatory Redemption.

Procedures. (a) The Fund will establish an escrow account In connection with the Escrow Agent consisting of four (4) segregated sub-accountsany Discounted Prepayment, the Subscription Sub-Account, Discounted Prepayment Offeror will notify the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Administrative Agent in writing (the “Purchase ProceedsDiscounted Prepayment Notice”) that the Discounted Prepayment Offeror desires to prepay the Term Loans on a Business Day, in a maximum aggregate amount (which amount will be not less than $1,000,000 and whole increments of $100,000 in excess thereof) (the “Discounted Prepayment Amount”) at a discount to par (which will be expressed as a range of percentages of par of the principal amount of the Term Loans) specified by the Discounted Prepayment Offeror with respect to each Discounted Prepayment (the “Discount Price Range”); provided that (i) such notice will be received by the Administrative Agent and Lenders no earlier than 15 Business Days and no later than 5 Business Days prior to the proposed date by which Lenders are required to respond to the Discounted Prepayment Notice if they desire to participate (the “Discounted Prepayment Response Date”) and (ii) the offer in any such notice will be made to all Lenders holding Term Loans (it being understood that different Discount Price Ranges may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.29). The Administrative Agent will promptly provide each Lender of the applicable tranche(s) a copy of such Discounted Prepayment Notice. In connection with a Discounted Prepayment, each Lender holding the Term Loans of the applicable tranche(s) will be deposited into entitled to specify to the Subscription Sub-Account. Proceeds from periodic repurchases Administrative Agent a discount to par (which will be expressed as a price equal to a percentage of Interests par of the principal amount of the Term Loans held by such Lender, the “Acceptable Discount Price”) within the Discount Price Range for a principal amount (subject to rounding requirements specified by the Fund from its subscribers Administrative Agent) of the Term Loans of the applicable tranche held by such Lender at which such Lender is willing to accept such Discounted Prepayment. Each response by a Lender to a Discounted Prepayment Notice (“Repurchase Proceeds”x) will be deposited into due no later than 5:00 p.m. on the Repurchase Sub-AccountDiscounted Prepayment Response Date, less an appropriate withholding(y) to the extent not timely received by the Administrative Agent will be disregarded and such Lender will be deemed to have declined the Discounted Prepayment offer and (z) to the extent timely received by the Administrative Agent will be irrevocable. The Administrative Agent will provide the Discounted Prepayment Offeror with a summary of all tenders by Lenders in response to the Discounted Prepayment Notice and, as described based on the Acceptable Discount Prices and principal amounts of the Term Loans of the applicable tranches specified by Lenders, the Administrative Agent, in consultation with the Fund’s then-current Private Placement Memorandum Discounted Prepayment Offeror, will determine the applicable discount price (the “Holdback AmountApplicable Discount Price”)) for the applicable Discounted Prepayment of all Loans to be prepaid in such Discounted Prepayment, if applicable. Any Holdback Amount which will be deposited into the Holdback Sub-Account lower of (i) the Subscription Sub-Accountlowest Acceptable Discount Price at which the Discounted Prepayment Offeror can complete the Discounted Prepayment for 100% of the Discounted Prepayment Amount and (ii) if the Lenders’ response is such that the Discounted Prepayment could not be completed for 100% of the Discounted Prepayment Amount, the Repurchase Sub-Account and highest Acceptable Discount Price specified by the Holdback Sub-Account shall be referred to collectively as Lenders that is within the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase ProceedsDiscount Price Range specified by the Discounted Prepayment Offeror. The Discounted Prepayment Offeror will have the right, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides by written notice to the Escrow Agent that an underlying purchase order has been revoked Administrative Agent, to revoke in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly full (but not in no event later than the close of business part) its offer to make a Discounted Prepayment and rescind any Discounted Prepayment Notice therefor at its discretion at any time on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect prior to the collection applicable Discounted Prepayment Response Date (and if such offer is revoked or notice rescinded, any failure by the Discounted Prepayment Offeror to make a prepayment to a Lender, as applicable, pursuant to this Section will not constitute a Default or Event of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”Default under Section 8.1 or otherwise). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a five percent (5%) withholding (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four three (43) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “"Purchase Proceeds”") will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“"Repurchase Proceeds”") will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a ten percent (10%) withholding (the “"Holdback Amount”"), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “"Escrow Accounts”"). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit A hereto (the “"Cash Deposit Letter”") confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in accordance with the form terms of a cash letter (the “Purchase Reversal Letter”)Fund's Confidential Memorandum or other offering document, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such a cash letter from UMBFS in the form of Exhibit F hereto (the "Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4Letter")) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit B hereto instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “"Cash Disbursement Letter”"). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s 's request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s 's interest earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turnan account designated in writing by UMBFS, the earnings will be swept to as agent for the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit C hereto to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter in the form of Exhibit D hereto to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “"Repurchase Disbursement Letter”"). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit D hereto to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “"Holdback Disbursement Letter”"). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter in the form of Exhibit E hereto specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event that the Fund or UMBFS provides Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "NOTICE"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Escrow Agent Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "NONPURCHASING HOLDER"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that an underlying part of his Pro Rata Share of such New Securities that he did not so agree to purchase order and the Company shall promptly give each Rights Holder who has been revoked in timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "PURCHASING HOLDER") written notice of the form failure of a cash letter any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the “Purchase Reversal Letter”"OVERALLOTMENT NOTICE"), . Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt Nonpurchasing Holders' unpurchased Pro Rata Shares of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect offering on a pro rata basis according to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement relative Pro Rata Shares of the assets held and transactions of Purchasing Rights Holders, at any time within five (5) days after receiving the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activityOverallotment Notice. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-“Escrow Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account”). Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Escrow Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Escrow Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar monthmonth or such other time as instructed by the Fund, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts Account on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts Account shall be transferred on the first business day of each month to the Income Suba non-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthinterest bearing account. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent Agent a cash letter specifying the corrective action to be taken. (ig) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event that the Fund or UMBFS provides Company proposes to undertake an issuance of New Securities, it shall give to each Rights Holder written notice of its intention to issue New Securities (the "Notice"), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Rights Holder shall have ten (10) days from the date of mailing of any such Notice to agree in writing to purchase such Rights Holder's Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Escrow Agent Company and stating therein the quantity of New Securities to be purchased (not to exceed such Rights Holder's Pro Rata Share). If any Rights Holder fails to so agree in writing within such ten (10) day period to purchase such Rights Holder's full Pro Rata Share of an offering of New Securities (a "Nonpurchasing Holder"), then such Nonpurchasing Holder shall forfeit the right hereunder to purchase that an underlying part of his Pro Rata Share of such New Securities that he did not so agree to purchase order and the Company shall promptly give each Rights Holder who has been revoked in timely agreed to purchase his full Pro Rata Share of such offering of New Securities (a "Purchasing Holder") written notice of the form failure of a cash letter any Nonpurchasing Holder to purchase such Nonpurchasing Rights Holder's full Pro Rata Share of such offering of New Securities (the “Purchase Reversal Letter”"Overallotment Notice"), . Each Purchasing Holder shall have a right of overallotment such that such Purchasing Holder may agree to purchase a portion of the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt Nonpurchasing Holders' unpurchased Pro Rata Shares of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect offering on a pro rata basis according to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement relative Pro Rata Shares of the assets held and transactions of Purchasing Rights Holders, at any time within five (5) days after receiving the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activityOverallotment Notice. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-AccountAgent. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Escrow Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Escrow Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts Amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must Account will not be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthinvested. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents from the Escrow Agent of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund General Partner, on behalf of each Fund, will establish an a fully segregated escrow account for each such Fund with the Escrow Agent consisting of four two (42) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Income Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the respective Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Subscription Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Income Sub-Account shall be referred to collectively as the “Escrow AccountsAccount”). (b) Upon receipt of Purchase Proceeds for a Fund, UMBFS shall transfer such Purchase Proceeds to the Escrow Agent for deposit into the respective Fund’s Escrow Account. Simultaneously with any deposit such transfer of Purchase Proceeds, UMBFS will deliver to the Escrow Agent (with a copy to the General Partner) a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so deliveredtransferred. In the event the Fund General Partner or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked Agent, in the form of a cash letter (the “Purchase Reversal Letter”), that a subscriber (“Subscriber”) of Units’ purchase order has been rejected, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) ), transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter from the Escrow Account to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase ProceedsProceeds from a Subscriber. (c) On the last first business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse transfer the Purchase Proceeds, if any, on deposit in the Escrow Account (the “Cash Disbursement Letter”)) to the Fund’s futures clearing broker. (d) The Escrow Agent shall provide the Fund General Partner and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access to the General Partner and UMBFS on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account (the “Special Account”). All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to be credited to the Special Account and receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the The Escrow Agent shall transfer such investment earnings will be swept from each Fund’s Income Sub-Account to UMBFS for crediting to the Fundaccount of each Shareholder in the respective Fund (if the Subscriber’s custody subscription was accepted) or to the relevant Subscriber’s account on (if the first business day of the monthSubscriber’s subscription was rejected). (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS UMBFS, after notice to the General Partner, shall deliver to the Escrow agent Agent a cash letter specifying the corrective action to be taken. (ig) Prior to delivery of the Purchase Proceeds to it or its designated agents of the Purchase Proceeds or Repurchase Proceedsagents, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a five percent (5%) withholding amount (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)letter, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account In connection with the Escrow Agent consisting of four (4) segregated sub-accountsany Discounted Buyback, the Subscription Sub-Account, Borrower will notify Agent and Lenders holding the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Term Loans in writing (the “Purchase ProceedsDiscounted Buyback Notice”) will be deposited into that Borrower desires to prepay the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum Term Loans on a specified Business Day (the “Holdback Discounted Buyback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account ) at a discount to par (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account which shall be referred to collectively expressed as a range of percentages of par of the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the principal amount of the Purchase Proceeds so delivered. In Term Loans) specified by the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation Borrower with respect to each Discounted Buyback, the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver “Discount Price Range”); provided that such notice shall be received by Agent and Lenders no earlier than 10 Business Days nor more than 60 days prior to the Escrow Agent proposed date of such Discounted Buyback. In connection with a cash letter instructing Discounted Buyback, the Escrow Agent Borrower will allow each Lender holding the Term Loans to disburse specify a discount to par (which shall be expressed as a price equal to a percentage of par of the Purchase Proceedsprincipal amount of the Term Loans held by such Lender, the “Acceptable Discount Price”) for a principal amount (subject to rounding requirements specified by Agent) of the Term Loans held by such Lender at which such Lender is willing to permit such voluntary prepayment. Based on the Acceptable Discount Prices and principal amounts of the Term Loans specified by Lenders, if any, on deposit Agent, in consultation with the Borrower, will determine the applicable discount price (the “Cash Disbursement LetterApplicable Discount Price”). (d) The Escrow Agent shall provide for the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestapplicable Discounted Buyback, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings which will be swept to the Fund’s custody account on the first business day lower of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceedslowest Acceptable Discount Price at which the Borrower can complete the Discounted Buyback for the Discounted Buyback Amount and (ii) if the Lenders’ response is such that the Discounted Buyback could not be completed for the full Discounted Buyback Amount, the Fund or its agents highest Acceptable Discount Price specified by the Lenders that is within the Discount Price Range specified by the Borrower. For the avoidance of doubt, (x) all Discounted Buybacks shall have be offered to all Lenders holding Term Loans on a pro rata basis and (y) no title, right, claim, lien or any other interest Lender shall be obligated to participate in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessa Discounted Buyback.

Procedures. (a) The Fund will establish an escrow account with If a Tag-Along Seller is participating in a Tag-Along Sale, at least 30 days before the Escrow Agent consisting of four (4) segregated sub-accountsproposed date thereof, the Subscription SubIssuer shall provide each Holder of Warrants or Warrant Stock with written notice of such Tag-AccountAlong Sale (a "Tag-Along Sale Notice") setting forth in reasonable detail the consideration per share to be paid by the transferee, the Repurchase Sub-Account, the Income Sub-Account number of shares to be sold and the Holdback Subother terms and conditions of the Tag-AccountAlong Sale. Purchase payments periodically Each Holder of Warrants or Warrant Stock wishing to participate in the Tag-Along Sale shall provide written notice (a "Tag-Along Participation Notice") to such Tag-Along Seller and to the Issuer within 15 days of the date the Tag-Along Sale Notice is deemed to have been received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4Holder. The Escrow Agent Tag-Along Participation Notice shall have no duty or obligation with respect to set forth the collection number of any Purchase Proceeds. shares (con an aggregate basis) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase ProceedsWarrant Stock, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited such Holder elects to include in the Escrow Accounts with Tag-Along Sale. If a Holder, or Holders, of Warrants or Warrant Stock has elected to participate in a Tag-Along Sale, the Tag-Along Seller shall reduce, to the extent necessary, the number of shares of Common Stock that it hereunder, and earnings thereon, if any, is entitled to sell in the UMB Money Market Special AccountTag-Along Sale to permit the Holder, or Holders, of Warrants or Warrant Stock to participate in the Tag-Along Sale and the Holder, or Holders, of Warrant or Warrant Stock so electing shall sell in the Tag-Along Sale such number of shares identified in its Tag-Along Participation Notice. All monies must be deposited If the Tag-Along Participation Notice is not received from a Holder within the 15-day period specified above, the Tag-Along Seller shall have the right to sell or otherwise transfer the shares of Common Stock to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turnproposed transferee without any participation by such Holder, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. but only (i) Prior to delivery to it or its designated agents of on the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest terms and conditions stated in the funds held in escrow hereunderTag-Along Sale Notice, and (ii) if the sale or transfer of such funds shall under no circumstances be available to shares of Common Stock is consummated not later than 60 days after the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessend of such 15-day period specified above.

Procedures. (a) The Fund Escrow Agent will establish an escrow account with for the Escrow Agent Fund, consisting of four (4) segregated sub-accounts, : the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Account (such sub-accounts shall be referred to collectively as the “Escrow Accounts”). (b) Purchase payments that are periodically received by UMBFS the Administrator (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases The Escrow Agent shall have no duty or obligation with respect to the collection of Interests by the Fund from its subscribers (“Repurchase any Purchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (bc) Simultaneously with any deposit of Purchase Proceeds, UMBFS the Administrator will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS the Administrator provides written notice (in the form of a cash letter) to the Escrow Agent that an underlying purchase order has been revoked in the form of (a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or of Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS the demand deposit account maintained by the Administrator on the Fund’s behalf in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (cd) On the last business day of each calendar month, UMBFS the Administrator will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse transfer the Purchase ProceedsProceeds on deposit in the Subscription Sub-Account, if any, on deposit to the Fund’s operating account (the “Cash Disbursement LetterOperating Account”). (de) The Escrow Agent shall provide the Fund and UMBFS the Administrator with (i) a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide (ii) electronic access to such information on a daily basis. At the Escrow Agent’s request, UMBFS the Administrator shall provide periodic summaries of Escrow Account activityactivity to the Escrow Agent. (ef) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings held in the Income Sub-Account will be swept transferred to the Fund’s custody account Operating Account on the first business day of the month. (fg) Proceeds to be delivered to investors in connection with periodic repurchases of Units by the Fund from such investors (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less a five percent (5%) withholding (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account. (h) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS the Administrator will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Repurchase Proceeds, if any, on deposit in custodythe Operating Account to the Repurchase Sub-Account, and a another cash letter instructing the Escrow Agent to move transfer the Repurchase Proceeds out of from the Repurchase Sub-Account to the demand deposit account maintained by the Administrator on the Fund’s behalf for disbursement to investors (each, a “Repurchase Disbursement Letter”)investors. (gi) On an annual basis, UMBFS the Administrator will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (to the “Holdback Disbursement Letter”)demand deposit account maintained by the Administrator on the Fund’s behalf for further transfer to the Fund’s Operating Account or investors, as applicable. (hj) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS the Administrator shall deliver to the Escrow agent Agent a cash letter specifying the corrective action to be taken, and the Escrow Agent shall act in accordance with such instructions. (ik) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (ai) If the Company proposes to undertake an issuance of ROFO Securities after the Closing Date, the Company shall give the ROFO Holders written notice (a “ROFO Notice”) of such intention prior to such proposed issuance, which notice shall include: (A) the type and class or series of ROFO Securities proposed to be issued; (B) the number of such ROFO Securities proposed to be issued; and (C) the other material terms and conditions upon which the Company proposes to issue such ROFO Securities. (ii) The Fund will establish an escrow account with ROFO Holders shall have twenty (20) Business Days after the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically ROFO Notice is received by UMBFS (the “Purchase ProceedsROFO Period”) will to collectively provide a definitive, fully financed and binding offer to the Company to subscribe for up to all of the New Securities proposed to be deposited into issued as set out in the Subscription Sub-AccountROFO Notice (a “First Binding Offer”). Proceeds from periodic repurchases of Interests by To be a valid First Binding Offer, the Fund from its subscribers offer must state (A) that the ROFO Holders (as specified in the First Binding Offer, the “Repurchase ProceedsExercising ROFO Holders”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, jointly and severally agree to subscribe for all or any portion (as described specified in the Fund’s then-current Private Placement Memorandum First Binding Offer) of the ROFO Securities, (B) the “Holdback Amount”exact amount in cash that the Exercising ROFO Holders are prepared to pay, (C) that all required internal approvals on the side of the Exercising ROFO Holders have been obtained, (D) a confirmation that such binding offer is not subject to financing or additional corporate approvals and additional due diligence, (E) any other additional terms and conditions, and (F) a confirmation that if the Company chooses to accept such offer, such offer shall constitute valid and enforceable obligations among the parties thereto (subject to the parties executing definitive agreements relating to the issuance and subscription of ROFO Securities in form and substance consistent with the First Binding Offer), if applicable. Any Holdback Amount will be deposited into For the Holdback Sub-Account (the Subscription Sub-Accountavoidance of doubt, the Repurchase Sub-Account and the Holdback Sub-Account Company shall not be referred obligated to collectively as the “Escrow Accounts”)accept such First Binding Offer. (biii) Simultaneously with If, at the expiration date of the ROFO Period, any deposit of Purchase ProceedsROFO Holder not so specified in the First Binding Offer (or, UMBFS will deliver in the event no First Binding Offer has been given to the Escrow Agent a cash letter (Company at the “Cash Deposit Letter”) confirming the amount expiration of such period, each of the Purchase Proceeds so delivered. ROFO Holders) shall be deemed to have waived all of its rights under this Section 5.15 with respect to, and only with respect to, the proposed issuance specified in such ROFO Notice. (iv) In the event that the Fund or UMBFS provides written notice Exercising ROFO Holders deliver a First Binding Offer during the ROFO Period, and such First Binding Offer is accepted by the Company, then the closing of such issuance of ROFO Securities shall take place according to the Escrow Agent that an underlying purchase order has been revoked terms and conditions of such First Binding Offer or as otherwise agreed to between the Company and the Exercising ROFO Holders. Unless as otherwise agreed between the Company and the Exercising ROFO Holders, the Company shall, in respect of each Exercising ROFO Holder, (1) allot and issue the applicable ROFO Securities to such Exercising ROFO Holder, (2) if applicable, enter such Exercising ROFO Holder’s name in the form register of members to reflect it as the owner of such ROFO Securities (and within one (1) Business Day thereafter deliver a cash letter (the “Purchase Reversal Letter”certified true copy thereof to such Exercising ROFO Holder), and (3) if such ROFO Securities are represented by certificates, issue and deliver certificates representing such ROFO Securities to such Exercising ROFO Holder, in each case against payment by such Exercising ROFO Holder of the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of subscription price for such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS ROFO Securities in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund terms and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited conditions specified in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthFirst Binding Offer. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with Company shall purchase from a Holder, pursuant to this Section 11.01, Securities if the Escrow Agent consisting principal amount of four (4) segregated sub-accounts, such Securities is $1,000 or a multiple of $1,000 if so requested by such Holder. Any purchase by the Subscription Sub-Account, Company contemplated pursuant to the Repurchase Sub-Account, provisions of this Section 11.01 shall be consummated by the Income Sub-Account and delivery of the Holdback Sub-Account. Fundamental Change Purchase payments periodically Price to be received by UMBFS (the “Holder promptly following the later of the Fundamental Change Purchase Proceeds”) will be deposited into Date or the Subscription Subtime of book-Accountentry transfer or delivery of the Securities. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver Notwithstanding anything herein to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice contrary, any Holder delivering to the Escrow Paying Agent that an underlying purchase order has been revoked in the form of a cash letter (Fundamental Change Purchase Notice contemplated by this Section 11.01 shall have the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than right at any time prior to the close of business on the day Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of receipt a written notice of such Purchase Reversal Letter withdrawal to the Paying Agent in accordance with subparagraph Section 11.03(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. At or before 11:00 a.m. (dNew York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or Paragraph 4if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities to be purchased pursuant to this Section 11.01. Payment by the Paying Agent of the Fundamental Change Purchase Price for such Securities shall be made promptly following the later of the Fundamental Change Purchase Date or the time of book-entry transfer from or delivery of such Securities. If the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS Paying Agent holds, in accordance with the payment procedures in Paragraph 4terms of this Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Securities on the Fundamental Change Purchase Date, then, on and after such date, such Securities shall cease to be outstanding and interest (including any Additional Interest), on such Securities shall cease to accrue, whether or not book-entry transfer of such Securities is made or such Securities are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Fundamental Change Purchase Price and previously accrued and unpaid interest (including any Additional Interest), upon delivery or transfer of the Securities). Nothing herein shall preclude any withholding tax required by law. The Escrow Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash held by the Paying Agent for the payment of the Fundamental Change Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the cash held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all cash held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no duty or obligation with respect further liability for the cash delivered to the collection of any Purchase ProceedsTrustee. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account If CONE Gathering proposes to Transfer all or any part of any ROFO Asset (other than to a CONE Gathering Group member in accordance with Section 4.1(a)) during the Escrow Agent consisting of four ROFO Period (4) segregated sub-accountsa “Proposed Transaction”), CONE Gathering shall, prior to entering into any such Proposed Transaction, first give notice in writing to the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Partnership (the “Purchase ProceedsROFO Notice”) will of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and details that would be deposited necessary for the Partnership to make a responsive offer to enter into the Subscription SubProposed Transaction with CONE Gathering, which terms, conditions and details shall at a minimum include any terms, conditions or details that CONE Gathering would propose to provide to non-AccountAffiliates in connection with the Proposed Transaction. Proceeds from periodic repurchases If the Partnership determines to purchase the ROFO Assets, the Partnership shall have 60 days following receipt of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited ROFO Notice to propose an offer to enter into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum Proposed Transaction with CONE Gathering (the “Holdback AmountROFO Response”), if applicable. Any Holdback Amount will be deposited into The ROFO Response shall set forth the Holdback Sub-Account terms and conditions (including the Subscription Sub-Account, purchase price the Repurchase Sub-Account Partnership proposes to pay for the ROFO Asset and the Holdback Subother terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. If no ROFO Response is delivered by the Partnership within such 60-Account day period, then the Partnership shall be referred deemed to collectively as the “Escrow Accounts”have waived its right of first offer with respect to such ROFO Asset, subject to Section 4.2(c). (b) Simultaneously Unless the ROFO Response is rejected pursuant to written notice delivered by CONE Gathering to the Partnership within 60 days of the delivery to CONE Gathering of the ROFO Response, such ROFO Response shall be deemed to have been accepted by CONE Gathering, and CONE Gathering shall enter into an agreement with any deposit the Partnership providing for the consummation of Purchase Proceedsthe Proposed Transaction upon the terms set forth in the ROFO Response. Unless CONE Gathering and the Partnership otherwise agree, UMBFS the terms of the purchase and sale agreement will include the following: (i) the Partnership will deliver to the Escrow Agent a cash letter agreed purchase price (in cash, Partnership Interests, an interest-bearing promissory note or any combination thereof); (ii) the “Cash Deposit Letter”) confirming closing date for the amount purchase of the Purchase Proceeds so delivered. In ROFO Asset shall occur no later than 180 days following receipt by CONE Gathering of the event ROFO Response pursuant to Section 4.2(a); (iii) each of CONE Gathering and the Fund Partnership shall use commercially reasonable efforts to do or UMBFS provides written notice cause to be done all things that may be reasonably necessary or advisable to effectuate the Escrow Agent that an underlying purchase order has been revoked in the form consummation of a cash letter (the “Purchase Reversal Letter”any transactions contemplated by this Section 4.2(b), including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith; and (iv) neither CONE Gathering nor the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent Partnership shall have no duty or any obligation with respect to consummate the collection of Proposed Transaction if any Purchase Proceedsconsent referred to in Section 4.1(b) has not been obtained. (c) On If the last business day Partnership has not timely delivered a ROFO Response as specified above with respect to a Proposed Transaction that is subject to a ROFO Notice, CONE Gathering shall be free to enter into a Proposed Transaction with any third party on terms and conditions no more favorable to such third party than those set forth in the ROFO Notice. If CONE Gathering rejects a ROFO Response with respect to any Proposed Transaction, CONE Gathering shall be free to enter into a Proposed Transaction with any third party (i) on terms and conditions (excluding those relating to price) that are not more favorable in the aggregate to such third party than those proposed in respect of each calendar month, UMBFS will deliver the Partnership Group in the ROFO Response and (ii) at a price equal to no less than 100% of the Escrow Agent a cash letter instructing price offered by the Escrow Agent Partnership in the ROFO Response to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”)CONE Gathering. (d) The Escrow Agent shall provide the Fund Partnership can assign its rights and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activityobligations under this Article IV to any Group Member. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. If Tenant desires to assign this Lease or any interest therein or sublet all or part of the Premises, Tenant shall give Landlord written notice (ai) The Fund will establish an escrow account to sublet from Tenant any portion of the Premises proposed by Tenant to be sublet, for the term for which such portion is proposed to be sublet, but at the same Rent (including Additional Rent as provided for in Sections 7 and 9) as Tenant is required to pay to Landlord under this Lease for the same space, computed on a pro rata square footage basis, and during the term of such sublease Tenant shall be released of its obligations under the Lease with regard to the Escrow Agent consisting subject space, (ii) if the term of four the sublease (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”including any renewal terms) will be deposited into expire during the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers final eighteen (“Repurchase Proceeds”18) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount months of the Purchase Proceeds so delivered. In the event the Fund term (or UMBFS provides written notice to the Escrow Agent that an underlying purchase order if Tenant has been revoked in the form of exercised a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceedsrenewal option, if any, on deposit then during the final eighteen (18) months of the “Cash Disbursement Letter”subject renewal period). , to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be sublet, or (diii) The Escrow Agent to approve Tenant's proposal to sublet conditional upon Landlord's subsequent written approval of the specific sublease obtained by Tenant and the specific subtenant named therein. If Landlord exercises its option in (i) above, then Landlord may, at Landlord's sole cost, construct improvements in the subject space and, so long as the improvements are suitable for general office purposes, Landlord shall provide have no obligation to restore the Fund and UMBFS subject space to its original condition following the termination of the sublease. If Landlord exercises its option described in (iii) above, Tenant shall submit to Landlord for Landlord's written approval Tenant's proposed sublease agreement (in which the proposed subtenant shall be named) together with a current reviewed or audited financial statement prepared by a certified public accountant for such proposed subtenant and a credit report on such proposed subtenant prepared by a recognized credit reporting agency. If Landlord fails to exercise any aforesaid option to sublet or to terminate, this shall not be construed as or constitute a waiver of any of the assets held and transactions provisions of this Section. If Landlord exercises any such option to sublet or to terminate, Landlord shall not have any liability for any real estate brokerage commission(s) or with respect to any of the Escrow Accounts on a monthly basis costs and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for expenses that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund Tenant may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made have incurred in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunderproposed subletting, and Tenant agrees to hold Landlord harmless from and against any and all claims (including, without limitation, claims for commissions) arising from such funds proposed subletting. Landlord's foregoing rights and options shall under no circumstances continue throughout the term. For purposes of this Section, a proposed assignment of this Lease in whole or in part shall be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessdeemed a proposed subletting of such space.

Procedures. (a) The Fund will establish an escrow account In connection with the Escrow Agent consisting of four (4) segregated sub-accountsany Discounted Prepayment, the Subscription Sub-Account, applicable Credit Party (or Subsidiary thereof) will notify Agent and Lenders holding the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Term Loan in writing (the “Purchase ProceedsDiscounted Prepayment Notice”) will that it desires to prepay the Term Loan on a specified Business Day, in a maximum aggregate amount (which amount shall be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases not less than $1,000,000 and whole increments of Interests by the Fund from its subscribers (“Repurchase Proceeds”$100,000 in excess thereof) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Discounted Prepayment Amount”), if applicable. Any Holdback Amount will ) at a discount to par (which shall be deposited into expressed as a range of percentages of par of the Holdback Sub-Account principal amount of the Term Loan) specified by such Credit Party (the Subscription Sub-Accountor Subsidiary thereof) with respect to each Discounted Prepayment, the Repurchase Sub-Account and the Holdback Sub-Account “Discount Price Range”); provided, that such notice shall be referred to collectively as the “Escrow Accounts”). received by Agent and Lenders no earlier than fifteen (b15) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver Business Days and no later than five Business Days prior to the Escrow Agent proposed date of such Discounted Prepayment. In connection with a cash letter Discounted Prepayment, the applicable Credit Party (or Subsidiary thereof) will allow each Lender holding the Term Loan to specify to Borrower and, except to the extent necessary to determine the Applicable Discount Price in the following sentence, on a confidential basis, a discount to par (which shall be expressed as a price equal to a percentage of par of the principal amount of the Term Loan held by such Lender) (the “Cash Deposit LetterAcceptable Discount Price”) confirming the for a principal amount (subject to rounding requirements specified by Agent) of the Purchase Proceeds so deliveredTerm Loan held by such Lender at which such Lender is willing to permit such voluntary prepayment. In Based on the event Acceptable Discount Prices and principal amounts of the Fund or UMBFS provides written notice to Term Loan specified by Lenders, Agent, in consultation with the Escrow Agent that an underlying purchase order has been revoked in Borrower, will determine the form of a cash letter applicable discount price (the “Purchase Reversal LetterApplicable Discount Price”)) for the applicable Discounted Prepayment, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings which will be swept to the Fund’s custody account on the first business day lower of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it the lowest Acceptable Discount Price at which the applicable Credit Party (or its designated agents of Subsidiary thereof) can complete the Purchase Proceeds or Repurchase ProceedsDiscounted Prepayment for the Discounted Prepayment Amount and (ii) if the Lenders’ response is such that the Discounted Prepayment could not be completed for the full Discounted Prepayment Amount, the Fund highest Acceptable Discount Price specified by the Lenders that is within the Discount Price Range specified by the applicable Credit Party (or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessSubsidiary thereof).

Procedures. (a) The Fund will establish an escrow account with If Tenant desires to assign this Lease or any interest therein or sublet all or part of the Escrow Agent consisting of four (4) segregated sub-accountsPremises, Tenant shall give Landlord written notice thereof designating the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account space proposed to be sublet and the Holdback Sub-Accountterms proposed. Purchase payments periodically received Landlord shall have the prior right and option (to be exercised by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter Tenant given within fifteen (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of 15) days after receipt of Tenant's notice) (i) to sublet from Tenant any portion of the Premises proposed by Tenant to be sublet, for the term for which such Purchase Reversal Letter portion is proposed to be sublet, but at the same Rent (including Additional Rent as provided for in accordance Sections 7 and 9) as Tenant is required to pay to Landlord under this Lease for the same space, computed on a pro rata square footage basis, and during the term of such sublease Tenant shall be released of its obligations under the Lease with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect regard to the collection subject space, (ii) if the term of the sublease (including any Purchase Proceeds. renewal terms) will expire during the final eighteen (c18) On months of the last business day of each calendar month, UMBFS will deliver to the Escrow Agent term (or if Tenant has exercised a cash letter instructing the Escrow Agent to disburse the Purchase Proceedsrenewal option, if any, on deposit then during the final eighteen (18) months of the “Cash Disbursement Letter”subject renewal period). , to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be sublet, or (diii) The Escrow Agent to approve Tenant's proposal to sublet conditional upon Landlord's subsequent written approval of the specific sublease obtained by Tenant and the specific subtenant named therein. If Landlord exercises its option in (i) above, then Landlord may, at Landlord's sole cost, construct improvements in the subject space and, so long as the improvements are suitable for general office purposes, Landlord shall provide have no obligation to restore the Fund and UMBFS subject space to its original condition following the termination of the sublease. If Landlord exercises its option described in (iii) above, Tenant shall submit to Landlord for Landlord's written approval Tenant's proposed sublease agreement (in which the proposed subtenant shall be named) together with a current reviewed or audited financial statement prepared by a codified public accountant for such proposed subtenant and a credit report on such proposed subtenant prepared by a recognized credit reporting agency. If Landlord fails to exercise any aforesaid option to sublet or to terminate, this shall not be construed as or constitute a waiver of any of the assets held and transactions provisions of this Section. If Landlord exercises any such option to sublet or to terminate, Landlord shall not have any liability for any real estate brokerage commission(s) or with respect to any of the Escrow Accounts on a monthly basis costs and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for expenses that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund Tenant may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made have incurred in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunderproposed subletting, and Tenant agrees to hold Landlord harmless from and against any and all claims (including, without limitation, claims for commissions) arising from such funds proposed subletting. Landlord's foregoing rights and options shall under no circumstances continue throughout the term. For purposes of this Section, a proposed assignment of this Lease in whole or in part shall be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessdeemed a proposed subletting of such space.

Procedures. (a) The Fund will establish an escrow account with Certificates which represent shares of Seller Common Stock (including certificates representing shares of predecessor entities to Seller which have previously been converted into shares of Seller Common Stock) that are outstanding immediately prior to the Escrow Agent consisting Effective Time (a "CERTIFICATE") and are converted into shares of four (4) segregated sub-accountsBuyer Common Stock pursuant to Section 2.06 hereof shall, after the Subscription Sub-AccountEffective Time, the Repurchase Sub-Account, the Income Sub-Account be deemed to represent shares of Buyer Common Stock into which such shares have been converted and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will shall be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests exchangeable by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described holders thereof in the Fund’s then-current Private Placement Memorandum (manner provided in the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited transmittal materials described below for new certificates representing the shares of Buyer Common Stock into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”)which such shares have been converted. (b) Simultaneously Buyer shall use all reasonable efforts to cause the Exchange Agent to send to each holder of record of shares of Seller Common Stock outstanding at the Effective Time as promptly as practicable, and in any event within seven (7) days after the Effective Time, transmittal materials (which shall be reviewed with and be reasonably acceptable to Seller) for use in exchanging the certificates for such shares for certificates for shares of Buyer Common Stock into which such shares of Seller Common Stock have been converted pursuant to Section 2.06 hereof. Upon surrender of a Certificate, together with a duly executed letter of transmittal, and any deposit other required documents, the holder of Purchase Proceedssuch Certificate shall be entitled to receive, UMBFS will deliver in exchange therefor, a certificate for the number of shares of Buyer Common Stock to which such holder is entitled pursuant to Section 2.06(b)(i) hereof and such Certificate as surrendered shall forthwith be canceled. No dividend or other distribution payable after the Effective Time with respect to Buyer Common Stock shall be paid to the Escrow Agent a cash letter (holder of any unsurrendered Certificate until the “Cash Deposit Letter”) confirming holder thereof surrenders such Certificate, at which time such holder shall receive all dividends and distributions, without interest thereon, previously payable but withheld from such holder pursuant hereto. After the amount Effective Time, there shall be no transfers on the stock transfer books of the Purchase Proceeds so delivered. In Seller of shares of Seller Common Stock which were issued and outstanding at the event the Fund or UMBFS provides written notice Effective Time and converted pursuant to the Escrow Agent that an underlying purchase order has been revoked provisions of Section 2.06 hereof. If, after the Effective Time, Certificates are presented for transfer to the Seller, they shall be canceled and exchanged for the shares of Buyer Common Stock deliverable in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS respect thereof as determined in accordance with the payment provisions and procedures set forth in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceedsthis Article II. (c) On After the last business day Effective Time, holders of each calendar monthcertificates of Seller Common Stock shall cease to be, UMBFS will deliver and shall have no rights as, stockholders of the Seller, other than (i) to receive shares of Buyer Common Stock into which such shares have been converted and, if applicable, fractional share payments pursuant to the Escrow Agent a cash letter instructing provisions hereof, or (ii) the Escrow Agent rights afforded to disburse any Dissenting Holder (as defined in Section 2.06(c)) under applicable provisions of the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”)MBCL. (d) The Escrow Agent Neither the Buyer nor the Seller nor any other person shall provide the Fund and UMBFS be liable to any former holder of shares of Seller Common Stock for any shares or any dividends or distributions with respect thereto properly delivered to a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestpublic official pursuant to applicable abandoned property, UMBFS shall provide periodic summaries of Escrow Account activityescheat or similar laws. (e) The Escrow Agent In the event any Certificate shall invest all amounts deposited in have been lost, stolen or destroyed, upon receipt of appropriate evidence as to such loss, theft or destruction and to the Escrow Accounts with it hereunderownership of such Certificate by the person claiming such Certificate to be lost, stolen or destroyed, and earnings thereonthe receipt by the Buyer of appropriate and customary indemnification, the Buyer will issue in exchange for such lost, stolen or destroyed Certificate shares of Buyer Common Stock and the fractional share payment, if any, deliverable with respect thereof, as determined in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthaccordance with this Article II. (f) The Fund may from time In lieu of the issuance of fractional shares of Buyer Common Stock pursuant to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day Section 2.06(b) of each calendar quarter during which repurchases occurthis Agreement, UMBFS cash adjustments, without interest, will deliver be paid to the Escrow Agent a holders of Seller Common Stock in respect of any fractional share that would otherwise be issuable and the amount of such cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.shall

Procedures. (ai) The Fund will establish If the Company proposes to undertake an escrow account with issuance of Pre-emptive Securities after the Escrow Agent consisting of four (4) segregated sub-accountsClosing Date, the Subscription SubCompany shall give each Pre-Accountemptive Right Holder written notice (an “Issuance Notice”) of such intention prior to such proposed issuance, which notice shall include: (A) the type and class or series of Pre-emptive Securities; (B) the number of such Pre-emptive Securities to be issued; (C) the per share price of such Pre-emptive Securities; (D) if applicable, such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 5.16(a)(i); (E) if applicable, the Repurchase Subidentity of the prospective transferee; and (F) the other material terms and conditions upon which the Company proposes to issue such Pre-Account, emptive Securities. (ii) Each Pre-emptive Right Holder shall have the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS right (the “Purchase ProceedsPre-emptive Right”) will be deposited into to subscribe up to such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 5.16(a)(i) at the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by price per share and upon the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described other terms and conditions specified in the Fund’s then-current Private Placement Memorandum Issuance Notice and shall have ten (10) Business Days after the Issuance Notice is received (the “Holdback AmountPre-emptive Period”), if applicable. Any Holdback Amount will ) to exercise its Pre-emptive Right by giving written notice (a “Pre-emptive Acceptance Notice”) to the Company and stating therein the quantity of Pre-emptive Securities to be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”)subscribed. (biii) Simultaneously with If, at the expiration date of the Pre-emptive Period, any deposit of Purchase Proceeds, UMBFS will deliver Pre-emptive Right Holder has not exercised its Pre-emptive Right by giving an Pre-emptive Acceptance Notice to the Escrow Agent a cash letter Company, such holder shall be deemed to have waived all of its rights under this Section 5.16 with respect to, and only with respect to, the proposed issuance specified in such Issuance Notice. (the “Cash Deposit Letter”iv) confirming the amount of the Purchase Proceeds so delivered. In the event that any Pre-emptive Right Holder delivers a Pre-emptive Acceptance Notice during the Fund or UMBFS provides written notice Pre-emptive Period, then the closing of such issuance of Pre-emptive Securities shall take place within fifteen (15) Business Days after the later to occur of (A) the Escrow Agent that an underlying purchase order has been revoked expiry of the Pre-emptive Period, and (B) the receipt of all regulatory approvals required for such issuance. Upon such closing, the Company shall (1) allot and issue the applicable Pre-emptive Securities to each Pre-emptive Right Holder exercising the Pre-emptive Rights pursuant to this Section 5.16, (2) if applicable, enter each such Pre-emptive Right Holder’s name in the form register of members to reflect it as the owner of such Pre-emptive Securities (and within one (1) Business Day thereafter deliver a cash letter (the “Purchase Reversal Letter”certified true copy thereof to such Pre-emptive Right Holder), and (3) if such Pre-emptive Securities are represented by certificates, issue and deliver certificates representing such Pre-emptive Securities to such Pre-emptive Right Holder, in each case against payment by such Pre-emptive Right Holder of the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of subscription price for such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription SubPre-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS emptive Securities in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund terms and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited conditions specified in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthIssuance Notice. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a 5 percent (5%) withholding amount (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)letter, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. Promptly after Closing, Purchaser and Sellers shall take the following actions in order to obtain any recapture bonds (the "Bonds") required to be delivered to the Internal Revenue Service (the "IRS") in order for Sellers to avoid any recapture of federal income tax credits claimed by Sellers pursuant to Section 42 of the Code with respect to their ownership of the Partnership Interests. (a) The Fund will establish an escrow account with Sellers shall request from the Escrow Agent consisting IRS a 30-day extension of four the due date for providing the Bonds (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholdingsuch due date, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”)it may be extended from time to time, if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be is hereinafter referred to collectively as the “Escrow Accounts”"Bonding Date").; (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver Purchaser shall use its best efforts to obtain a written commitment from a surety selected by Purchaser and reasonably acceptable to Sellers (the "Surety") which contains the following provisions: (i) if the Merger occurs prior to the Escrow Agent a cash letter (Bonding Date and Purchaser guarantees the “Cash Deposit Letter”) confirming the amount obligations of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice Sellers to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation Surety with respect to the collection Bonds, the Surety will issue the Bonds on or prior to the Bonding Date for a premium based on Purchaser's credit rating; (ii) if the Merger does not occur prior to the Bonding Date and Purchaser does not guarantee the obligations of any Purchase ProceedsSellers to the Surety with respect to the Bonds, the Surety will issue the Bonds on or prior to the Bonding Date for a premium based on Sellers' credit rating; and (iii) if the Merger occurs after the Bonding Date and the Surety has already issued the Bonds for a premium based on Sellers' credit rating and Purchaser then delivers to the Surety a guarantee of the obligations of Sellers to the Surety with respect to the Bonds, then the surety will pay to the Purchaser, in exchange for such guarantee, an amount equal to the excess of (x) the premium charged for the Bonds based on Sellers' credit rating over (y) the premium that would have been charged for the Bonds based on Purchaser's credit rating. (c) On Purchaser and Sellers shall cooperate with each other and prepare, execute and deliver such documents and forms as may be necessary to obtain the last business day of each calendar month, UMBFS will deliver Bonds prior to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”)Bonding Date. (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account In connection with the Escrow Agent consisting of four (4) segregated sub-accountsany Discounted Prepayment, the Subscription Sub-Account, Discounted Prepayment Offeror will notify the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Administrative Agent in writing (the “Purchase ProceedsDiscounted Prepayment Notice”) that the Discounted Prepayment Offeror desires to prepay the Term Loans on a specified Business Day, in a maximum aggregate amount (which amount will be not less than $1,000,000 and whole increments of $100,000 in excess thereof) (the “Discounted Prepayment Amount”) at a discount to par (which will be expressed as a range of percentages of par of the principal amount of the Term Loans) specified by the Discounted Prepayment Offeror with respect to each Discounted Prepayment (the “Discount Price Range”); provided that (i) such notice will be received by the Administrative Agent and Lenders no earlier than 15 Business Days and no later than 5 Business Days prior to the proposed date by which Lenders are required to respond to the Discounted Prepayment Notice if they desire to participate (the “Discounted Prepayment Response Date”) and (ii) at the Discounted Prepayment Offeror’s discretion, the offer in any such notice will be made to all Lenders holding Term Loans (it being understood that different Discount Price Ranges may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.25). The Administrative Agent will promptly provide each Lender of the applicable Classes a copy of such Discounted Prepayment Notice. In connection with a Discounted Prepayment, each Lender holding the Term Loans of the applicable Classes will be entitled to specify to the Administrative Agent a discount to par (which will be expressed as a price equal to a percentage of par of the principal amount of the Term Loans held by such Lender, the “Acceptable Discount Price”) within the Discount Price Range for a principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans of the applicable Class held by such Lender at which such Xxxxxx is willing to accept such Discounted Prepayment. Each response by a Lender to a Discounted Prepayment Notice (A) will be deposited into due no later than 5:00 p.m. (New York City time) on the Subscription Sub-Account. Proceeds from periodic repurchases of Interests Discounted Prepayment Response Date, (B) to the extent not timely received by the Fund from its subscribers (“Repurchase Proceeds”) Administrative Agent will be deposited into disregarded and such Lender will be deemed to have declined the Repurchase Sub-AccountDiscounted Prepayment offer and (C) to the extent timely received by the Administrative Agent will be irrevocable. The Administrative Agent will provide the Discounted Prepayment Offeror with a summary of all tenders by Lenders in response to the Discounted Prepayment Notice and, less an appropriate withholdingbased on the Acceptable Discount Prices and principal amounts of the Term Loans of the applicable Classes specified by Lenders, as described the Administrative Agent, in consultation with the Fund’s then-current Private Placement Memorandum Discounted Prepayment Offeror, will determine the applicable discount price (the “Holdback AmountApplicable Discount Price”)) for the applicable Discounted Prepayment of all Loans to be prepaid in such Discounted Prepayment, if applicable. Any Holdback Amount which will be deposited into the Holdback Sub-Account lower of (1) the Subscription Sub-Accountlowest Acceptable Discount Price at which the Discounted Prepayment Offeror can complete the Discounted Prepayment for 100% of the Discounted Prepayment Amount and (2) if the Lenders’ response is such that the Discounted Prepayment could not be completed for 100% of the Discounted Prepayment Amount, the Repurchase Sub-Account and highest Acceptable Discount Price specified by the Holdback Sub-Account shall be referred to collectively as Lenders that is within the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase ProceedsDiscount Price Range specified by the Discounted Prepayment Offeror. The Discounted Prepayment Offeror will have the right, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides by written notice to the Escrow Agent that an underlying purchase order has been revoked Administrative Agent, to revoke in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly full (but not in no event later than the close of business part) its offer to make a Discounted Prepayment and rescind any Discounted Prepayment Notice therefor at its discretion at any time on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect prior to the collection applicable Discounted Prepayment Response Date (and if such offer is revoked or notice rescinded, any failure by the Discounted Prepayment Offeror to make a prepayment to a Lender, as applicable, pursuant to this Section will not constitute a Default or Event of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”Default under Section 8.1 or otherwise). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account Design-Builder shall notify Owner in writing when it believes Substantial Completion has been achieved with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver respect to the Escrow Agent a cash letter Work. Within five (the “Cash Deposit Letter”5) confirming the amount Days of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of Owner's receipt of Design-Builder's notice, Owner and Design-Builder will jointly inspect such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter Work to UMBFS verify that it is substantially complete in accordance with the payment procedures requirements of the Contract Documents. If such Work is deemed substantially complete, Design-Builder shall prepare and issue a "Certificate of Substantial Completion" for the Work that will set forth (i) the date of Substantial Completion, (ii) the remaining items of Work that have to be completed before Final Payment ("Punch List"), (iii) provisions (to the extent not already provided in Paragraph 4. The Escrow Agent shall have no duty or obligation this Agreement) establishing Owner's and Design-Builder's responsibility for the Project's security, Green Plains Renewable Energy, Inc. January 13, 2006 maintenance, utilities and insurance pending Final Payment, and (iv) an acknowledgment that warranties with respect to the collection Work commence on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion. Upon Substantial Completion of the entire Work and satisfaction of the Performance Guarantee Criteria listed in Exhibit A, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion, and less an amount equal to the value of any Purchase ProceedsSubcontractor lien waivers not yet obtained. (ca) On the last business day of each calendar monthOwner, UMBFS will deliver to the Escrow Agent at its option, may use a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement portion of the assets held and transactions Work prior to completion of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestentire Work; provided, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior a Certificate of Substantial completion has been issued for the portion of Work addressing the items set forth in Section 6.5.3 above, (ii) Design-Builder and Owner have, to delivery to it the extent required, obtained the consent of their sureties and insurers and the appropriate government authorities having jurisdiction over the Project, and (iii) Owner and Design-Builder agree that Owner's use or its designated agents occupancy will not interfere with Design-Builder's completion of the Purchase Proceeds or Repurchase Proceeds, remaining Work in accordance with the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessContract Documents.

Procedures. (i) Subject to the proviso to clause (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accountsabove, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds Borrower may from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred time to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked time solicit Discounted Prepayment Offers in the form of a cash letter Discounted Prepayment Offer Solicitation by providing notice to the Administrative Agent at least three (3) Business Days (unless a shorter notice period is agreed to by the Administrative Agent in its sole discretion) in advance of the proposed Discounted Prepayment Offer Solicitation; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of Term Loans subject to a discounted prepayment offer solicitation in accordance with clause (iv) below (the “Purchase Reversal LetterTarget Discounted Prepayment Amount”), the Escrow Class or Classes of Term Loans subject to such offer and the maximum prepayment price (expressed as a percentage of principal amount) of each relevant Class of Term Loans at which the Borrower is willing to prepay such Term Loans (the “Maximum Prepayment Price”) (it being understood that different Maximum Prepayment Prices and Target Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each offer will be treated as a separate offer pursuant to the terms of this Section 2.26), (III) the Target Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof (or the remaining outstanding amount of such Class of Term Loans) and (IV) subject to clause (h)) below, each such solicitation by the Borrower shall remain outstanding through the Discounted Prepayment Response Date. The Administrative Agent will promptly provide each Lender holding the applicable Class of Term Loans with a copy of such Discounted Prepayment Offer Solicitation and a form of the Discounted Prepayment Offer to be submitted by a responding Lender to the Administrative Agent by no later than 5:00 p.m. New York time on the Discounted Prepayment Response Date. Except in the case of any amendment or modification of a Discounted Prepayment Offer Solicitation as set forth in clause (h) below, each Lender’s Discounted Prepayment Offer shall be irrevocable and shall specify a minimum prepayment price (expressed as a percentage of principal amount), which shall be at or below the Maximum Prepayment Price (the “Submitted Prepayment Price”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class and the maximum aggregate principal amount and Class of such Lender’s Term Loans subject to a discounted prepayment offer in accordance with clause (d) below (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Prepayment Price. Each Lender may only submit one Discounted Prepayment Offer, but each Discounted Prepayment Offer may contain up to three offers, with each such offer specifying a Submitted Prepayment Price for the applicable Class or Classes of Term Loans and a corresponding Submitted Amount therefor (each such offer, a “Tiered Offer”), only one of which may result in a Qualifying Offer. Any Lender whose Discounted Prepayment Offer is not received by the Administrative Agent by the Discounted Prepayment Response Date shall be deemed to have declined to make a Discounted Prepayment Offer and to have declined to accept a Discounted Prepayment of any of its Term Loans at any prepayment price at or below the Maximum Prepayment Price. (ii) The Administrative Agent shall promptly (but promptly, following a request by the Borrower, advise the Borrower and, in any event, no event later than the close first Business Day following a Discounted Prepayment Response Date, of business all Discounted Prepayment Offers. The Administrative Agent shall review all Discounted Prepayment Offers received on or before the day applicable Discounted Prepayment Response Date and shall determine (subject to the approval of receipt the Borrower and subject to the rounding requirements of the Administrative Agent made in its reasonable discretion) the Clearing Prepayment Price and the Class(es) of Term Loans to be prepaid at such Purchase Reversal Letter Clearing Prepayment Price in accordance with subparagraph this Section 2.26. As used herein, the “Clearing Prepayment Price” shall be the lowest prepayment price at or below the Maximum Prepayment Price that yields a Discounted Prepayment in an aggregate principal amount equal to the lower of (dx) the Target Discounted Prepayment Amount and (y) the sum of all Submitted Amounts. Each Lender that has submitted a Discounted Prepayment Offer to accept prepayment at a prepayment price that is at or Paragraph 4) transfer from below the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation Clearing Prepayment Price with respect to the collection one or more Classes of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors Term Loans (each, a “Repurchase Disbursement LetterQualifying Offer”) shall be deemed to have irrevocably consented to the prepayment of such Class or Classes or Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (iii)) at the Clearing Prepayment Price (each such Lender, a “Participating Lender”). If a Participating Lender has submitted a Discounted Prepayment Offer containing Tiered Offers for the applicable Class or Classes of Term Loans at different Submitted Prepayment Prices, only the Tiered Offer with the highest Submitted Prepayment Price that is equal to or less than the Clearing Prepayment Price will be deemed to be the Discounted Prepayment Offer of such Participating Lender. (giii) On an annual basisSubject to clause (h) below, UMBFS if there is at least one Participating Lender, the Borrower will deliver prepay the Submitted Amount of the applicable Class(es) of each Participating Lender at the Clearing Prepayment Price for such Class(es); provided that if the Submitted Amount by all Participating Lenders offered at a prepayment price at or below the Clearing Prepayment Price exceeds the Target Discounted Prepayment Amount for the applicable Class(es), prepayment of the principal amount of the relevant Class(es) of Term Loans for those Participating Lenders whose Submitted Prepayment Price is equal to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account Clearing Prepayment Price (the “Holdback Disbursement LetterIdentified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender for such Class, and the Administrative Agent (subject to the approval of the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Discounted Prepayment Proration”). . Unless a Discounted Prepayment Offer Solicitation is withdrawn in accordance with clause (h) In below, promptly, and in any case within five (5) Business Days following the event an adjustment needs Discounted Prepayment Response Date, (I) the Borrower shall notify the Administrative Agent of the Discounted Prepayment Effective Date, (II) the Administrative Agent shall notify each Lender of the Discounted Prepayment Effective Date, the Clearing Prepayment Price for each Class of Term Loans, and the aggregate principal amount of the Discounted Prepayment and each Class of Term Loans to be made prepaid at the Clearing Prepayment Price on such date (the “Clearing Prepayment Price Notice”), and (III) the Administrative Agent shall notify each Participating Lender of the aggregate principal amount of each Class of Term Loans of such Lender to be prepaid at the Clearing Prepayment Price on such date. Each determination by the Borrower of the amounts stated in connection with any money movement hereunder, UMBFS shall deliver the foregoing notices to the Escrow agent a cash letter specifying the corrective action to Lenders shall be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest conclusive and binding for all purposes absent manifest error. The payment amount specified in the funds held in escrow hereunder, and such funds shall under no circumstances be available notice to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessLenders shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (d) below (subject to subsection (h) below).

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a ______ percent (___%) withholding amount (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)letter, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to in the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings earning on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the each month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests Shares by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a withholding amount (the “Holdback Amount”), such amount typically being 5% of the repurchase amount, if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)letter, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar monthmonth or as otherwise instructed by the Fund, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. Notwithstanding the foregoing, until the date of the Fund’s initial closing no amounts will be invested in the UMB Money Market Special Account and no investment earnings will be earned or credited for amounts held in any Escrow Accounts. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On After UMBFS has received written confirmation from the last business day Fund of each calendar quarter during the value of Shares being repurchased for any applicable period for which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent Agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account In connection with the Escrow Agent consisting of four (4) segregated sub-accountsany Discounted Prepayment, the Subscription Sub-Account, Borrower will notify the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received Administrative Agent (a copy of which shall be delivered or otherwise made available by UMBFS Administrative Agent to each Term Lender) in writing (the “Purchase ProceedsDiscounted Prepayment Notice”) will that the Borrower desires to prepay the Term Loans on a specified Business Day, in a maximum aggregate amount (which amount shall be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases not less than $5,000,000 and whole increments of Interests by the Fund from its subscribers $500,000 in excess thereof (“Repurchase Proceeds”unless a lesser amount of Term Loans is outstanding)) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Discounted Prepayment Amount”), if applicable. Any Holdback Amount will ) at a discount to par (which shall be deposited into expressed as a range of percentages of par of the Holdback Sub-Account (principal amount of the Subscription Sub-AccountTerm Loans) specified by the Borrower with respect to each Discounted Prepayment, the Repurchase Sub-Account and the Holdback Sub-Account “Discount Price Range”); provided that such notice shall be referred received by the Administrative Agent no earlier than sixty (60) days and no later than five (5) Business Days prior to collectively the proposed date of such Discounted Prepayment. In connection with a Discounted Prepayment, the Borrower will allow each Term Lender to specify a discount to par (which shall be expressed as a price equal to a percentage of par of the principal amount of the Term Loans held by such Term Lender, the “Escrow AccountsAcceptable Discount Price”). ) for a principal amount (bsubject to rounding requirements specified by the Administrative Agent) Simultaneously of the Term Loans held by such Term Lender at which such Term Lender is willing to permit such voluntary prepayment. Based on the Acceptable Discount Prices and principal amounts of the Term Loans specified by Term Lenders, the Administrative Agent, in consultation with any deposit of Purchase Proceedsthe Borrower, UMBFS will deliver to determine the Escrow Agent a cash letter applicable discount price (the “Cash Deposit LetterApplicable Discount Price”) confirming for the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)applicable Discounted Prepayment, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings which will be swept to the Fund’s custody account on the first business day lower of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceedslowest Acceptable Discount Price at which the Borrower can complete the Discounted Prepayment for the Discounted Prepayment Amount and (ii) if the Term Lenders’ response is such that the Discounted Prepayment could not be completed for the full Discounted Prepayment Amount, the Fund or its agents shall have no title, right, claim, lien or any other interest in highest Acceptable Discount Price specified by the funds held in escrow hereunder, and such funds shall under no circumstances be available to Term Lenders that is within the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessDiscount Price Range specified by the Borrower.

Procedures. (a) The Fund will establish an escrow account with A. In the Escrow Agent consisting event of four (4) segregated sub-accountsany conflict between the provisions of this Lease and this Exhibit “B”, the Subscription Sub-Accountprovisions of the Lease shall control. B. Within fifteen (15) calendar days after the execution of the Lease, Tenant shall submit to Landlord, for Landlord’s approval, the Repurchase Sub-Accountconceptual drawings. Within thirty (30) calendar days after Landlord’s approval of such conceptual drawings, Tenant shall submit to Landlord, for Landlord’s approval, the Income Subconstruction drawings and specifications. C. Within ten (10) calendar days thereafter, Landlord shall return to Tenant one (1) set of drawings and specifications with approval and/or comments. Tenant shall promptly make any requested changes or, as the case may be, promptly obtain Landlord’s written approval to alternate solutions. D. Tenant shall not start construction of the Demised Premises until (i) Landlord has approved Tenant’s construction documents, (ii) Landlord has approved Tenant’s Contractor and Subcontractors, (iii) Tenant has secured and furnished copies to Landlord of all necessary state and local building permits for jurisdictional authorities, (iv) Tenant has furnished Landlord the policies of insurance as set forth in Article IV, Section 6(I) of this Document and (v) Tenant has furnished Landlord with copies of its No-Account Lien Agreements with its Contractor(s) and evidence of the Holdback Sub-Account. Purchase payments periodically received by UMBFS (filing of such agreements in the “Purchase Proceeds”) office of the Prothonotary of Allegheny County. E. Should Tenant make any changes in Tenant’s Work after date of final approval of Tenant’s plans that result in changes to Landlord’s work, Tenant shall reimburse Landlord for all costs, including architectural or engineering fees associated therewith. F. Tenant shall furnish to Landlord, for approval, a construction schedule and shall complete all work within the Demised Premises as expeditiously as possible in conformity with such approved schedule. G. Landlord, may, at Landlord’s option, require Tenant to install temporary partition at the Demised premises, at Tenant’s expense in order to control dust and noise. H. Tenant shall secure all necessary occupancy permits and/or approvals from all jurisdictional authorities to allow Tenant to open and occupy the Demised Premises and shall provide Landlord with copies of such occupancy permits and/or approvals. I. Before the Demised Premises will be deposited into allowed to open for business, Tenant shall submit to Landlord a copy of the Subscription Sub-Account. Proceeds occupancy permit from periodic repurchases the governing authority, a copy of Interests the plumbing certificate, a copy of the electrical certificate and a copy of a release of liens, signed by the Fund from contractor(s) and all major subcontractors and suppliers. J. Landlord’s Obligation is limited to that specified in this Document and Tenant shall be required to make all improvements to the Premises and in accordance with Tenant’s approved plans, except those which Landlord is specifically required to make hereunder. K. Tenant shall furnish Landlord with one set of reproducible “as built” drawings of the completed Demised Premises. L. In completing the construction of the Demised Premises and in making any alterations and improvements to the Demised Premises thereafter, Tenant and each of its subscribers (contractors shall enter into a written construction agreement which shall contain what is commonly referred to as a “Repurchase Proceeds”) will No-Lien” or “Waiver of Liens” provision. Tenant shall cause sufficient notice of such provisions to be deposited into the Repurchase Sub-Accountgiven to all subcontractors, less an appropriate withholding, as described materialmen and/or laborers in the Fund’s thenmanner authorized by applicable statute, whether by actual notice to any such subcontractor, materialmen, or laborer prior to any labor or materials being furnished, or by recordation of said No-current Private Placement Memorandum Lien agreement at the office of the Prothonotary of Allegheny County, Pennsylvania, within the prescribed statutory period (i.e. prior to the “Holdback Amount”commencement of the work on the Demised Premises, or within ten (10) days after the execution of the principal contract), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Accountso as to sufficiently bind all subcontractors, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver materialmen and/or laborers to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount terms of the Purchase Proceeds so deliveredsuch No Lien agreement. In the event any mechanics liens or other liens or any other notices of claim, shall at any time be made or filed against the Fund Premises by reason of work, labor, services or UMBFS provides written notice materials performed or furnished, or alleged to have been performed or furnished, to Tenant or to anyone holding the Demised Premises through or under Tenant, Tenant shall forthwith cause the same to be discharged of record or bonded to the Escrow Agent that an underlying purchase order has been revoked satisfaction of Landlord. If Tenant shall fail to cause such lien forthwith to be so discharged or bonded after being notified of the filing thereof, then, in addition to any other right or remedy of Landlord, Landlord may bond or discharge the form same by paying the amount claimed to be due, and the amount so paid by Landlord, and all costs and expenses incurred by Landlord in connection therewith, including reasonable attorneys fees, together with interest thereon at the rate of a cash letter fifteen (the “Purchase Reversal Letter”)15%) percent per annum, the Escrow Agent shall promptly (but in no event later than the close be due and payable by Tenant to landlord as Additional Rent. M. Tenant shall reimburse Landlord for work performed by Landlord on behalf of business Tenant at Tenant’s sole cost and expense and will be paid for by Tenant to Landlord based on the day of receipt cost to Landlord of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance work, together with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect sum equal to the collection twenty-five (25%) percent of any Purchase Proceedssaid cost for overhead and administration expenses, all due and payable within ten (10) days after billing from Landlord to Tenant. N. If, for any reason, Tenant shall fail to pay any amounts due Landlord by Tenant hereunder, then, in addition to any other remedies available to Landlord pursuant to this Lease, upon the commencement of the Term, such amounts, together with interest thereon at the rate of fifteen (c15) On the last business day of each calendar month, UMBFS will deliver percent per annum shall be due and payable by Tenant to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”)Landlord as Additional Rent. (d) O. The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow AgentTenant’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts Contractor shall be transferred on the first business day of each month to the Income Sub-Account. In turnresponsible for initiating, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, maintaining and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made supervising all safety precautions and programs in connection with the work. Special care must be taken to protect the public from all work. The Contractor shall provide adequate fire extinguishers within the premises while under construction. The Landlord and its representatives may stop any money movement hereunderwork and Contractor will correct any item which is in violation of O.S.H.A. Standards or which may, UMBFS shall deliver in his opinion, cause injury or harm to the Escrow agent a cash letter specifying the corrective action to be takenpublic or property. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (i) Subject to the proviso to clause (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accountsabove, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds Borrower may from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred time to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked time solicit Discounted Prepayment Offers in the form of a cash letter Discounted Prepayment Offer Solicitation by providing notice to the applicable Administrative Agent at least three (3) Business Days (unless a shorter notice period is agreed to by such Administrative Agent in its sole discretion) in advance of the proposed Discounted Prepayment Offer Solicitation; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of Term Loans subject to a discounted prepayment offer solicitation in accordance with clause (iv) below (the “Purchase Reversal LetterTarget Discounted Prepayment Amount”), the Escrow Class or Classes of Term Loans subject to such offer and the maximum prepayment price (expressed as a percentage of principal amount) of each relevant Class of Term Loans at which the Borrower is willing to prepay such Term Loans (the “Maximum Prepayment Price”) (it being understood that different Maximum Prepayment Prices and Target Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each offer will be treated as a separate offer pursuant to the terms of this Section 2.16), (III) the Target Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof (or the remaining outstanding amount of such Class of Term Loans) and (IV) subject to clause (h) below, each such solicitation by the Borrower shall remain outstanding through the Discounted Prepayment Response Date. Each applicable Administrative Agent shall will promptly (but in provide each Lender holding the applicable Class of Term Loans with a copy of such Discounted Prepayment Offer Solicitation and a form of the Discounted Prepayment Offer to be submitted by a responding Lender to the applicable Administrative Agent no event later than the close Discounted Prepayment Response Date. Except in the case of business on any amendment or modification of a Discounted Prepayment Offer Solicitation as set forth in Section 2.16(h) below, each Lender’s Discounted Prepayment Offer shall be irrevocable and shall specify a minimum prepayment price (expressed as a percentage of principal amount), which shall be at or below the day Maximum Prepayment Price (the “Submitted Prepayment Price”) at which such Lender is willing to allow prepayment of receipt any or all of its then outstanding Term Loans of the applicable Class and the maximum aggregate principal amount and Class of such Purchase Reversal Letter Lender’s Term Loans subject to a discounted prepayment offer in accordance with subparagraph clause (d) below (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Prepayment Price. Each Lender may only submit one Discounted Prepayment Offer, but each Discounted Prepayment Offer may contain up to three offers, with each such offer specifying a Submitted Prepayment Price for the applicable Class or Paragraph 4Classes of Term Loans and a corresponding Submitted Amount therefor (each such offer, a “Tiered Offer”), only one of which may result in a Qualifying Offer. Any Lender whose Discounted Prepayment Offer is not received by the Administrative Agent by the Discounted Prepayment Response Date shall be deemed to have declined to make a Discounted Prepayment Offer and to have declined to accept a Discounted Prepayment of any of its Term Loans at any prepayment price at or below the Maximum Prepayment Price. (ii) transfer from The applicable Administrative Agent shall promptly, following a request by the Subscription Sub-Account Borrower, advise the Purchase Proceeds specified Borrower and, in any event, no later than the Purchase Reversal Letter first Business Day following a Discounted Prepayment Response Date, of all Discounted Prepayment Offers. The applicable Administrative Agent shall review all Discounted Prepayment Offers received at or before the applicable Discounted Prepayment Response Date and shall determine (subject to UMBFS the approval of the Borrower and subject to the rounding requirements of the applicable Administrative Agent made in its reasonable discretion) the Clearing Prepayment Price and the Class(es) of Term Loans to be prepaid at such Clearing Prepayment Price in accordance with this Section 2.16. As used herein, the payment procedures “Clearing Prepayment Price” shall be the lowest prepayment price at or below the Maximum Prepayment Price that yields a Discounted Prepayment in Paragraph 4an aggregate principal amount equal to the lower of (x) the Target Discounted Prepayment Amount and (y) the sum of all Submitted Amounts. The Escrow Agent shall have no duty Each Lender that has submitted a Discounted Prepayment Offer to accept prepayment at a prepayment price that is at or obligation below the Clearing Prepayment Price with respect to the collection one or more Classes of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors Term Loans (each, a “Repurchase Disbursement LetterQualifying Offer”) shall be deemed to have irrevocably consented to the prepayment of such Class or Classes or Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (iii)) at the Clearing Prepayment Price (each such Lender, a “Participating Lender”). If a Participating Lender has submitted a Discounted Prepayment Offer containing Tiered Offers for the applicable Class or Classes of Term Loans at different Submitted Prepayment Prices, only the Tiered Offer with the highest Submitted Prepayment Price that is equal to or less than the Clearing Prepayment Price will be deemed to be the Discounted Prepayment Offer of such Participating Lender. (giii) On an annual basisSubject to clause (h) below, UMBFS if there is at least one Participating Lender, the Borrower will deliver prepay the Submitted Amount of the applicable Class(es) of each Participating Lender at the Clearing Prepayment Price for such Class(es); provided that if the Submitted Amount by all Participating Lenders offered at a prepayment price at or below the Clearing Prepayment Price exceeds the Target Discounted Prepayment Amount for the applicable Class(es), prepayment of the principal amount of the relevant Class(es) of Term Loans for those Participating Lenders whose Submitted Prepayment Price is equal to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account Clearing Prepayment Price (the “Holdback Disbursement LetterIdentified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender for such Class, and the applicable Administrative Agent (subject to the approval of the Borrower and subject to rounding requirements of the applicable Administrative Agent made in its reasonable discretion) will calculate such proration (the “Discounted Prepayment Proration”). . Unless a Discounted Prepayment Offer Solicitation is withdrawn in accordance with clause (h) In below, promptly, and in any case within five (5) Business Days following the event an adjustment needs Discounted Prepayment Response Date, (I) the Borrower shall notify the applicable Administrative Agent of the Discounted Prepayment Effective Date, (II) such Administrative Agent shall notify each Lender of the Discounted Prepayment Effective Date, the Clearing Prepayment Price for each Class of Term Loans, and the aggregate principal amount of the Discounted Prepayment and each Class of Term Loans to be made prepaid at the Clearing Prepayment Price on such date (the “Clearing Prepayment Price Notice”), and (III) such Administrative Agent shall notify each Participating Lender of the aggregate principal amount of each Class of Term Loans of such Lender to be prepaid at the Clearing Prepayment Price on such date. Each determination by the Borrower of the amounts stated in connection with any money movement hereunder, UMBFS shall deliver the foregoing notices to the Escrow agent a cash letter specifying the corrective action to Lenders shall be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest conclusive and binding for all purposes absent manifest error. The payment amount specified in the funds held in escrow hereunder, and such funds shall under no circumstances be available notice to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessLenders shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with clause (d) below (subject to clause (h) below).

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a five percent (5%) withholding (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On Following the last business day of each calendar quarter and upon the instruction of the Fund, during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basisbasis and in accordance with the Fund’s instruction, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery delivery, in accordance with the terms of this Agreement, to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described a. All transactions in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred made through the Master Disbursement Checking Account. If you want to collectively as make additional deposit to, make a withdrawal from, or close a Sub-Account, via the “Escrow Accounts”). (bMaster Disbursement Checking Account, you must provide the bank with a completed Sub-Account Transaction Form along with the item(s) Simultaneously with any for deposit, if applicable. If check was deposited into the Master Disbursement Checking Account by means of a Remote Deposit Capture Scanner that should be indicated on the Sub-Account Transaction Form. The Bank will post each requested deposit of Purchase Proceeds, UMBFS will deliver or other credit to the Escrow Agent a cash letter (Master Disbursement Checking Account and then transfer the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice respective funds to the Escrow Agent that an underlying purchase order has been revoked in Sub-Account identified on the form of a cash letter respective New Sub-Account Setup Form or Sub-Account Transaction Form. Cash back is not permitted on any deposit. The Bank will post each withdrawal or other debit to the Sub-Account designated on the respective Sub-Account Transaction Form and transfer funds from the Sub-Account to the Master Disbursement Checking Account. Incoming funds transfer payment instructions, including Fed Wire, Automated Clearing House (the “Purchase Reversal LetterACH”), or any other funds transfer system in which the Escrow Agent shall promptly Bank is participating (but “Funds Transfer Payments”), must identify the Master Disbursement Checking Account number and will be credited to the Master Disbursement: Checking Account only and not to any Sub-Account, even if identified in no event later the respective instruction. You agree that you will not originate any Funds Transfer Payments to or from, or other orders for payment, directly to or against any Sub-Account, and you will not authorize any more than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph six (d6) or Paragraph 4) transfer from the Subscription pre-authorized transfers (via a Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of Transaction Form) per monthly statement period from any Purchase Proceedsone Sub-Account. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund b. All Sub-Account Transaction Forms and UMBFS with a statement of the assets held and transactions New Sub-Account Setup Forms must be signed by authorized signatories of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basisManager accounts. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase New Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Setup Forms and Sub-Account (Transaction Forms received by the “Holdback Disbursement Letter”)bank after 3:00p.m. will be processed the next business day following the day on which the forms were or respective form was received. (h) In the event an adjustment needs c. All written and telephone instruction relating to New Sub-Account Setups and Sub-Account Transaction Forms should be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.directed to: Orange Bank & Trust Company

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four three (43) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a ten percent (10%) withholding (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit A hereto (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in accordance with the form terms of a cash letter (the “Purchase Reversal Letter”)Fund’s Confidential Memorandum or other offering document, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such a cash letter from UMBFS in the form of Exhibit F hereto (the “Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4Letter”)) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit B hereto instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s interest earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turnan account designated in writing by UMBFS, the earnings will be swept to as agent for the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit C hereto to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter in the form of Exhibit D hereto to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit D hereto to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter in the form of Exhibit E hereto specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accountsCompany shall purchase from a Holder, the Subscription Sub-Accountpursuant to this Section 11.1, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-AccountSecurities if so requested by such Holder. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver Notwithstanding anything herein to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice contrary, any Holder delivering to the Escrow Paying Agent that an underlying purchase order has been revoked in the form Change of a cash letter (Control Purchase Notice contemplated by this Section 11.1 shall have the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than right at any time prior to the close of business on the day Business Day prior to the Change of receipt Control Purchase Date to withdraw such Change of such Control Purchase Reversal Letter Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with subparagraph Section 11.2(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Change of Control Purchase Notice or written notice of withdrawal thereof. On or before 10:00 a.m. (dNew York City time) on the Change of Control Purchase Date, the Company shall deposit with the Paying Agent (or Paragraph 4if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Repayment Price for the Securities to be purchased pursuant to this Section 11.1. Payment by the Paying Agent of the Repayment Price for such Securities shall be made promptly following the later of the Change of Control Purchase Date or the time of book-entry transfer from or delivery of such Securities. If the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS Paying Agent holds, in accordance with the payment procedures in Paragraph 4terms of this Indenture, cash sufficient to pay the Repayment Price plus accrued and unpaid interest and Unpaid Additional Interest Payments on such Securities on the Change of Control Purchase Date, then, on and after such date, such Securities shall cease to be outstanding, interest on such Securities shall cease to accrue and such Securities shall no longer be entitled to receive Additional Interest Payments, whether or not book-entry transfer of such Securities is made or such Securities are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Repayment Price, accrued and unpaid interest and Unpaid Additional Interest Payments upon delivery or transfer of the Securities). Nothing herein shall preclude any withholding tax required by law. The Escrow Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash held by the Paying Agent for the payment of the Repayment Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the cash held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all cash held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no duty or obligation with respect further liability for the cash delivered to the collection of any Purchase ProceedsTrustee. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments towards the initial minimum offering requirement to commence Fund operations, as described in the Fund’s current prospectus, as well as amounts periodically received by UMBFS for future Share purchases (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests Shares by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a ten percent (10%) withholding (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund Fund, Dealer Manager or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On Except with respect to Purchase Proceeds of the minimum offering, as described in the prospectus, on the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). Notwithstanding the foregoing, if at any time on or prior to the date by which the minimum offering requirement must be met on as specified in the final prospectus filed immediately before the commencement of the offering (such date, the “Closing Date”) the minimum offering requirement has been met, then upon the happening of such event, the principal amount of the Purchase Proceeds shall remain in the Escrow Accounts until the Escrow Agent receives written direction provided by UMBFS instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Purchase Proceeds and interest and income earned thereon as UMBFS shall direct in writing to the Fund’s custody account. If the minimum offering requirement has not been met on or prior to the Closing Date, the Escrow Agent shall promptly return the Purchase Proceeds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Fund, Dealer Manager or UMBFS to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Fund, Dealer Manager and UMBFS in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Fund or any of its creditors. The parties hereto hereby agree that, for purposes of this Section 2(b), the term “promptly return” shall mean that the Escrow Agent shall return the Purchase Proceeds to subscribers, upon the terms and subject to the conditions set forth in this Section 2(b), by noon of the business day following the Closing Date, in compliance with Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended. (d) The Escrow Agent shall provide the Fund Fund, the Dealer Manager, and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund Fund, Dealer Manager or its their agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund Fund, Dealer Manager or its their agents or their creditors for payment or reimbursement for liabilities or indebtedness. (j) During the Escrow Period, the Dealer Manager will promptly deliver, but in no event later than the end of the second business day following receipt by the Dealer Manager, any monies received from subscribers for the payment of shares of Common Stock to UMBFS for deposit in the Escrow Account, including any monies received by UMBFS directly from subscribers for the payment of shares of Common Stock. (k) During the Escrow Period, neither the Corporation nor the Dealer Manager will be entitled to any principal funds deposited into the Escrow Account.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a ____ percent (___%) withholding (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)letter, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the [UMB Money Market Special Account]. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish When an escrow account with Indemnitee suffers a Loss, Acquisition Sub shall give the Stockholders' Representative and the Escrow Agent consisting written notice of four such Loss, in reasonable detail and specifying the proposed Loss Amount, and the sections of this Agreement upon which the claim for indemnification for such Loss is based. If the Stockholders' Representative desires to dispute such claim, he or she shall, within 15 days after notice of the claim of Loss is given pursuant to this Section 8.3, give to Acquisition Sub and the Escrow Agent written notice (4the "Indemnity Notice of Disagreement") segregated sub-accountssetting forth in reasonable detail the basis for disputing such claim. If no Indemnity Notice of Disagreement is given within such 15 day period, or if the Stockholders' Representative acknowledges liability for indemnification of the Loss, Acquisition Sub shall promptly direct the Escrow Agent to satisfy the Loss Amount, in the manner described below. If such Indemnity Notice of Disagreement is received by Acquisition Sub and the Escrow Agent in a timely manner, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account existence of a Loss and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Loss Amount shall become final and binding upon each of the Stockholders and payable to Acquisition Sub on the earlier of (i) the “Purchase Proceeds”) will be deposited into date the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by Acquisition Sub and the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described Stockholders' Representative resolve in writing any differences they may have with respect to any matter specified in the Fund’s then-current Private Placement Memorandum Indemnity Notice of Disagreement, or (ii) the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). date any disputed matters are finally resolved in writing by arbitration in accordance with subsection (b) Simultaneously with any deposit below. To satisfy the payment of Purchase Proceedsa Loss Amount, UMBFS will deliver to the Acquisition Sub and the Stockholders' Representative shall promptly direct the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)Agent, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The terms of the Escrow Agent shall have no duty or obligation with respect Agreement, to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. Acquisition Sub (i) Prior to delivery to it or its designated agents a number of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available shares of Parent Common Stock equal to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.quotient obtained by dividing the Loss Amount by the

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from for periodic repurchases of Interests Shares by the Fund from its subscribers shareholders (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent Agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with In the Escrow Agent consisting event that the Company proposes to issue any New Securities, it shall give written notice of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS its intention to issue New Securities (the “Purchase ProceedsIssuance Notice”) will to each Pre-emptive Rights Holder specifying the amount and type of New Securities proposed to be deposited into issued, the Subscription Subprice and the general terms upon which the Company proposes to issue such New Securities. Each Pre-Account. Proceeds emptive Rights Holder shall have twenty (20) Business Days from periodic repurchases the date of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum such Issuance Notice (the “Holdback AmountExercise Period”), if applicable. Any Holdback Amount will be deposited into ) to agree to purchase up to such Pre-emptive Rights Holder’s Pre-emptive Portion of such New Securities for the Holdback Sub-Account (price and upon the Subscription Sub-Account, terms and conditions specified in the Repurchase Sub-Account Issuance Notice by giving written notice to the Company and stating the Holdback Sub-Account shall be referred quantity of New Securities it wishes to collectively as the “Escrow Accounts”)purchase. (b) Simultaneously If any Pre-emptive Rights Holder declines or fails to exercise its right to subscribe for its Pre-emptive Portion of the New Securities in full in accordance with any deposit Section 7.2(a) and there is at least one Participating Rights Holder who has fully exercised its Right of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter Participation (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal LetterExercising Shareholder”), the Escrow Agent Company shall promptly give notice (but in no event later than the close of business on “Over-allotment Notice”) to the day of receipt of such Purchase Reversal Letter Exercising Shareholder in accordance with subparagraph Section 7.2(a). Each Exercising Shareholder shall have ten (d10) Business Days from receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”) to notify the Company of its wish to subscribe for more than its Pre-emptive Portion of the New Securities, stating the number of the additional New Securities it proposes to subscribe for (the “Additional Number”). If the total Additional Number the Exercising Shareholder propose to subscribe for exceeds the total number of the remaining New Securities that is subject to the Pre-Emptive Right available for subscription in such over-allotment (the “Over-allotment New Securities”), each Exercising Shareholder shall only be entitled to subscribe for such number of Over-allotment New Securities equal to the product obtained by multiplying (i) the total number of the Over-allotment New Securities by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such Exercising Shareholder and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) held by all Exercising Shareholders. Payment for the New Securities to be purchased shall be made by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such New Securities to be purchased at the business address of the Company at the time of the scheduled closing therefor, which shall be no later than sixty (60) days after the expiration of the notice period under Section 7.2(a) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance Section 7.2(b), unless such notice contemplated a later closing with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceedsprospective third party purchaser. (c) On If any portion of the last business day of each calendar month, UMBFS will deliver New Securities have not been subscribed for pursuant to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement exercise of the assets held and transactions Pre-emptive Rights in accordance with Section 7.2(b) before the expiration of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestOver-allotment Exercise Period, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if anyor, in the UMB Money Market Special Account. All monies must event that no Pre-emptive Rights Holder exercises the Pre-emptive Rights within ten (10) Business Days following the date of the Issuance Notice, the Company shall have forty (40) Business Days (which may be deposited extended by an additional period of up to fifty (50) Business Days to the Escrow Accounts prior extent reasonably required to 4:00 p.m. CT obtain any necessary governmental approvals) thereafter to complete the sale of the New Securities described in order the Issuance Notice with respect to receive credit for that day’s earnings. All investment earnings on which the Escrow Accounts shall be transferred on Pre-emptive Rights hereunder were not exercised, at the first business day of each month same or higher price and upon non-price terms not more favorable to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds purchasers thereof than those specified in the Repurchase Sub-AccountIssuance Notice. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with that the Company has not issued and sold such New Securities within such time period, the Company shall not thereafter issue or sell any money movement hereunder, UMBFS shall deliver New Securities without again first offering such New Securities to the Escrow agent a cash letter specifying the corrective action Pre-emptive Rights Holders pursuant to be takenthis Article VII. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests Units by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a withholding amount (the “Holdback Amount”), such amount typically being 5% of the repurchase amount, if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)letter, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. Notwithstanding the foregoing, until the date of the Fund’s initial closing no amounts will be invested in the UMB Money Market Special Account and no investment earnings will be earned or credited for amounts held in any Escrow Accounts. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On After UMBFS has received written confirmation from the last business day Fund of each calendar quarter during the value of Units being repurchased for any applicable period for which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from for periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a ten percent (10%) withholding (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account and any Income (as defined below) will be deposited into the Income Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account, Income Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or of Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts (“Income”) shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept transferred to a UMBFS custody account and paid on a pro-rata basis to the Fund’s custody account respective members of the Fund (“Investors”) on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter (each, a “Repurchase Disbursement Letter”) to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”)Investors. (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery delivery, in accordance with the terms of this Agreement, to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with Company shall purchase from a Holder, pursuant to this Article VI, Notes if the Escrow Agent consisting principal amount of four (4) segregated sub-accounts, such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder. Any purchase by the Subscription Sub-Account, Company contemplated pursuant to the Repurchase Sub-Account, provisions of this Article VI shall be consummated by the Income Sub-Account and delivery of the Holdback Sub-Account. Designated Event Purchase payments periodically Price to be received by UMBFS (the “Purchase Proceeds”) will be deposited into Holder promptly following the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount later of the Designated Event Purchase Proceeds so deliveredDate or the time of book-entry transfer or delivery of the Notes. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow The Paying Agent shall promptly (but in no event later than notify the close Company of business the receipt by it of any Designated Event Purchase Notice. On or before 11:00 a.m., New York City time, on the day Designated Event Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of receipt the Company is acting as the Paying Agent, shall segregate and hold in trust) cash, sufficient to pay the aggregate Designated Event Purchase Price of the Notes to be purchased pursuant to this Article VI. Payment by the Paying Agent of the Designated Event Purchase Price for such Notes shall be made promptly following the later of the Designated Event Purchase Date and the time of book-entry transfer or delivery of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from Notes. If the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS Paying Agent holds, in accordance with the payment procedures in Paragraph 4terms of this Indenture, cash sufficient to pay the Designated Event Purchase Price of such Notes on the Designated Event Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest (including Liquidated Damages, if any) on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Designated Event Purchase Price upon delivery or transfer of the Notes). Nothing herein shall preclude the withholding of any tax required by law or regulations. The Escrow Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash held by the Paying Agent for the payment of the Designated Event Purchase Price and shall notify the Trustee of any Default by the Company in making any such payment. The Company at any time may require a Paying Agent to deliver all cash held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no duty or obligation with respect further liability for the cash delivered to the collection Trustee. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit Notes for that day’s earnings. All investment earnings on the Escrow Accounts repurchase shall be transferred on determined by the first business day of each month to the Income Sub-Account. In turnCompany, the earnings will whose determination shall be swept to the Fund’s custody account on the first business day of the monthfinal and binding. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account In connection with the Escrow Agent consisting of four (4) segregated sub-accountsany Discounted Prepayment, the Subscription Sub-Account, Discounted Prepayment Offeror will notify the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Administrative Agent in writing (the “Purchase ProceedsDiscounted Prepayment Notice”) that the Discounted Prepayment Offeror desires to prepay the Term Loans on a Business Day, in a maximum aggregate amount (which amount will be not less than $1,000,000 and whole increments of $100,000 in excess thereof) (the “Discounted Prepayment Amount”) at a discount to par (which will be expressed as a range of percentages of par of the principal amount of the Term Loans) specified by the Discounted Prepayment Offeror with respect to each Discounted Prepayment (the “Discount Price Range”); provided that (i) such notice will be received by the Administrative Agent and Lenders no earlier than 15 Business Days and no later than 5 Business Days prior to the proposed date by which Lenders are required to respond to the Discounted Prepayment Notice if they desire to participate (the “Discounted Prepayment Response Date”) and (ii) the offer in any such notice will be made to all Lenders holding Term Loans (it being understood that different Discount Price Ranges may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.29). The Administrative Agent will promptly provide each Lender of the applicable tranche(s) a copy of such Discounted Prepayment Notice. In connection with a Discounted Prepayment, each Lender holding the Term Loans of the applicable tranche(s) will be deposited into entitled to specify to the Subscription Sub-Account. Proceeds from periodic repurchases Administrative Agent a discount to par (which will be expressed as a price equal to a percentage of Interests par of the principal amount of the Term Loans held by such Lender, the “Acceptable Discount Price”) within the Discount Price Range for a principal amount (subject to rounding requirements specified by the Fund from its subscribers Administrative Agent) of the Term Loans of the applicable tranche held by such Lender at which such Lxxxxx is willing to accept such Discounted Prepayment. Each response by a Lender to a Discounted Prepayment Notice (“Repurchase Proceeds”x) will be deposited into due no later than 5:00 p.m. on the Repurchase Sub-AccountDiscounted Prepayment Response Date, less an appropriate withholding(y) to the extent not timely received by the Administrative Agent will be disregarded and such Lender will be deemed to have declined the Discounted Prepayment offer and (z) to the extent timely received by the Administrative Agent will be irrevocable. The Administrative Agent will provide the Discounted Prepayment Offeror with a summary of all tenders by Lenders in response to the Discounted Prepayment Notice and, as described based on the Acceptable Discount Prices and principal amounts of the Term Loans of the applicable tranches specified by Lenders, the Administrative Agent, in consultation with the Fund’s then-current Private Placement Memorandum Discounted Prepayment Offeror, will determine the applicable discount price (the “Holdback AmountApplicable Discount Price”)) for the applicable Discounted Prepayment of all Loans to be prepaid in such Discounted Prepayment, if applicable. Any Holdback Amount which will be deposited into the Holdback Sub-Account lower of (i) the Subscription Sub-Accountlowest Acceptable Discount Price at which the Discounted Prepayment Offeror can complete the Discounted Prepayment for 100% of the Discounted Prepayment Amount and (ii) if the Lenders’ response is such that the Discounted Prepayment could not be completed for 100% of the Discounted Prepayment Amount, the Repurchase Sub-Account and highest Acceptable Discount Price specified by the Holdback Sub-Account shall be referred to collectively as Lenders that is within the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase ProceedsDiscount Price Range specified by the Discounted Prepayment Offeror. The Discounted Prepayment Offeror will have the right, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides by written notice to the Escrow Agent that an underlying purchase order has been revoked Administrative Agent, to revoke in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly full (but not in no event later than the close of business part) its offer to make a Discounted Prepayment and rescind any Discounted Prepayment Notice therefor at its discretion at any time on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect prior to the collection applicable Discounted Prepayment Response Date (and if such offer is revoked or notice rescinded, any failure by the Discounted Prepayment Offeror to make a prepayment to a Lender, as applicable, pursuant to this Section will not constitute a Default or Event of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”Default under Section 8.1 or otherwise). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund In connection with any Discounted Buyback, Borrower will establish an escrow account with notify Agent and Lenders holding the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Term Loans in writing (the “Purchase ProceedsDiscounted Buyback Notice”) will that Borrower desires to prepay the Term Loans on a specified Business Day, in a maximum aggregate amount (which amount shall be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases not less than $2,500,000 and whole increments of Interests by the Fund from its subscribers (“Repurchase Proceeds”$100,000 in excess thereof) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Discounted Buyback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account ) at a discount to par (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account which shall be referred to collectively expressed as a range of percentages of par of the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the principal amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (dTerm Loans) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation by Borrower with respect to each Discounted Buyback, the collection of any Purchase Proceeds. “Discount Price Range”); provided that such notice shall be received by Agent and Lenders no earlier than ten (c10) On the last business day of each calendar month, UMBFS will deliver Business Days and no later than five (5) Business Days prior to the Escrow Agent proposed date of such Discounted Buyback. In connection with a cash letter instructing Discounted Buyback, Borrower will allow each Lender holding the Escrow Agent Term Loans to disburse specify a discount to par (which shall be expressed as a price equal to a percentage of par of the Purchase Proceedsprincipal amount of the Term Loans held by such Lender, the “Acceptable Discount Price”) for a principal amount (subject to rounding requirements specified by Agent) of the Term Loans held by such Lender at which such Lender is willing to permit such voluntary prepayment; provided, however, that each Restricted Lender and each Independent Debt Fund Affiliate agrees that it shall be required to offer all of its Term Loans for prepayment at one or more Acceptable Discount Prices within the Discount Price Range to the extent that, after giving effect to such Discounted Buyback, the Restricted Lenders would hold a greater aggregate principal amount of Indebtedness than is permitted by Section 9.9(b). Based on the Acceptable Discount Prices and principal amounts of the Term Loans specified by Lenders, if any, on deposit Agent, in consultation with Borrower, will determine the applicable discount price (the “Cash Disbursement LetterApplicable Discount Price”). (d) The Escrow Agent shall provide for the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestapplicable Discounted Buyback, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings which will be swept to the Fund’s custody account on the first business day lower of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior the lowest Acceptable Discount Price at which Borrower can complete the Discounted Buyback for the Discounted Buyback Amount and (ii) if the Lenders’ response is such that the Discounted Buyback could not be completed for the full Discounted Buyback Amount, the next lowest Acceptable Discount Price specified by the Lenders that is within the Discount Price Range specified by Borrower and then pro rata at the clearing level (it being understood that Borrower may revoke any offer made pursuant to delivery a Discounted Buyback Notice at any time prior to it or its designated agents the date of the Purchase Proceeds or Repurchase Proceedsapplicable Discounted Buyback). For the avoidance of doubt, the Fund or its agents no Lender shall have no title, right, claim, lien or any other interest be obligated to participate in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessa Discounted Buyback.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from for periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund All Disbursements will establish an escrow account be made by Lender, in accordance with the Escrow Agent consisting terms and conditions hereof. Lender will make up to two (2) Disbursements per month pursuant to Borrower’s Disbursement Request in the form attached hereto as Exhibit 6.1, if approved by Lender. Upon receipt of four (4) segregated sub-accountsa Disbursement Request, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) Lender will cause an inspection to be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests made by the Fund from its subscribers Inspecting Architect (“Repurchase Proceeds”if said inspection has not already been scheduled or completed prior to Lender’s receipt of the Disbursement Request) of the progress of construction. If Lender determines that all conditions to such Disbursement have been fulfilled, then Lender will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”)approve such Disbursement Request. (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver Subject to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph subsection (d) below, all Disbursements will be made, at Lender’s option, into the Project Account of Borrower maintained with Lender, directly (or Paragraph 4jointly with Borrower, as Lender may elect) transfer from the Subscription Sub-Account the Purchase Proceeds specified to such party or parties as have actually supplied labor, material or services in the Purchase Reversal Letter to UMBFS in accordance connection with the payment procedures construction of the Improvements or to a title company or other escrow agent acceptable to Lender for disbursement to such third parties. Borrower will pay Lender’s standard charges for account maintenance and wiring of funds promptly upon being billed therefor. All Loan proceeds will be considered to have been advanced to and received by Borrower, and interest on the Loan proceeds will be payable by Borrower, from and after the deposit or advance of the Loan proceeds or any charge against Loan proceeds as provided in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceedssubsection (d) below. (c) On As a condition precedent to each Disbursement, Borrower will furnish or cause to be furnished to Lender the last business day following documents with each Disbursement Request, in form and substance satisfactory to Lender: (i) the form of each calendar monthBorrower’s Disbursement Request, UMBFS together with an itemized disbursement request summary. Without limiting the foregoing, Borrower will deliver submit copies of original, signed and notarized AIA Forms G702/703 (or such equivalent form as may be attached to the Escrow Agent General Construction Contract) for the Contractor, copies of subcontractor invoices or AIA Forms G702/703 for costs included in such Disbursement Request and invoices for all soft costs included in such Disbursement Request. Invoices submitted with any Disbursement Request except the first Disbursement Request must not be dated prior to the date that is one hundred fifty (150) days preceding the date of the Disbursement Request; (ii) lien releases confirming receipt of payment, in form and substance satisfactory to Lender, from the Contractor and all subcontractors covering all prior Disbursements; (iii) lien releases in form and substance satisfactory to Lender, from the Contractor and all subcontractors covering the current requested Disbursement (subject to such conditions as Lender may deem acceptable in its sole discretion). (iv) copies of any executed change orders, which have not been previously furnished to Lender and the pending change order log maintained by the Contractor; (v) copies of Major Subcontractors’ contracts not previously furnished; (vi) such other documentation as may be required by the title insurer to issue a cash letter instructing Date Down Endorsement covering the Escrow Agent amount of the requested Disbursement; (vii) if any significant dispute arises between or among Borrower, Contractor, any subcontractor, any material supplier or any other party to disburse a material contract, a written summary of the Purchase Proceeds, if any, on deposit nature of such dispute; and (viii) such other information that Lender may require to verify information contained in the “Cash Disbursement Letter”)Request. (d) The Escrow Agent shall provide Notwithstanding the Fund provisions of subsection (c) above, Lender may elect in its sole discretion, to use the Loan proceeds to pay, as and UMBFS with a statement when due, any Loan fees owing to Lender, interest on the Loan, reasonable fees and disbursements of the assets held Inspecting Architect and Lender’s attorneys which are payable by Borrower as provided in the Loan Documents and such other sums as may be owing from time to time by Borrower to Lender with respect to the Loan or the transactions contemplated by the Loan Documents. Such payments may be made by recording a funding under the Loan in the amount of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activitysuch payments. (e) The Escrow Agent shall invest all amounts deposited in All Disbursements are evidenced by the Escrow Accounts with it hereunder, Note and earnings thereon, if any, in secured by the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthCollateral Documents. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum any applicable withholding (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “"Purchase Proceeds”") will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“"Repurchase Proceeds”") will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a ten percent (10%) withholding (the “"Holdback Amount”"), if applicable. Income is posted once per month, on the first business day of the month and transferred to the Fund's operational account (the "Operational Account"). Any Holdback Amount will be deposited into the Holdback Sub-Sub- Account (the Subscription Sub-Account, the Repurchase Sub-Account, the Income Account and the Holdback Sub-Account shall be referred to collectively as the “"Escrow Accounts”"). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit A hereto (the “"Cash Deposit Letter”") confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter as set forth in Exhibit F hereto (the “"Purchase Reversal Letter”"), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or of Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit B hereto instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “"Cash Disbursement Letter”"). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s 's request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 3:00 p.m. CT in order to receive credit for that day’s 's earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept wired to the Fund’s custody account 's Operational Account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On As soon as practical after the last business day of each calendar quarter during which repurchases occurFund has completed its valuations relating to the current repurchase period, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit C hereto to disburse the Repurchase Proceeds, if any, on deposit in custodythe operational custody account, and a cash letter in the form of Exhibit D hereto to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “"Repurchase Disbursement Letter”"). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter in the form of Exhibit D hereto to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “"Holdback Disbursement Letter”"). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent Agent a cash letter in the form of Exhibit E hereto specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an a pre-breakescrow account and a post-break escrow account with the Escrow Agent. The pre-break escrow account will consist of one account entitled UMB Bank NA Escrow Agent consisting for Freedom Capital (the “Pre-Break Escrow Account”). The post-break escrow account, entitled UMB Bank N. A. Escrow Agent for Freedom Capital (the “Post-Break Escrow Account”), will consist of four three (43) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, and the Income Sub-Account and the Holdback Sub-Account. Purchase payments towards the initial minimum offering requirement to commence Fund operations, as described in the Fund’s current prospectus, will be deposited into the Pre-Break Escrow Account. Amounts periodically received by UMBFS for future Share purchases (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account of the Post-Break Escrow Account. Proceeds from periodic repurchases of Interests Shares by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account of the Post-Break Escrow Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver On or prior to the Escrow Agent a cash letter Closing Date (the as defined below) persons subscribing to purchase Shares (“Cash Deposit LetterSubscribers”) confirming will be instructed by the amount Fund and the Dealer Manager and Selected Dealers to make checks for subscriptions payable to the order of “UMB Bank, N.A., as escrow agent for Freedom Capital Corporation” or any recognizable abbreviation thereof. On and after the Purchase Proceeds so delivered. Closing Date Subscribers will be instructed by the Fund and the Dealer Manager and Selected Dealers to make checks for subscriptions payable to the order of “UMB Fund Services, Inc., as agent for, UMB Bank, N.A., as agent for Freedom Capital Corporation.” In the event the Fund Fund, Dealer Manager or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the next business day of after receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription SubPre-Break Escrow Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On Except with respect to Purchase Proceeds of the minimum offering, as described in the prospectus, on the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”)) in one or more of the Post-Break Escrow Accounts. Notwithstanding the foregoing, if at any time on or prior to the date by which the minimum offering requirement must be met on as specified in the final prospectus filed immediately before the commencement of the offering (such date, the “Closing Date”) the minimum offering requirement has been met, then upon the happening of such event, the principal amount of the Purchase Proceeds shall remain in the Pre-Break Escrow Account until the Escrow Agent receives written direction provided by UMBFS instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Purchase Proceeds and interest and income earned thereon as UMBFS shall direct in writing to the Fund’s custody account. If the minimum offering requirement has not been met on or prior to the Closing Date, then upon written notice to the Escrow Agent from the Fund, Dealer Manager, or UMBFS the Escrow Agent shall, no later than 10 business days after the Closing Date, promptly return the Purchase Proceeds from the Pre-Break Escrow Account, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Fund, Dealer Manager or UMBFS to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Fund, Dealer Manager and UMBFS in writing of its distribution of the funds. The subscription payments returned to each subscriber shall be free and clear of any and all claims of the Fund or any of its creditors; provided that the Escrow Agent shall not return such subscriber’s payments unless it has received a fully complete Form W-9 executed by the subscriber. (d) The Escrow Agent shall provide the Fund Fund, the Dealer Manager, and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Pre-Break Escrow Accounts with it hereunderAccount and the Post-Break Escrow Account, and earnings thereon, if any, in the UMB Money Market Special Account. All monies deposited into the Post-Break Escrow Account must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on in the Pre-Break Escrow Accounts Account shall be retained in the Pre-Break Escrow Account and shall be distributed according to the Agreement. All investment earnings in the Post-Break Escrow Account shall be transferred on the first business day of each month to the Income Sub-Custodial Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account of the Post-Break Escrow Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custodythe Post-Break Escrow Account, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account of the Post-Break Escrow Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account In connection with the Escrow Agent consisting of four (4) segregated sub-accountsany Discounted Prepayment, the Subscription Sub-Account, Borrower will notify the Repurchase Sub-Account, the Income Sub-Account Administrative Agent and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Lenders holding the Term Loans in writing (the “Purchase ProceedsDiscounted Prepayment Notice”) will be deposited into that the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by Borrower desires to prepay the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-AccountTerm Loans on a specified Business Day, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a maximum aggregate amount on each occasion not greater than $10,000,000 (the “Holdback Discounted Prepayment Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account ) at a discount to par (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account which shall be referred expressed as a range of percentages of par of the principal amount of the Term Loans) specified by the Borrower with respect to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter each Discounted Prepayment (the “Cash Deposit LetterDiscount Price Range”); provided, that such notice shall be received by the Administrative Agent and Lenders no earlier than five (5) confirming Business Days and no later than ten (10) Business Days prior to the proposed date of such Discounted Prepayment. In connection with a Discounted Prepayment, the Borrower will allow each Lender holding the Term Loans to specify a discount to par (which shall be expressed as a price equal to a percentage of par of the principal amount of the Purchase Proceeds so deliveredTerm Loans held by such Lender, the “Acceptable Discount Price”) for a principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans held by such Lender at which such Lender is willing to permit such voluntary prepayment. In Based on the event Acceptable Discount Prices and principal amounts of the Fund or UMBFS provides written notice to Term Loans specified by the Escrow Agent that an underlying purchase order has been revoked Lenders, the Administrative Agent, in consultation with the form of a cash letter Borrower, will determine the applicable discount price (the “Purchase Reversal LetterApplicable Discount Price”)) for the applicable Discounted Prepayment, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings which will be swept to the Fund’s custody account on the first business day lower of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceedslowest Acceptable Discount Price at which the Borrower can complete the Discounted Prepayment for the Discounted Prepayment Amount and (ii) if the Lenders’ response is such that the Discounted Prepayment could not be completed for the full Discounted Prepayment Xxxxxx, the Fund or its agents highest Acceptable Discount Price specified by the Lenders that is within the Discount Price Range specified by the Borrower. No Lender shall have no title, right, claim, lien or any other interest obligation to participate in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessany redemption contemplated by this Section 2.23.

Procedures. The Principal Sellers shall engage the Auditors ---------- to examine the Final Balance Sheet and shall use all reasonable efforts to deliver, or cause to be delivered, to the Buyer the Final Balance Sheet within 90 days after the Closing, together with a report of the Auditors thereon (the "Report"): (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming setting forth the amount of the Purchase Proceeds so delivered. In Adjusted Net Worth reflected in the event Final Balance Sheet; (b) stating that (i) the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order examination has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter made in accordance with subparagraph generally accepted auditing standards and (dii) or Paragraph 4the Final Balance Sheet has been prepared in conformity with Modified GAAP; and (c) transfer setting forth the amount of any required adjustment to the Cash Purchase Price under this Section 1.5. During the period from the Subscription SubClosing until the date of delivery of the Final Balance Sheet, the Buyer shall give the Principal Sellers and the Auditors such assistance and access during normal business hours to the books and records of the Companies and their Subsidiaries as the Principal Sellers and the Auditors shall reasonably request to enable them to prepare and examine, respectively, the Final Balance Sheet. The Auditors shall provide Buyer's Accountants with reasonable notice of, and shall permit Buyer's Accountants to observe, the physical inventory count and cut-Account off tests forming the Purchase Proceeds specified basis for the Final Balance Sheet. The Principal Sellers and the Auditors shall give the Buyer and Buyer's Accountants such access during normal business hours to their books and records and the working papers of the Auditors as the Buyer and Buyer's Accountants shall reasonably request. If the Buyer delivers to the Principal Sellers, within 60 days after the Buyer's receipt of the Final Balance Sheet and the Report, a written notice (the "Dispute Notice") that it disputes any item (a "Disputed Item") in the Purchase Reversal Letter Final Balance Sheet or the Report, the Disputed Item or Items shall be resolved in the manner set forth in the following paragraph. If the Buyer does not deliver the Dispute Notice to UMBFS the Principal Sellers within that 60-day period, the Final Balance Sheet and the Report shall be final, binding and conclusive on the parties. For the purpose of the Buyer's review of the Final Balance Sheet, the parties agree that subsequent events and transactions occurring during the Buyer's 60-day review period may be considered by the Buyer in accordance with determining the payment procedures appropriate amounts to be reflected in Paragraph 4the Final Balance Sheet. The Escrow Agent If the Principal Sellers and the Buyer are unable to resolve any Disputed Item or Items within 30 days after the Principal Sellers' receipt of the Dispute Notice, the Disputed Items shall have no duty be referred for final determination to Price Waterhouse LLP, or, if such firm is unable or obligation unwilling to make such final determination, to such other independent accounting firm as the Buyer and the Principal Sellers shall mutually designate. If the parties are unable mutually to agree on the designation of such a firm, either the Principal Sellers or the Buyer may at any time request that the president of the American Arbitration Association designate a nationally recognized accounting firm for this purpose. Any determination by such firm with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar monthDisputed Item or Items shall be final, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund binding and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings conclusive on the Escrow Accounts parties. The cost of such firm shall be transferred on borne 50% by the first business day of each month to Buyer and 50% by the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthSellers. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a withholding amount (the “Holdback Amount”), such amount typically being ten percent (10%) of the repurchase amount, if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)letter, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account In connection with the Escrow Agent consisting of four (4) segregated sub-accountsShelf Registration Statement, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”).Company will: (bi) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver use its best efforts to effect such registration to permit the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount sale of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS Transfer Restricted Securities being sold in accordance with the payment procedures intended method or methods of distribution thereof (as indicated in Paragraph 4the information furnished to the Company pursuant to Section 4 hereof), and pursuant thereto the Company will prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Act, which form will be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof. The Escrow Agent shall have no duty Except for the Common Stock covered by that certain Registration Rights Agreement dated effective June 27, 2000, among the Company, Appaloosa Investment Limited Partnership I, Palomino Fund, Ltd., Tersk L.L.C., Oppexxxxxxx Xxxategic Income Fund, Oppexxxxxxx Champion Income Fund, Oppexxxxxxx Xxxh Yield Fund, Oppexxxxxxx Strategic Bond Fund/VA, Atlas Strategic Income Fund and that certain Registration Rights Agreement dated effective August 29, 2000 between the Company and Paribas North America, Inc. (collectively, the "Discount Noteholder Rights Agreement"), the Company will not be permitted to include in the Shelf Registration Statement any securities other than the Transfer Restricted Securities. If the registration of the sale of the Transfer Restricted Securities is an underwritten offering and other holders of unregistered Common Stock exercise piggy-back registration rights with respect to such underwritten offering, in the event the managing underwriter determines in its sole discretion that including all of the Common Stock requested to be included in such underwritten offering will jeopardize the success of the offering, unless the Company is legally obligated to cut back pro rata, the Common Stock requested to be included by the holders of such piggy-back registration rights will be excluded from such underwritten offering prior to any exclusion therefrom of any of the Transfer Restricted Securities. (ii) use its best efforts to keep such Shelf Registration Statement continuously effective and provide all requisite financial statements and any other information for the period specified in Section 3 of this Agreement. Upon the occurrence of any event that would cause any such Shelf Registration Statement or obligation the Prospectus contained therein (i) to contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company will subject to this Section 5 file promptly (A) an appropriate amendment to such Shelf Registration Statement curing such defect, and, if Commission review is required, use its best efforts to cause such amendment to be declared effective as soon as practicable, (B) a supplement pursuant to Rule 424 under the Act curing such defect or (C) an Exchange Act report incorporated by reference curing such defect. (iii) prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement effective for the applicable period set forth in Section 3 hereof, cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, and such other Rules as are applicable to the Prospectus, under the Act in a timely manner; and comply with the provisions of the Act with respect to the collection disposition of any Purchase Proceedsall Transfer Restricted Securities covered by such Shelf Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Shelf Registration Statement or supplement to the Prospectus. (civ) On advise the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase ProceedsHolders and underwriters, if any, on deposit promptly and, if requested by such Persons, confirm such advice in writing, (A) when the “Cash Disbursement Letter”)Shelf Registration Statement or any Prospectus supplement or post- effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto made, misleading. (dv) The Escrow Agent shall provide subject to Section 5(a)(ii), if any fact or event contemplated by Section 5(iv)(D) above will exist or have occurred, prepare a post-effective amendment or supplement to the Fund and UMBFS with a Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the assets held and transactions statements therein, in the light of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestcircumstances under which they were made, UMBFS shall provide periodic summaries of Escrow Account activitynot misleading. (evi) The Escrow Agent shall invest all amounts deposited deliver to each Holder and underwriter, if any, without charge, a reasonable number of copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holder or underwriter reasonably may request; the Company hereby consents to the use (in accordance with law) of the Escrow Accounts with it hereunder, Prospectus and earnings thereonany amendment or supplement thereto by each Holder and each underwriter, if any, in connection with the UMB Money Market Special Account. All monies must be deposited to offering and the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day sale of the monthTransfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto. (fvii) The Fund prior to any offering of Transfer Restricted Securities, cooperate with the Holders in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as reasonably requested and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company will not be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where it is not now so subject. (viii) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends. (ix) list all shares of Common Stock covered by the Shelf Registration Statement on the principal U.S. securities exchange on which the Common Stock is then listed. (x) use its best efforts to cause the disposition of the Transfer Restricted Securities covered by the Shelf Registration Statement to be registered with or approved by such other governmental agencies or authorities as may from time be required to time deposit Repurchase Proceeds enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities. (xi) use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to the Shelf Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) covering a twelve-month period beginning after the Effective Date (as such term is defined in paragraph (c) of Rule 158 under the Act). (xvii) provide the Holders with a reasonable opportunity to review and comment on any registration statement to be filed pursuant to this Agreement prior to the filing thereof with the Commission, and will make all changes thereto as any Holder may request in writing to the extent such changes are required, in the Repurchase Sub-Account. On judgment of the last business day Company, by the Act. (xviii) use best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Transfer Restricted Securities for sale in any jurisdiction, at the earliest possible moment. (xix) use its best efforts to furnish to each calendar quarter during which repurchases occur, UMBFS will deliver Holder and to the Escrow Agent a cash letter to disburse the Repurchase Proceedseach managing underwriter, if any, on deposit in custodya signed counterpart, and a cash letter addressed to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amountsuch Holder or such underwriter, if any, on deposit of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company=s independent public accountants pursuant to SAS 72, each in customary form and covering such matters of the Holdback Sub-Account (type customarily covered by opinions or comfort letters, as the “Holdback Disbursement Letter”)case may be, as such Holder or the managing underwriter reasonably requests. (hxx) In enter into customary agreements (including underwriting agreements in customary form, which will include "lock-up" obligations as may be requested by the event an adjustment needs managing underwriters, not to exceed 90 days in duration, but excluding shares that may be made issued pursuant to benefit plans or in connection with mergers or acquisitions) and take such other actions (including using its reasonable efforts to make such domestic road show presentations and otherwise engaging in such reasonable marketing support in connection with any money movement hereunderunderwritten offering, UMBFS shall deliver including without limitation the obligation to make its executive officers available for such purpose of so requested by the Escrow agent selling Holder (a cash letter specifying "Road Show")) as are reasonably requested by any selling Holder in order to expedite or facilitate the corrective action sale of any Transfer Restricted Securities covered by a registration statement pursuant to be takenan underwritten offering in accordance herewith. (ixxi) Prior offer Lehmxx xxx opportunity to delivery manage any underwritten offering under this Agreement, subject to it or its designated agents the reasonable consent of the Purchase Proceeds or Repurchase Proceeds, Holders of a majority of the Fund or its agents shall have no title, right, claim, lien or any other interest Transfer Restricted Securities to be included in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessregistration.

Procedures. (a) The Fund will establish After an escrow account with the Escrow Agent consisting of four (4) segregated sub-accountsapplicable performance period has been completed and Employer has received its audited financial statements covering such performance period, the Subscription Subfinancial performance of Employer, on a consolidated basis, will be determined over such performance period. The financial performance shall then be evaluated to determine the extent to which the performance objectives for the Bonus related to such performance period have been achieved. In making any such determination, Employer may make adjustments for the following: (i) cumulative effect of accounting changes; (ii) extraordinary items, as that term is defined in FASB Codification, Topic 225-Account20, “Extraordinary and Unusual Items”; (iii) discontinued operations; and (iv) unusual or infrequently occurring items (less the Repurchase Subamount of related income taxes), as that term is used in FASB Codification, Topic 225-Account20, “Extraordinary and Unusual Items.” Employer may also make other adjustments with respect to the Income Sub-Account financial results for purposes of evaluating the performance objectives and the Holdback Subamount of the Bonus payable on the basis thereof, including without limitation, adjustments related to: asset write-Accountdowns; the acquisition or disposition of any business(es) or material asset(s); acquisition-related charges; litigation or claim judgments or settlements; the effects of changes in tax law or other laws or provisions affecting reported results; accruals for reorganization and restructuring programs; unrealized gains or losses on investments; weather related events including business interruption and losses related to the damage or destruction of facilities from hurricanes; currency fluctuations; unrealized gains or losses on derivative or currency xxxxxx; and, other adjustments determined by Employer to be appropriate under the circumstances. Purchase payments periodically received by UMBFS (Any such adjustments shall be consistent with any adjustments made under the “Purchase Proceeds”) CICP for awards covering similar performance periods. The Bonus for each applicable performance period will be deposited into accrued and charged as an expense before the Subscription Sub-Account. Proceeds from periodic repurchases final determination of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the FundEmployer’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”)financial performance. (b) Simultaneously with any deposit of Purchase ProceedsBonus payments, UMBFS less applicable tax withholdings, will deliver to be paid in cash as soon as practicable after the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)calculation thereof, the Escrow Agent shall promptly (but in no event later than the close earlier of business on (1) two and one-half (2 1/2) months after the day end of receipt of such Purchase Reversal Letter in accordance with subparagraph the performance period to which the Bonus relates, or (d2) or Paragraph 4) transfer from the Subscription Sub-Account date the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect bonuses are paid to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement executive officers of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activityEmployer. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. From time to time during the term of this Agreement, Purchaser may order quantities of Enova products from Enova by submitting to Enova, at least the number of days in advance of the requested delivery dates specified in Appendix 7 hereto as the required "Lead Time," a written Purchase Order stating the items and quantities of Enova products which Purchaser wishes to purchase from Enova and the requested delivery dates for such items. As permitted below, Purchaser may also request adjustments to the delivery dates in a previously accepted Purchase Order by submitting a new Purchase Order (aa "Modified Purchase Order") The Fund will establish an escrow account specifying the requested changes. Enova shall accept any Purchase Order issued by Purchaser within the scope of the most recent forecast submitted to Enova pursuant to Section 5.2 above and in conformance with the Escrow Agent consisting terms of four this Agreement, including the provision of adequate Lead Times. Lead Times are estimates and are subject to change, except with respect to any Purchase Order previously accepted by Enova. Unless canceled or deferred as permitted below (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. via a Modified Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”Order), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account Purchaser shall be referred obligated to collectively as purchase the “Escrow Accounts”). (b) Simultaneously with any deposit quantities of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business Enova products on the day schedule specified in any Purchase Order accepted by Enova. Enova shall acknowledge in writing each Purchase Order within three (3) business days of receipt, and such Purchase Order shall be deemed accepted by Enova unless, within ten (10) days of receipt of such Purchase Reversal Letter Order, Enova submits to Purchaser, in writing, an objection to the Purchase Order based upon the failure of Purchaser to comply with this Agreement in submitting the Purchase Order (including, without limitation, the obligation to submit monthly rolling forecasts in accordance with subparagraph (d) Section 5.2 above). If Enova so objects to any Purchase Order, such Purchase Order shall not be binding on either party until a compliant Purchase Order is submitted by Purchaser to Enova. A Purchase Order becomes a part of this Agreement in accordance with this Section 5 only after it is accepted in writing by Enova or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS is deemed accepted in accordance with the payment procedures above provisions. Reschedule/Cancellation. Purchaser and Enova acknowledge that substantial lead-times are involved in Paragraph 4the manufacture and delivery of the Enova products and that Enova would likely suffer significant loss in the event that Purchaser seeks to cancel an order for Enova products within such lead-times. The Escrow Agent In recognition of these factors, any initial Purchase Order accepted by Enova shall have no duty or obligation with respect be subject to the collection terms regarding cancellation or deferral of any Purchase Proceedsdelivery of Enova products by Purchaser set forth in Appendix 7. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with Company shall purchase from a Holder, pursuant to this Article VIII, Notes if the Escrow Agent consisting principal amount of four (4) segregated sub-accounts, such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder. Any purchase by the Subscription Sub-Account, Company contemplated pursuant to the Repurchase Sub-Account, provisions of this Article VIII shall be consummated by the Income Sub-Account and delivery of the Holdback Sub-Account. Designated Event Purchase payments periodically Price to be received by UMBFS (the “Purchase Proceeds”) will be deposited into Holder promptly following the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount later of the Designated Event Purchase Proceeds so deliveredDate or the time of book-entry transfer or delivery of the Notes. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow The Paying Agent shall promptly (but in no event later than notify the close Company of business the receipt by it of any Designated Event Purchase Notice. On or before 10:00 a.m., New York City time, on the day Designated Event Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of receipt the Company is acting as the Paying Agent, shall segregate and hold in trust) cash, sufficient to pay the aggregate Designated Event Purchase Price of the Notes to be purchased pursuant to this Article VIII. Payment by the Paying Agent of the Designated Event Purchase Price for such Notes shall be made promptly following the later of the Designated Event Purchase Date and the time of book-entry transfer or delivery of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from Notes. If the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS Paying Agent holds, in accordance with the payment procedures in Paragraph 4terms of this Indenture, cash sufficient to pay the Designated Event Purchase Price of such Notes on the Designated Event Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest (including Liquidated Damages, if any) on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Designated Event Purchase Price upon delivery or transfer of the Notes). Nothing herein shall preclude the withholding of any tax required by law or regulations. The Escrow Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash held by the Paying Agent for the payment of the Designated Event Purchase Price and shall notify the Trustee of any Default by the Company in making any such payment. The Company at any time may require a Paying Agent to deliver all cash held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no duty or obligation with respect further liability for the cash delivered to the collection Trustee. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Purchase Proceeds. Notes for repurchase shall be determined by the Company, whose determination shall be final and binding. Notes Purchased in Part. Any Notes that are to be purchased only in part shall be surrendered at the office of the Paying Agent (cwith, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) On and the last business day of each calendar month, UMBFS will Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the Escrow Agent Holder of such Notes, without service charge, a cash letter instructing new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement portion of the assets held and transactions principal amount of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activityNotes so surrendered which is not purchased. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. Leave under this Article shall commence on the date indicated by the bargaining unit member in the written leave notice provided by the bargaining unit member to her/his supervisor. The written leave notice shall specify the following: (aA) Leave will be taken pursuant to this Article, (B) The Fund date the leave commences, (C) The anticipated pattern of leave use if the bargaining unit member will establish an escrow account with not be absent continuously, (D) Whether the Escrow Agent consisting bargaining unit member will substitute other paid leave for leave under this Article and if so, how much paid leave, and (E) The anticipated date of four (4) segregated sub-accountsreturn to continuous active service, if known to the Subscription Sub-Account, bargaining unit member. Leave under this Article shall terminate on the Repurchase Sub-Account, next working day following the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests date indicated by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described bargaining unit member in the Fund’s then-current Private Placement Memorandum written return notice provided by the bargaining unit member to her/his supervisor. The written return notice shall specify the following: (A) That the “Holdback Amount”), if applicable. Any Holdback Amount bargaining unit member is on leave pursuant to this Article, (B) That the bargaining unit member will be deposited into return to continuous active service, (C) The date upon which the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred employee will return to collectively as the “Escrow Accounts”)continuous active service. (bD) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver A doctor’s clearance for returning to work if the Escrow Agent a cash letter (leave is for the “Cash Deposit Letter”) confirming the amount bargaining unit member’s own health condition. Delivery of the Purchase Proceeds so deliveredleave or return notice shall be by any means reasonably likely to inform the supervisor of the bargaining unit member’s absence from or return to continuous active service. In If a bargaining unit member on leave under this Article determines to resign or retire without returning to continuous active service, the event the Fund or UMBFS provides bargaining unit member shall provide written notice to the Escrow Agent that an underlying purchase order has been revoked in District, designating the form last day of a cash letter (employment. Leave under this Article shall terminate without further notice to the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business District on the next workday following the day designated by the bargaining unit member as the last day of receipt employment. A bargaining unit member who, while on leave under this Article, provides a written notice of such Purchase Reversal Letter in accordance with subparagraph (d) determination to resign or Paragraph 4) transfer from retire may rescind the Subscription Sub-Account resignation or retirement at any time up to acceptance by the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect Board of Education by providing to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement District written notice of the assets held and transactions bargaining unit member’s rescission of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries prior notice of Escrow Account activityresignation or retirement. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four three (43) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Income Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Income Sub-Account shall be referred to collectively as the “Escrow Accounts”). . (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter any period during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (ih) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (i) Subject to the proviso to clause (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accountsabove, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds Borrower may from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred time to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked time solicit Discounted Prepayment Offers in the form of a cash letter Discounted Prepayment Offer Solicitation by providing notice to the Administrative Agent at least three (3) Business Days (unless a shorter notice period is agreed to by the Administrative Agent in its sole discretion) in advance of the proposed Discounted Prepayment Offer Solicitation; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of Loans subject to a discounted prepayment offer solicitation in accordance with clause (iv) below (the “Purchase Reversal LetterTarget Discounted Prepayment Amount”), the Escrow Class or Classes of Loans subject to such offer and the maximum prepayment price (expressed as a percentage of principal amount) of each relevant Class of Loans at which the Borrower is willing to prepay such Loans (the “Maximum Prepayment Price”) (it being understood that different Maximum Prepayment Prices and Target Discounted Prepayment Amounts may be offered with respect to different Classes of Loans and, in such event, each offer will be treated as a separate offer pursuant to the terms of this Section 2.25), (III) the Target Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) subject to clause (h)) below, each such solicitation by the Borrower shall remain outstanding through the Discounted Prepayment Response Date. The Administrative Agent will promptly provide each Lender holding the applicable Class of Loans with a copy of such Discounted Prepayment Offer Solicitation and a form of the Discounted Prepayment Offer to be submitted by a responding Lender to the Administrative Agent by no later than 5:00 p.m. New York time on the Discounted Prepayment Response Date. Except in the case of any amendment or modification of a Discounted Prepayment Offer Solicitation as set forth in clause (h) below, each Lender’s Discounted Prepayment Offer shall be irrevocable and shall specify a minimum prepayment price (expressed as a percentage of principal amount), which shall be at or below the Maximum Prepayment Price (the “Submitted Prepayment Price”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Loans of the applicable Class and the maximum aggregate principal amount and Class of such Lender’s Loans subject to a discounted prepayment offer in accordance with clause (d) below (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Prepayment Price. Each Lender may only submit one Discounted Prepayment Offer, but each Discounted Prepayment Offer may contain up to three offers, with each such offer specifying a Submitted Prepayment Price for the applicable Class or Classes of Loans and a corresponding Submitted Amount therefor (each such offer, a “Tiered Offer”), only one of which may result in a Qualifying Offer. Any Lender whose Discounted Prepayment Offer is not received by the Administrative Agent by the Discounted Prepayment Response Date shall be deemed to have declined to make a Discounted Prepayment Offer and to have declined to accept a Discounted Prepayment of any of its Loans at any prepayment price at or below the Maximum Prepayment Price. (ii) The Administrative Agent shall promptly (but promptly, following a request by the Borrower, advise the Borrower and, in any event, no event later than the close first Business Day following a Discounted Prepayment Response Date, of business all Discounted Prepayment Offers. The Administrative Agent shall review all Discounted Prepayment Offers received on or before the day applicable Discounted Prepayment Response Date and shall determine (subject to the approval of receipt the Borrower and subject to the rounding requirements of the Administrative Agent made in its reasonable discretion) the Clearing Prepayment Price and the Class(es) of Loans to be prepaid at such Purchase Reversal Letter Clearing Prepayment Price in accordance with subparagraph this Section 2.25. As used herein, the “Clearing Prepayment Price” shall be the lowest prepayment price at or below the Maximum Prepayment Price that yields a Discounted Prepayment in an aggregate principal amount equal to the lower of (dx) the Target Discounted Prepayment Amount and (y) the sum of all Submitted Amounts. Each Lender that has submitted a Discounted Prepayment Offer to accept prepayment at a prepayment price that is at or Paragraph 4) transfer from below the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation Clearing Prepayment Price with respect to the collection one or more Classes of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors Loans (each, a “Repurchase Disbursement LetterQualifying Offer”) shall be deemed to have irrevocably consented to the prepayment of such Class or Classes or Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (iii)) at the Clearing Prepayment Price (each such Lender, a “Participating Lender”). If a Participating Lender has submitted a Discounted Prepayment Offer containing Tiered Offers for the applicable Class or Classes of Loans at different Submitted Prepayment Prices, only the Tiered Offer with the highest Submitted Prepayment Price that is equal to or less than the Clearing Prepayment Price will be deemed to be the Discounted Prepayment Offer of such Participating Lender. (giii) On an annual basisSubject to clause (h) below, UMBFS if there is at least one Participating Lender, the Borrower will deliver prepay the Submitted Amount of the applicable Class(es) of each Participating Lender at the Clearing Prepayment Price for such Class(es); provided that if the Submitted Amount by all Participating Lenders offered at a prepayment price at or below the Clearing Prepayment Price exceeds the Target Discounted Prepayment Amount for the applicable Class(es), prepayment of the principal amount of the relevant Class(es) of Loans for those Participating Lenders whose Submitted Prepayment Price is equal to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account Clearing Prepayment Price (the “Holdback Disbursement LetterIdentified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender for such Class, and the Administrative Agent (subject to the approval of the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Discounted Prepayment Proration”). . Unless a Discounted Prepayment Offer Solicitation is withdrawn in accordance with clause (h) In below, promptly, and in any case within five (5) Business Days following the event an adjustment needs Discounted Prepayment Response Date, (I) the Borrower shall notify the Administrative Agent of the Discounted Prepayment Effective Date, (II) the Administrative Agent shall notify each Lender of the Discounted Prepayment Effective Date, the Clearing Prepayment Price for each Class of Loans, and the aggregate principal amount of the Discounted Prepayment and each Class of Loans to be made prepaid at the Clearing Prepayment Price on such date (the “Clearing Prepayment Price Notice”), and (III) the Administrative Agent shall notify each Participating Lender of the aggregate principal amount of each Class of Loans of such Lender to be prepaid at the Clearing Prepayment Price on such date. Each determination by the Borrower of the amounts stated in connection with any money movement hereunder, UMBFS shall deliver the foregoing notices to the Escrow agent a cash letter specifying the corrective action to Lenders shall be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest conclusive and binding for all purposes absent manifest error. The payment amount specified in the funds held in escrow hereunder, and such funds shall under no circumstances be available notice to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessLenders shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (d) below (subject to subsection (h) below).

Procedures. (a) The Fund will establish an escrow account with If Equinix fails to purchase any or all of the Escrow Agent consisting Put Shares pursuant to and subject to the terms and conditions of four Section 5.02 (4) segregated sub-accountsa “Default” and such Put Shares, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback AmountDefault Put Shares”), then RW FIP, by delivering written notice to Parent while such a Default is continuing (such notice, a “Default Notice”), may require Parent to purchase such Default Put Shares as provided in this Section 8.03. The Default Notice shall describe Equinix’s Default, state the number of Default Put Shares and the Put Price as determined pursuant to Section 5.02(d). Parent shall deliver to RW FIP cash, or a mixture of cash and Shares or Parent Shares, as applicable, in satisfaction of payment of the Put Price for the Default Put Shares no later than (i) if applicable. Any Holdback (A) the Default Amount will be deposited into does not exceed the Holdback Sub-Account Guarantee Cap or (B) if the Default Amount exceeds the Guarantee Cap and RW FIP elects to receive Shares in satisfaction of the excess, the 15th Business day after delivery of such Default Notice or (ii) if the Default Amount exceeds the Guarantee Cap and RW FIP elects to receive Parent Shares in satisfaction of the excess, the 40th Trading Day after delivery of such Default Notice (the Subscription Sub-Accountdate of such delivery, the Repurchase Sub“Default Put Closing”). If the common stock of Parent is traded on a United States or foreign securities exchange, reported through the National Association of Securities Dealers, Inc. Automated Quotation System or comparable foreign established over-Account the-counter trading system or otherwise traded over the counter, the Parent Shares delivered to RW FIP shall be similarly listed or made eligible for quotation. Parent shall use its reasonable best efforts to ensure that the Parent Shares delivered to RW FIP are freely tradeable under U.S. securities laws (which, if required, shall include registering the Parent Shares under the U.S. Securities Act of 1933, as amended; provided that RW FIP and the Holdback SubRW FIP Sponsors shall reasonably cooperate in order to effect such registration). Notwithstanding anything to the contrary herein, if, at the date of the Default Put Closing, the Parent Shares are not traded on a United States or foreign securities exchange, reported through the National Association of Securities Dealers, Inc. Automated Quotation System or comparable foreign established over-Account the-counter trading system or otherwise traded over the counter, RW FIP shall be referred have the right to collectively as elect to receive the “Escrow Accounts”)Shares in place of the Parent Shares pursuant to this Section 8.03. (ba) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver Parent and RW FIP shall conduct the Default Put Closing on the terms and subject to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount conditions of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice Put Closing, as set forth in Section 5.02; provided that Parent shall: (i) Deliver to RW FIP cash in an amount equal to the Escrow Agent that an underlying purchase order has been revoked lesser of (A) the Default Amount and (B) the Guarantee Cap, in exchange for the form number of a Default Put Shares equal to the aggregate cash letter amount paid by Parent divided by Fair Market Value; and, (ii) If the “Purchase Reversal Letter”Default Amount exceeds the aggregate cash amount paid by Parent pursuant to Section 8.03(b)(i), Parent shall also deliver a number of Shares or Parent Shares, as applicable, equal to (A) (I) the Escrow Agent shall promptly Default Amount minus (but II) the aggregate cash amount paid by Parent pursuant to Section 8.03(b)(i) divided by (B) the Share Price, in no event later than exchange for the close balance of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4Default Put Shares. The Escrow Agent shall have no duty or obligation “Share Price” means, (x) with respect to the collection of any Purchase Proceeds. Shares, Fair Market Value and (cy) On the last business day of each calendar month, UMBFS will deliver with respect to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase ProceedsParent Shares, if any, on deposit (the “Cash Disbursement Letter”)Adjusted VWAP. (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund All Disbursements will establish an escrow account be made by Lender, in accordance with the Escrow Agent consisting terms and conditions hereof. Lender will make one (1) Disbursement per month based upon percentage of four (4) segregated sub-accountscompletion of construction and pursuant to Borrower's Disbursement Request in the form attached hereto as Exhibit 6.1, the Subscription Sub-Accountif approved by Lender. Upon receipt of a Disbursement Request, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) Lender will cause an inspection to be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests made by the Fund from its subscribers Inspecting Architect (“Repurchase Proceeds”if said inspection has not already been scheduled or completed prior to Lender's receipt of the Disbursement Request) of the progress of construction. If Lender determines that all conditions to such Disbursement have been fulfilled, then Lender will be deposited into approve such Disbursement Request and will make the Repurchase Sub-Account, less an appropriate withholding, as described Disbursement in the Fund’s then-current Private Placement Memorandum manner specified in subsection (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”)b) of this Section 6.1. (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver Subject to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph subsection (d) below, all Disbursements will be made, at Lender’s option, to the Title Insurance Company pursuant to the Construction Loan Services Agreement or Paragraph 4into the Project Account of Borrower maintained with Lender, or advanced directly (or jointly with Borrower, as Lender may elect) transfer from the Subscription Sub-Account the Purchase Proceeds specified to such party or parties as have actually supplied labor, material or services in the Purchase Reversal Letter to UMBFS in accordance connection with the payment procedures construction of the Improvements or advanced to a title company or other escrow agent acceptable to Lender for disbursement to such third parties. Borrower will pay Lender’s standard charges for account maintenance and wiring of funds promptly upon being billed therefor. All Loan proceeds will be considered to have been advanced to and received by Borrower, and interest on the Loan proceeds will be payable by Borrower, from and after the deposit or advance of the Loan proceeds or any charge against Loan proceeds as provided in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceedssubsection (d) below. (c) On As a condition precedent to each Disbursement, Borrower will furnish or cause to be furnished to Lender the last business day following documents with each Disbursement Request, in form and substance satisfactory to Lender: (i) the form of each calendar monthBorrower's Disbursement Request, UMBFS together with an itemized disbursement request summary. Without limiting the foregoing, Borrower will deliver submit copies of the signed and notarized AIA Forms G702/703 for the Contractor included in such Disbursement Request. Invoices submitted with any Disbursement Request except the first Disbursement Request must not be dated prior to the Escrow Agent date that is ninety (90) days preceding the date of the Disbursement Request; (ii) payment receipts and lien releases, in form and substance satisfactory to Lender, from the Contractor and all subcontractors covering all prior Disbursements; (iii) lien releases in form and substance satisfactory to Lender, from the Contractor and all subcontractors covering the current requested Disbursement (subject to such conditions as Lender may deem acceptable in its sole discretion). (iv) copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender and the pending change order log maintained by the Contractor; (v) copies of Major Subcontracts not previously furnished; (vi) such other documentation as may be required by the title insurer to issue a cash letter instructing Date Down Endorsement covering the Escrow Agent amount of the requested Disbursement; (vii) if any significant dispute arises between or among Borrower, Contractor, any subcontractor, any material supplier or any other party to disburse a material contract, a written summary of the Purchase Proceedsnature of such dispute, and if anyrequired by Lender, on deposit a bond or other form of security determined by Lender to be sufficient to protect the interests of Lender; and (viii) such other information that Lender may require to verify information contained in the “Cash Disbursement Letter”)Request. (d) The Escrow Agent shall provide Notwithstanding the Fund provisions of subsection (c) above, Lender may elect in its sole discretion, to use the Loan proceeds to pay, as and UMBFS with a statement when due, any Loan fees owing to Lender, interest on the Loan, reasonable fees and disbursements of the assets held Inspecting Architect and Lender's attorneys which are payable by Borrower as provided in the Loan Documents and such other sums as may be owing from time to time by Borrower to Lender with respect to the Loan or the transactions contemplated by the Loan Documents. Such payments may be made by recording a funding under the Loan in the amount of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activitysuch payments. (e) The Escrow Agent shall invest all amounts deposited in All Disbursements are evidenced by the Escrow Accounts with it hereunder, Note and earnings thereon, if any, in secured by the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthCollateral Documents. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. 4.1 The following procedures shall apply to your purchase of the Option Vaults Product(s): (a) The Fund will establish an escrow account with you may enter the Escrow Agent consisting Product Page for the Option Vaults Product you intend to invest, which lists the key terms of four (4) segregated sub-accountsthe Option Vaults Product, including but not limited to the Maturity Date, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account Strike Price and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”).Settlement Formula; (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver you shall specify the Subscription Fund you intend to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked invest in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business Option Vaults Product on the day Order Page. By clicking “Subscribe” (or other phrases of receipt of such Purchase Reversal Letter equivalent meaning) button in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account Order Page, you represent that you confirm and accept the Purchase Proceeds terms specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect Order Page, and you will be directed to the collection of any Purchase Proceeds.Order Status Page; (c) On if the last business day Order Status Page shows “Failed Purchase” (or other phrases of each calendar monthequivalent meaning), UMBFS will deliver it means there is no binding Purchase Order executed by and between the Company and you. Such failure may happen due to the Escrow Agent a cash letter instructing the Escrow Agent to disburse Company’s rejection of the Purchase ProceedsOrder you submitted, if anycomputer malfunction, on deposit (network congestion, market data error or other reasons. Both Parties understand and agree that no Party shall be liable for such failure and the “Cash Disbursement Letter”).Company shall have the right to reject any Purchase Order in its sole discretion; (d) The Escrow Agent if the Order Status Page shows “Completed Purchase” (or other phrases of equivalent meaning), it means a binding Purchase Order is deemed to have been executed by and between you and the Company with the terms specified in the Order Status Page, and the Company shall provide have the right to deduct the Subscription Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow from your Account activity.immediately; and (e) The Escrow Agent once a Purchase Order is executed by both Parties, Client shall invest all amounts deposited in have no right to cancel such Purchase Order or request to withdraw the Escrow Accounts with it hereunder, Subscription Fund. 5. NO LIABILITY FOR DATA TRANSMISSION SPEED; OBVIOUS ERROR OF PURCHASE ORDER 5.1 You hereby understand and earnings thereon, if any, in agree that the UMB Money Market Special Account. All monies must be deposited to Company has no responsibility for the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day speed or inaccuracy of the month. data transmission. You agree that if the Company determines that the Purchase Order executed by you and the Company contains an obvious error, then the Company shall have the right to cancel the Purchase Order within one (f1) The Fund may from time to time deposit Repurchase Proceeds in hour after the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents execution of the Purchase Proceeds or Repurchase ProceedsOrder. If the Company cancels the Purchase Order, the Company will immediately notify you upon such cancellation and return the Subscription Fund or its agents shall have no title, right, claim, lien or any other interest in to your Account if the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessdeduction has already been made.

Procedures. (a) The Fund In connection with any Discounted Buyback, Borrower will establish an escrow account with notify Agent and Lenders holding the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Term Loans in writing (the “Purchase ProceedsDiscounted Buyback Notice”) will that Borrower desires to prepay the Term Loans on a specified Business Day, in a maximum aggregate amount (which amount shall be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases not less than $2,500,000 and whole increments of Interests by the Fund from its subscribers (“Repurchase Proceeds”$100,000 in excess thereof) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Discounted Buyback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account ) at a discount to par (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account which shall be referred to collectively expressed as a range of percentages of par of the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the principal amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (dTerm Loans) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation by Borrower with respect to each Discounted Buyback, the collection of any Purchase Proceeds. “Discount Price Range”); provided that such notice shall be received by Agent and Lenders no earlier than ten (c10) On the last business day of each calendar month, UMBFS will deliver Business Days and no later than five (5) Business Days prior to the Escrow Agent proposed date of such Discounted Buyback. In connection with a cash letter instructing Discounted Buyback, Borrower will allow each Lender holding the Escrow Agent Term Loans to disburse specify a discount to par (which shall be expressed as a price equal to a percentage of par of the Purchase Proceedsprincipal amount of the Term Loans held by such Lender, the “Acceptable Discount Price”) for a principal amount (subject to rounding requirements specified by Agent) of the Term Loans held by such Lender at which such Lender is willing to permit such voluntary prepayment; provided, however, that each Restricted Lender and each Independent Debt Fund Affiliate agrees that it shall be required to offer all of its Term Loans for prepayment at one or more Acceptable Discount Prices within the Discount Price Range to the extent that, after giving effect to such Discounted Buyback, the Sponsor Controlled Affiliated Lenders would hold a greater aggregate principal amount of Indebtedness than is permitted by Section 9.10. Based on the Acceptable Discount Prices and principal amounts of the Term Loans specified by Lenders, if any, on deposit Agent, in consultation with Borrower, will determine the applicable discount price (the “Cash Disbursement LetterApplicable Discount Price”). (d) The Escrow Agent shall provide for the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestapplicable Discounted Buyback, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings which will be swept to the Fund’s custody account on the first business day lower of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior the lowest Acceptable Discount Price at which Borrower can complete the Discounted Buyback for the Discounted Buyback Amount and (ii) if the Lenders’ response is such that the Discounted Buyback could not be completed for the full Discounted Buyback Amount, the next lowest Acceptable Discount Price specified by the Lenders that is within the Discount Price Range specified by Borrower and then pro rata at the clearing level (it being understood that Borrower may revoke any offer made pursuant to delivery a Discounted Buyback Notice at any time prior to it or its designated agents the date of the Purchase Proceeds or Repurchase Proceedsapplicable Discounted Buyback). For the avoidance of doubt, the Fund or its agents no Lender shall have no title, right, claim, lien or any other interest be obligated to participate in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessa Discounted Buyback.

Procedures. (ai) The Fund will establish an escrow account with Expected Case/Initial Allocation Percentages on Second Capital Contribution Date. (A) No later than the Escrow Agent consisting earlier of four 60 days prior to the anticipated (4x) segregated sub-accountsSecond Capital Contribution Date, and (y) the Subscription Sub-AccountTomen Equity Contribution Date, the Repurchase Sub-Account, the Income Sub-Account SECI shall deliver to TPC One and the Holdback Sub-Account. Purchase payments periodically received by UMBFS TPC Two SECI's proposed Expected Case (the “Purchase Proceeds”"SECI's Proposed Expected Case") will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers and proposed Initial Allocation Percentages (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”"SECI's Proposed Initial Allocation Percentages"), if applicable. Any Holdback Amount will be deposited which shall take into the Holdback Sub-Account account any required adjustment for Curtailment as contemplated in Section 3.4(c)(ii) below. (the Subscription Sub-AccountB) Within 30 days of receipt of SECI's Proposed Expected Case and SECI's Proposed Initial Allocation Percentages, the Repurchase Sub-Account TPC One and the Holdback Sub-Account shall be referred TPC Two may deliver to collectively as the “Escrow Accounts”SECI proposed changes to SECI's Proposed Expected Case ("TPC's Proposed Expected Case") and/or SECI's Proposed Initial Allocation Percentages ("TPC's Proposed Initial Allocation Percentages"). (bC) Simultaneously with any deposit If within 15 days of Purchase Proceedsdelivery by TPC One and TPC Two of TPC's Proposed Expected Case and/or TPC's Proposed Initial Allocation Percentages, UMBFS will deliver SECI, on the one hand, and TPC One and TPC Two, on the other hand, are unable to agree on the Expected Case and/or the Initial Allocation Percentages, either shall have the right to submit the dispute to the Escrow Agent a cash letter (Arbitration Procedure, which shall determine the “Cash Deposit Letter”) confirming Expected Case and/or the amount Initial Allocation Percentages. Pending completion of the Purchase Proceeds so delivered. In Arbitration Procedure, TPC's Proposed Expected Case shall be the event Expected Case and TPC's Proposed Initial Allocation Percentages shall be the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase ProceedsInitial Allocation Percentages. (cD) On Not less frequently than once each ten days following delivery of SECI's Proposed Expected Case and SECI's Proposed Initial Allocation Percentages, until the last business day of each calendar month, UMBFS will deliver earlier to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement occur of the assets held Second Capital Contribution Date and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestTomen Equity Contribution Date, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS SECI shall deliver to the Escrow agent a cash letter specifying the corrective action TPC One and TPC Two updates thereof to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest take into account changes in the funds held in escrow hereunder, and assumptions that occur after delivery of such funds shall under no circumstances be available to the Fund documents or its agents or their creditors for payment or reimbursement for liabilities or indebtednessupdates thereof.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Sub- Account. Proceeds from periodic repurchases of Interests Shares by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in amount withheld by the Fund’s then-current Private Placement Memorandum Fund (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase ProceedsProceeds other than to receive such proceeds in accordance with this Agreement. (c) On the last business day of each calendar monthmonth or such other time as instructed by the Fund, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the [UMB Money Market Special Account]. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent Agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds by the Escrow Agent to the Fund or Repurchase Proceedsits designated agents, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account In connection with the Escrow Agent consisting of four (4) segregated sub-accountsany Discounted Prepayment, the Subscription Sub-Account, Discounted Prepayment Offeror will notify the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Administrative Agent in writing (the “Purchase ProceedsDiscounted Prepayment Notice”) that the Discounted Prepayment Offeror desires to prepay the Term Loans on a specified Business Day, in a maximum aggregate amount (which amount will be not less than $1,000,000 and whole increments of $100,000 in excess thereof) (the “Discounted Prepayment Amount”) at a discount to par (which will be expressed as a range of percentages of par of the principal amount of the Term Loans (other than Term C Loans)) specified by the Discounted Prepayment Offeror with respect to each Discounted Prepayment (the “Discount Price Range”); provided that (i) such notice will be received by the Administrative Agent and Lenders no earlier than 15 Business Days and no later than 5 Business Days prior to the proposed date by which Lenders are required to respond to the Discounted Prepayment Notice if they desire to participate (the “Discounted Prepayment Response Date”) and (ii) at the Discounted Prepayment Offeror’s discretion, the offer in any such notice will be made to all Lenders holding Term Loans (other than Term C Loans) (it being understood that different Discount Price Ranges may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.25). The Administrative Agent will promptly provide each Lender of the applicable Classes a copy of such Discounted Prepayment Notice. In connection with a Discounted Prepayment, each Lender holding the Term Loans of the applicable Classes will be entitled to specify to the Administrative Agent a discount to par (which will be expressed as a price equal to a percentage of par of the principal amount of the Term Loans held by such Lender, the “Acceptable Discount Price”) within the Discount Price Range for a principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans of the applicable Class held by such Lender at which such Lender is willing to accept such Discounted Prepayment. Each response by a Lender to a Discounted Prepayment Notice (x) will be deposited into due no later than 5:00 p.m. (New York City time) on the Subscription Sub-Account. Proceeds from periodic repurchases of Interests Discounted Prepayment Response Date, (y) to the extent not timely received by the Fund from its subscribers (“Repurchase Proceeds”) Administrative Agent will be deposited into disregarded and such Lender will be deemed to have declined the Repurchase Sub-AccountDiscounted Prepayment offer and (z) to the extent timely received by the Administrative Agent will be irrevocable. The Administrative Agent will provide the Discounted Prepayment Offeror with a summary of all tenders by Lenders in response to the Discounted Prepayment Notice and, less an appropriate withholdingbased on the Acceptable Discount Prices and principal amounts of the Term Loans of the applicable Classes specified by Lenders, as described the Administrative Agent, in consultation with the Fund’s then-current Private Placement Memorandum Discounted Prepayment Offeror, will determine the applicable discount price (the “Holdback AmountApplicable Discount Price”)) for the applicable Discounted Prepayment of all Term Loans to be prepaid in such Discounted Prepayment, if applicable. Any Holdback Amount which will be deposited into the Holdback Sub-Account lower of (i) the Subscription Sub-Accountlowest Acceptable Discount Price at which the Discounted Prepayment Offeror can complete the Discounted Prepayment for 100% of the Discounted Prepayment Amount and (ii) if the Lenders’ response is such that the Discounted Prepayment could not be completed for 100% of the Discounted Prepayment Amount, the Repurchase Sub-Account and highest Acceptable Discount Price specified by the Holdback Sub-Account shall be referred to collectively as Lenders that is within the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase ProceedsDiscount Price Range specified by the Discounted Prepayment Offeror. The Discounted Prepayment Offeror will have the right, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides by written notice to the Escrow Agent that an underlying purchase order has been revoked Administrative Agent, to revoke in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly full (but not in no event later than the close of business part) its offer to make a Discounted Prepayment and rescind any Discounted Prepayment Notice therefor at its discretion at any time on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect prior to the collection applicable Discounted Prepayment Response Date (and if such offer is revoked or notice rescinded, any failure by the Discounted Prepayment Offeror to make a prepayment to a Lender, as applicable, pursuant to this Section will not constitute a Default or Event of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”Default under Section 8.1 or otherwise). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account Prior to the Closing Date, Seller delivered to initial Buyer the Underwriting Package for the Asset. On or prior to the Funding Expiration Date, with not less than three (3) Business Days’ prior written notice to Agent, Seller and Agent shall enter into the Escrow Transaction as evidenced by Seller sending Agent consisting a notice substantially in the form of four Exhibit A (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase ProceedsTransaction Request”) (i) describing the Asset and (ii) specifying which (if any) of the representations and warranties of Seller set forth in this Agreement (including in Schedule II applicable to the Asset) Seller will be deposited unable to make with respect to the Asset. Seller shall promptly deliver to Agent and each Buyer any supplemental materials requested at any time by Agent or any Buyer, provided such requested supplemental materials are either in Seller’s possession or are reasonably obtainable by Seller. It is expressly agreed and acknowledged that Agent is entering into the Subscription Sub-AccountTransaction on behalf of each Buyer, on the basis of all such representations and warranties. Proceeds In the event of either (i) a Representation Breach relating to Section 7.10 or to a representation contained in Schedule II of this Agreement or (ii) a Representation Breach or breach of a covenant set forth in Article 8 hereof arising solely out of clause (f) of the definition of “Material Adverse Effect”, Seller shall (x) by not later than the fifth (5th) Business Day after receipt of notice thereof from periodic repurchases Agent or any Buyer or the discovery thereof by Seller, either remedy such Representation Breach or deliver evidence to Agent that Guarantor has delivered to the investors in Guarantor capital calls in an amount sufficient to repurchase the Purchased Asset and (y) if the Representation Breach remains unremedied at the end of Interests by the Fund from its subscribers five (“Repurchase Proceeds”5) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described Business Day period referred to in the Fund’s then-current Private Placement Memorandum immediately preceding clause (the “Holdback Amount”x), if applicable. Any Holdback Amount will be deposited into repurchase the Holdback Sub-Account Asset in accordance with Section 3.05 by not later than ten (10) Business Days after the Subscription Sub-Account, end of the Repurchase Sub-Account and the Holdback Sub-Account shall be initial five (5) Business Day period referred to collectively as in the “Escrow Accounts”preceding clause (x). (b) Simultaneously with any deposit of By not later than the Purchase ProceedsDate, UMBFS will Seller shall deliver to Agent an executed preliminary Confirmation for the Escrow Agent a cash letter (Transaction, describing the “Cash Deposit Letter”) confirming the amount of the Asset and its proposed Purchase Proceeds so deliveredDate, Applicable Purchase Percentage and Original Purchase Price. In the event the Fund or UMBFS provides written notice If Agent, in its commercially reasonable discretion, requires changes to the Escrow Agent that an underlying purchase order has been revoked in preliminary Confirmation, Seller shall make such changes and re-execute the form of a cash letter (the “Purchase Reversal Letter”), the Escrow preliminary Confirmation. Agent shall promptly execute and return the same to Seller, which shall thereupon become effective as the Confirmation of the Transaction. Upon the execution of the Confirmation by Agent and Seller, the Transaction shall become effective and shall be subject to all of the terms and conditions of the Repurchase Documents. Agent’s purchase of the Asset shall be evidenced only by its execution and delivery of the Confirmation. For the avoidance of doubt, neither Agent nor any Buyer shall (but i) be bound by any preliminary or final non-binding determination referred to above, or (ii) be obligated to purchase the Asset notwithstanding the Confirmation executed by the Parties unless and until all applicable conditions precedent in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) Article 6 have been satisfied or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceedswaived by Agent. (c) On The Confirmation, together with this Agreement, shall be conclusive evidence of the last business day terms of each calendar monththe Transaction covered thereby, UMBFS will deliver and shall be construed to be cumulative to the Escrow Agent extent possible. If terms in a cash letter instructing Confirmation are inconsistent with terms in this Agreement with respect to the Escrow Agent Transaction, the Confirmation shall prevail. Whenever the Applicable Purchase Percentage or any other term of the Transaction (other than the Pricing Rate and outstanding Purchase Price) with respect to disburse the Purchase ProceedsAsset is revised or adjusted in accordance with this Agreement, if any, on deposit (an amended and restated Confirmation reflecting such revision or adjustment and that is otherwise acceptable to the “Cash Disbursement Letter”)Parties shall be prepared by Seller and executed by Seller and Agent. (d) The Escrow fact that Agent shall provide the Fund and UMBFS with a statement or any Buyer has conducted or has failed to conduct any partial or complete examination or any other due diligence review of the assets held and transactions of Asset or Purchased Asset shall in no way affect any rights Agent or any Buyer may have under the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activityRepurchase Documents or otherwise with respect to any representations or warranties or other rights or remedies thereunder or otherwise. (e) The Escrow Agent Transaction shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, not be entered into if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior any Default or Event of Default exists or would exist as a result of such Transaction or (ii) after giving effect to delivery to it or its designated agents the Transaction, the Purchase Price of the Purchased Asset would exceed the Maximum Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessPrice.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four three (43) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Income Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Income Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter any period during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (ih) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund All Disbursements will establish an escrow account be made by Lenders, in accordance with the Escrow terms and conditions hereof and of the Disbursing Agreement, pro rata in proportion to their respective Commitment Percentages. Lenders will make one (1) Disbursement per month pursuant to Borrower's Disbursement Request in the form attached hereto as Exhibit 6.1, if approved by Agent. Upon receipt of a Disbursement Request, Agent consisting will cause an inspection to be made by the Inspecting Architect (if said inspection has not already been scheduled or completed prior to Agent's receipt of four (4the Disbursement Request) segregated sub-accountsof the progress of construction. If Agent determines that all conditions to such Disbursement have been fulfilled, then Agent will approve such Disbursement Request. Upon Agent's approval of the Disbursement Request, Agent will forward a summary of the Disbursement Request in reasonable detail to Lenders, which summary will include a copy of Borrower's Disbursement Request, a copy of Borrower's cost certificate, copies of the Contractor's AIA Forms G702/703, a copy of the Inspecting Architect's abbreviated inspection report and, to the extent available prior to the Disbursement, the Subscription Sub-AccountDate Down Endorsement, and Lenders will make the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described Disbursement in the Fund’s then-current Private Placement Memorandum manner specified in subsection (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”)b) of this Section 6.1. (b) Simultaneously with any deposit After Agent's approval of Purchase Proceedsthe Disbursement Request, UMBFS Agent will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) give Lenders written notice confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)aggregate Disbursement, the Escrow date of the Disbursement and each Lender's ratable share of such Disbursement. Each Lender will wire transfer to Agent shall promptly (but in its ratable share of the Disbursement no event later than the close of business 1:00 p.m. (Pittsburgh, Pennsylvania time) on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph date designated by Agent for the advance, which date may be no sooner than one (1) Business Day for fundings subject to either the Base Rate Option or the Daily LIBOR Option and three (3) Business Days for fundings subject to a LIBOR Option. Subject to subsection (d) below, all Disbursements will be made through the Disbursing Agent. Borrower will pay Agent's standard charges for account maintenance and wiring of funds promptly upon being billed therefor. All Loan proceeds will be considered to have been advanced to and received by Borrower, and interest on the Loan proceeds will be payable by Borrower, from and after the advance of the Loan proceeds to Disbursing Agent or Paragraph 4any charge against Loan proceeds as provided in subsection (d) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceedsbelow. (c) On As a condition precedent to each Disbursement, Borrower will furnish or cause to be furnished to Agent and Disbursing Agent the last business day following documents with each Disbursement Request, in form and substance satisfactory to Agent: (i) the form of each calendar monthBorrower's Disbursement Request, UMBFS together with an itemized disbursement request summary. Without limiting the foregoing, Borrower will deliver submit (A) original, signed and notarized AIA Forms G702/703 for the Contractor, (B) copies of subcontractor invoices or AIA Forms G702/703 for costs included in such Disbursement Request and (C) invoices for all soft costs included in such Disbursement Request in excess of $5,000.00. Invoices submitted with any Disbursement Request except the first Disbursement Request must not be dated prior to the Escrow date that is ninety (90) days preceding the date of the Disbursement Request; (ii) payment receipts and lien releases, in form and substance satisfactory to Agent, from the Contractor and all subcontractors covering all prior Disbursements; (iii) lien releases in form and substance satisfactory to Agent, from the Contractor and all subcontractors covering the current requested Disbursement (subject to such conditions as Agent may deem acceptable in its sole discretion). Notwithstanding the foregoing, lien waivers shall not be required in connection with (i) services rendered or materials furnished to the Project from a cash letter instructing service provider or vendor who has not entered into a contract with Borrower so long as a statement or invoice for the Escrow services rendered or materials furnished to the Project is provided to the Agent and the total invoice cost as set forth in such statement or invoice is less than $5,000 or (ii) any subcontract with a contract price that is less than $5,000; (iv) copies of any change orders, whether proposed or executed, which have not been previously furnished to Agent and the pending change order log maintained by the Contractor; (v) upon request of Agent, Borrower shall use commercially reasonable efforts to provide copies of all Major Subcontracts not previously furnished; (vi) copies of any executed Leases for commercial or retail space in the Project not previously furnished; (vii) such other documentation as may be required by the title insurer to issue a Date Down Endorsement covering the amount of the requested Disbursement; (viii) if any significant dispute arises between or among Borrower, Contractor, any subcontractor, any material supplier or any other party to a material contract, a written summary of the nature of such dispute, and if required by Agent, a bond or other form of security determined by Agent to disburse be sufficient to protect the Purchase Proceeds, if any, on deposit interests of Agent and the Lenders; and (ix) such other information that Agent may require to verify information contained in the “Cash Disbursement Letter”)Request. (d) The Escrow Notwithstanding the provisions of subsection (c) above, Agent shall provide may elect in its sole discretion, to use the Fund Loan proceeds to pay, as and UMBFS with a statement when due, any Loan fees owing to Agent or any Lenders, interest on the Loan, reasonable fees and disbursements of the assets held Inspecting Architect and Lenders' attorneys which are payable by Borrower as provided in the Loan Documents and such other sums as may be owing from time to time by Borrower to Agent or any Lender with respect to the Loan or the transactions contemplated by the Loan Documents. Such payments may be made by recording a funding under the Loan in the amount of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activitysuch payments. (e) The Escrow Agent shall invest all amounts deposited in All Disbursements are evidenced by the Escrow Accounts with it hereunder, Notes and earnings thereon, if any, in secured by the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthCollateral Documents. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Sub- Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Sub- Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (ai) The Fund will establish an escrow account with If the Escrow Agent consisting of four (4) segregated sub-accountsOffering Service Provider desires to sell Unrestricted Incentive Units pursuant to this Section 10.03, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS Offering Service Provider shall deliver to the Escrow agent Company not more than ninety days after the date of termination of the Service Provider’s employment or other engagement a cash letter written notice (the “Service Provider Sale Notice”) specifying the corrective action number of Unrestricted Incentive Units to be takensold (the “Offered Unrestricted Incentive Units”) by such Offering Service Provider. (iii) Prior By delivering the Service Provider Sale Notice, the Offering Service Provider represents and warrants to delivery the Company that: (A) the Offering Service Provider has full right, title and interest in and to it the Offered Unrestricted Incentive Units; (B) the Offering Service Provider has all the necessary power and authority and has taken all necessary action to sell such Offered Unrestricted Incentive Units as contemplated by this Section 10.03; and (C) the Offered Unrestricted Incentive Units are free and clear of any and all liens other than those arising as a result of or its designated agents under the terms of this Agreement. (iii) Promptly following receipt of the Purchase Proceeds or Repurchase ProceedsService Provider Sale Notice, the Fund or its agents Company shall deliver to the Offering Service Provider a calculation of the Put Purchase Price for the Offered Unrestricted Incentive Units. The Offering Service Provider shall have the right to irrevocably rescind the Service Provider Sale Notice for a period of ten days following the delivery of such calculation. (iv) Subject to Section 10.03(c), the closing of any sale of Offered Unrestricted Incentive Units pursuant to this Section 10.03 shall take place no titlelater than thirty days following receipt by the Company of the Service Provider Sale Notice, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available if not otherwise rescinded pursuant to Section 10.03(b)(iii). Subject to the Fund existence of any Delay Condition, the Company shall pay the Put Purchase Price for the Offered Unrestricted Incentive Units by certified or its agents official bank check or their creditors for by wire transfer of immediately available funds. The Company shall give the Offering Service Provider at least ten days’ written notice of the date of closing, which notice shall include the method of payment or reimbursement for liabilities or indebtednessselected by the Company.

Procedures. (a) The Fund Escrow Agent will establish an escrow account with for the Escrow Agent Fund, consisting of four (4) segregated sub-accounts, : the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-AccountAccount (such sub-accounts shall be referred to collectively as the “Escrow Accounts”). (b) Purchase payments that are periodically received by UMBFS the Administrator (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases The Escrow Agent shall have no duty or obligation with respect to the collection of Interests by the Fund from its subscribers (“Repurchase any Purchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (bc) Simultaneously with any deposit of Purchase Proceeds, UMBFS the Administrator will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS the Administrator provides written notice (in the form of a cash letter) to the Escrow Agent that an underlying purchase order has been revoked in the form of (a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or of Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS the demand deposit account maintained by the Administrator on the Fund’s behalf in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (cd) On the last business day of each calendar month, UMBFS the Administrator will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse transfer the Purchase ProceedsProceeds on deposit in the Subscription Sub-Account, if any, on deposit to the Fund’s operating account (the “Cash Disbursement LetterOperating Account”). (de) The Escrow Agent shall provide the Fund and UMBFS the Administrator with (i) a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide (ii) electronic access to such information on a daily basis. At the Escrow Agent’s request, UMBFS the Administrator shall provide periodic summaries of Escrow Account activityactivity to the Escrow Agent. (ef) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings held in the Income Sub-Account will be swept transferred to the Fund’s custody account Operating Account on the first business day of the month. (fg) Proceeds to be delivered to investors in connection with periodic repurchases of Units by the Fund from such investors (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less a five percent (5%) withholding (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account. (h) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS the Administrator will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Repurchase Proceeds, if any, on deposit in custodythe Operating Account to the Repurchase Sub-Account, and a another cash letter instructing the Escrow Agent to move transfer the Repurchase Proceeds out of from the Repurchase Sub-Account to the demand deposit account maintained by the Administrator on the Fund’s behalf for disbursement to investors (each, a “Repurchase Disbursement Letter”)investors. (gi) On an annual basis, UMBFS the Administrator will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (to the “Holdback Disbursement Letter”)demand deposit account maintained by the Administrator on the Fund’s behalf for further transfer to the Fund’s Operating Account or investors, as applicable. (hj) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS the Administrator shall deliver to the Escrow agent Agent a cash letter specifying the corrective action to be taken, and the Escrow Agent shall act in accordance with such instructions. (ik) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (ai) The Fund will establish an escrow account with the Escrow Agent consisting To elect a Repurchase Option pursuant to Section 11.01(a), Purchaser shall give written notice of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS such election (the “Purchase Proceeds”"Repurchase Notice") will be deposited into to the Subscription Sub-AccountCompany. Proceeds from periodic repurchases The Repurchase Notice shall include the numbers of Interests by Shares that the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account Company shall be referred required at that time to collectively as the “Escrow Accounts”)repurchase. (bii) Simultaneously with any deposit Within five Business Days of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount its receipt of the Purchase Proceeds so delivered. In Repurchase Notice, the event the Fund or UMBFS provides Company shall give written notice to Purchaser of the Escrow Agent that Company's choice of an underlying purchase order has been revoked Independent Financial Expert to prepare the Value Report. Within five Business Days after the date of the notice, Purchaser shall notify the Company in writing (the "Purchaser's IFE Notice") of its approval or disapproval of the Company's initial choice of Independent Financial Expert and, in the form event of a cash letter (the “Purchase Reversal Letter”)disapproval, the Escrow Agent Purchaser shall propose an alternative firm as Independent Financial Expert. Within two Business Days after its receipt of the Purchaser's IFE Notice, the Company shall notify the Purchaser of its approval or disapproval of Purchaser's selection. If the Company does not accept the Independent Financial Expert chosen by the Purchaser, then the two Independent Financial Experts previously selected pursuant to this Section shall promptly (but in no event later than be requested by the close of business on Company and the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from Purchaser to jointly select a firm to act as Independent Financial Expert to prepare the Subscription Sub-Account Value Report. Their joint selection, which shall be made within five Business Days, shall be final and binding upon both the Purchase Proceeds specified in Company and the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase ProceedsPurchaser. (ciii) On The Company shall consult and cooperate with the last business selected Independent Financial Expert to facilitate the final delivery of its Value Report no later than sixty calendar days after the date of the Repurchase Notice. The Value Report shall be final and binding upon both the Company and the Purchaser. (iv) The Company shall pay without notice the Repurchase Price in twelve (12) equal successive monthly installments in immediately available funds to the Purchaser beginning on the first day of the month following six months after the delivery of the Value Report, and on the first day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each every month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in thereafter until the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit Price is paid in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”)full. (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. Subject to the proviso to clause (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accountsabove, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds Borrower may from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred time to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked time solicit Discounted Prepayment Offers in the form of a cash letter Discounted Prepayment Offer Solicitation by providing notice to the applicable Administrative Agent at least three (3) Business Days (unless a shorter notice period is agreed to by such Administrative Agent in its sole discretion) in advance of the proposed Discounted Prepayment Offer Solicitation; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of Term Loans subject to a discounted prepayment offer solicitation in accordance with clause (iv) below (the “Purchase Reversal LetterTarget Discounted Prepayment Amount”), the Escrow Class or Classes of Term Loans subject to such offer and the maximum prepayment price (expressed as a percentage of principal amount) of each relevant Class of Term Loans at which the Borrower is willing to prepay such Term Loans (the “Maximum Prepayment Price” ) (it being understood that different Maximum Prepayment Prices and Target Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each offer will be treated as a separate offer pursuant to the terms of this Section 2.16), (III) the Target Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof (or the remaining outstanding amount of such Class of Term Loans) and (IV) subject to clause (h) below, each such solicitation by the Borrower shall remain outstanding through the Discounted Prepayment Response Date. Each applicable Administrative Agent shall will promptly (but in provide each Lender holding the applicable Class of Term Loans with a copy of such Discounted Prepayment Offer Solicitation and a form of the Discounted Prepayment Offer to be submitted by a responding Lender to the applicable Administrative Agent no event later than the close Discounted Prepayment Response Date. Except in the case of business on any amendment or modification of a Discounted Prepayment Offer Solicitation as set forth in Section 2.16(h) below, each Lender’ s Discounted Prepayment Offer shall be irrevocable and shall specify a minimum prepayment price (expressed as a percentage of principal amount), which shall be at or below the day Maximum Prepayment Price (the “ Submitted Prepayment Price” ) at which such Lender is willing to allow prepayment of receipt any or all of its then outstanding Term Loans of the applicable Class and the maximum aggregate principal amount and Class of such Purchase Reversal Letter Lender’ s Term Loans subject to a discounted prepayment offer in accordance with subparagraph clause (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit below (the “Cash Disbursement Letter”). (dSubmitted Amount” ) The Escrow Agent shall provide such Lender is willing to have prepaid at the Fund and UMBFS Submitted Prepayment Price. Each Lender may only submit one Discounted Prepayment Offer, but each Discounted Prepayment Offer may contain up to three offers, with each such offer specifying a statement Submitted Prepayment Price for the applicable Class or Classes of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, Term Loans and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors corresponding Submitted Amount therefor (eacheach such offer, a “Repurchase Disbursement Letter”Tiered Offer” ), only one of which may result in a Qualifying Offer. Any Lender whose Discounted Prepayment Offer is not received by the Administrative Agent by the Discounted Prepayment Response Date shall be deemed to have declined to make a Discounted Prepayment Offer and to have declined to accept a Discounted Prepayment of any of its Term Loans at any prepayment price at or below the Maximum Prepayment Price. (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. If Tenant desires to assign this Lease or any interest therein or sublet all or part of the Premises, Tenant shall give Landlord written notice thereof and the terms proposed (athe "Sublease Notice"), which Sublease Notice, in the case of a proposed sublease, shall designate the space proposed to be sublet. Landlord shall have the prior right and option (to be exercised by written notice to Tenant given within thirty (30) The Fund will establish an escrow account days after receipt of Tenant's notice) (i) to sublet from Tenant any portion of the Premises proposed by Tenant to be sublet, for the term for which such portion is proposed to be sublet, but at the lesser of the proposed sublease rent or the same rent (including Additional Rent as provided for in Paragraph 7 above) as Tenant is required to pay to Landlord under this Lease for the same space, computed on a pro rata square footage basis, and during the term of such sublease Tenant shall be released of its obligations under this Lease with regard to the Escrow Agent consisting subject space, (ii) to terminate this Lease as it pertains to the portion of the Premises so proposed by Tenant to be sublet, or (iii) to approve Tenant's proposal to sublet conditional upon Landlord's subsequent written approval of the specific sublease obtained by Tenant and the specific subtenant named therein. If Landlord exercises its option in (i) above, then Landlord may, at Landlord's sole cost, construct improvements in the subject space and, so long as the improvements are suitable for general office purposes, Landlord shall have no obligation to restore the subject space to its original condition following the termination of the sublease, unless such sublease expires prior to the expiration or termination of this Lease and such restoration is reasonably required by Tenant in order for Tenant to be able to use the Premises for Tenant's business as described in Paragraph 2.g. above. If Landlord exercises its option described in (iii) above, then Tenant shall have four (4) segregated sub-accountsmonths thereafter to submit to Landlord, for Landlord's written approval, Tenant's proposed sublease agreement (in which the Subscription Sub-Accountproposed subtenant shall be named, and which agreement shall otherwise meet the Repurchase Sub-Accountrequirements of Paragraph 13.e. below), together with a current financial statement of such proposed subtenant and any other information reasonably requested by Landlord. If Tenant fails to submit the Income Sub-Account specific sublease and other required information within such time, or if the Holdback Sub-Account. Purchase payments periodically received terms of the specific sublease submitted by UMBFS (Tenant vary from the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described terms set forth in the Fund’s then-current Private Placement Memorandum Sublease Notice approved by Landlord pursuant to (the “Holdback Amount”)iii) above, if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account then Tenant shall be referred required to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver submit a new Sublease Notice for Landlord's evaluation pursuant to the Escrow Agent procedures set forth in this paragraph. If Landlord fails to exercise any such option to sublet or to terminate, this shall not be construed as or constitute a cash letter (the “Cash Deposit Letter”) confirming the amount waiver of any of the Purchase Proceeds so deliveredprovisions of Paragraphs 13.a., b., c. or d. herein. If Landlord exercises any such option to sublet or to terminate, any costs of demising the portion of the Premises affected by such subleasing or termination shall be borne by Tenant. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)addition, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent Landlord shall have no duty liability for any real estate brokerage commission(s) or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held costs and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for expenses that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund Tenant may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made have incurred in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunderproposed subletting, and Tenant agrees to indemnify, defend and hold Landlord and all other Indemnitees harmless from and against any and all Claims (as defined in Paragraph 14.b. below), including, without limitation, claims for commissions, arising from such funds proposed subletting. Landlord's foregoing rights and options shall under no circumstances continue throughout the entire term of this Lease. For purposes of this Paragraph 13.d., a proposed assignment of 18 this Lease in whole or in part shall be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessdeemed a proposed subletting of such space.

Procedures. (ai) The Fund U.S. Stock Corporation, transfer agent for Broadbase common stock, will establish an escrow account act as exchange agent (the "EXCHANGE AGENT") for the Exchange Shares. On the Closing Date, Broadbase will deposit with the Escrow Exchange Agent consisting the Exchange Shares, to be held by the Exchange Agent until released as provided herein. Within a reasonable time after the Closing, Broadbase shall cause to be mailed to each holder of four record of a certificate(s) for shares of Panopticon capital stock (the "PANOPTICON CERTIFICATES"): (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Panopticon Certificates shall pass, only upon delivery of the Panopticon Certificates to the Exchange Agent), and (B) instructions for use in effecting the surrender of the Panopticon Certificates in exchange for certificates representing Exchange Shares. As soon as practicable after the Effective Time, each Panopticon Shareholder (1) will surrender either (x) the Panopticon Certificates to Broadbase for cancellation or (y) an affidavit of lost certificate (or nonissued) and a bond in form and amount reasonably satisfactory to Broadbase or the Exchange Agent (a "BOND"), (2) will execute and deliver an indemnification letter pursuant to which each Panopticon Shareholder will agree to indemnify the Indemnified Persons (as defined in Section 12.2) pursuant to the terms of Article 12 (the "INDEMNIFICATION LETTER"), (3) will execute and deliver representations as to such Panopticon Shareholder's valid and marketable title to such holder's shares of Panopticon common stock, and (4) segregated sub-accounts), if a permit is not obtained from the California Department of Corporations as contemplated by Section 6.5, a representation letter stating that such shareholder is acquiring the "Exchange Shares" for investment purposes and not with a view to any distribution thereof, and such other matters as Broadbase may reasonably require in order to establish the Private Placement Exemption (items 3 and 4 collectively, the Subscription Sub-Account"PANOPTICON SHAREHOLDER REPRESENTATIONS"). Promptly following the Effective Time and receipt of Panopticon Certificates and/or the Bonds, the Repurchase Sub-Account, the Income Sub-Account Indemnification Letter and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (Panopticon Shareholder Representations, Broadbase will cause the “Purchase Proceeds”Exchange Agent to issue to such surrendering holder certificate(s) will for the number of Exchange Shares to which such holder is entitled pursuant to Section 2.1, less the Escrow Shares to be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases escrow on behalf of Interests by the Fund from its subscribers (“Repurchase Proceeds”) such holder pursuant to Section 2.2, and will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”distribute any cash payable under Section 2.1(a)(v). (bii) Simultaneously At the Effective Time, the stock transfer books of Panopticon will be closed and no transfer of shares of Panopticon capital stock will thereafter be made. If, after the Effective Time, Panopticon Certificates are presented for any reason, they will be canceled and exchanged as provided in this Section 8.2; provided, however, that subject to applicable law any Panopticon Certificate that is not properly submitted to Broadbase for exchange and cancellation within three years after the Effective Time shall no longer evidence ownership of or any right to receive shares of Broadbase common stock and all rights of the holder of such Panopticon Certificate, with any deposit respect to the shares previously evidenced by such Panopticon Certificate, shall cease. (iii) Subject to the provisions of Purchase Proceeds, UMBFS will deliver Section 2.2 and the Escrow Agreement with respect to the Escrow Agent a cash letter (Shares, all Exchange Shares delivered upon the “Cash Deposit Letter”) confirming the amount surrender of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS Panopticon Certificates in accordance with the payment procedures terms hereof will be deemed to have been delivered in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect full satisfaction of all rights pertaining to the collection of any Purchase ProceedsPanopticon common stock evidenced by such Panopticon Certificates. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an a non-interest bearing escrow account with the Escrow Agent consisting of four two (42) segregated sub-accounts, the Subscription Sub-Account, Account and the Repurchase Sub-Account, Account (the Income Subscription Sub-Account and the Holdback Repurchase Sub-AccountAccount shall be referred to collectively as the “Escrow Accounts”). Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests Shares by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. , The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (hf) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (ig) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund In connection with any Buyback, Borrower will establish an escrow account with notify the Escrow Administrative Agent consisting of four (4) segregated sub-accounts, and Lenders holding the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Term Loans in writing (the “Purchase ProceedsBuyback Notice”) will that Borrower desires to prepay the Term Loan on a specified Business Day, in a maximum aggregate amount (which amount shall be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases not less than $1,000,000 and whole increments of Interests by the Fund from its subscribers (“Repurchase Proceeds”$100,000 in excess thereof) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Buyback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account ) at a discount to par (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account which shall be referred to collectively expressed as a range of percentages of par of the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the principal amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (dTerm Loans) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation by Borrower with respect to each Buyback, the collection of any Purchase Proceeds. (c) On “Buyback Price Range”); provided that such notice shall be received by the last business day of each calendar month, UMBFS will deliver Administrative Agent and Lenders no earlier than 10 Business Days and no later than 5 Business Days prior to the Escrow Agent proposed date of such Buyback. In connection with a cash letter instructing Buyback, Borrower will allow each Lender holding the Escrow Agent Term Loans to disburse specify a discount to par (which shall be expressed as a price equal to a percentage of par of the Purchase Proceedsprincipal amount of the Term Loans held by such Lender, the “Acceptable Buyback Price”) for a principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans held by such Lender at which such Lender is willing to permit such voluntary prepayment. Based on the Acceptable Buyback Prices and principal amounts of the Term Loans specified by Lenders, if any, on deposit the Administrative Agent, in consultation with Borrower, will determine the applicable discount price (the “Cash Disbursement LetterApplicable Buyback Price”). (d) The Escrow Agent shall provide for the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestapplicable Buyback, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings which will be swept to the Fund’s custody account on the first business day lower of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceedslowest Acceptable Buyback Price at which Borrower can complete the Buyback for the Buyback Amount and (ii) if the Lenders’ response is such that the Buyback could not be completed for the full Buyback Amount, the Fund or its agents highest Acceptable Buyback Price specified by the Lenders that is within the Buyback Price Range specified by Borrower. For the avoidance of doubt, no Lender shall have no title, right, claim, lien or any other interest be obligated to participate in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessa Buyback.

Procedures. (a) The Fund will establish an escrow account with If Tenant desires to assign this Lease or any interest therein or sublet all or part of the Escrow Agent consisting of four (4) segregated sub-accountsPremises, Tenant shall give Landlord written notice thereof designating the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account space proposed to be sublet and the Holdback Sub-Accountterms proposed. Purchase payments periodically received by UMBFS If the proposed sublease covers the entire Premises and if the term of the proposed sublease (the “Purchase Proceeds”including any renewal or extension terms) will be deposited into expire during the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers final six (“Repurchase Proceeds”6) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount months of the Purchase Proceeds so delivered. In the event the Fund Term (or UMBFS provides written notice to the Escrow Agent that an underlying purchase order if Tenant has been revoked in the form of exercised a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) renewal or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceedsextension option, if any, on deposit then during the final six (6) months of the “Cash Disbursement Letter”subject renewal or extension period). , then Landlord shall have the prior right and option (dto be exercised by written notice to Tenant given within fifteen (15) The Escrow Agent days after receipt of Tenant's notice) (i) to terminate this Lease, or (ii) to approve Tenant's proposal to sublet conditional upon Landlord's subsequent written approval of the specific sublease obtained by Tenant and the specific subtenant named therein. If Landlord exercises its option described in (ii) above, Tenant shall provide submit to Landlord for Landlord's written approval Tenant's proposed sublease agreement (in which the Fund and UMBFS proposed subtenant shall be named) together with a current reviewed or audited financial statement prepared by a certified public accountant for such proposed subtenant and a credit report on such proposed subtenant prepared by a recognized credit reporting agency. If Landlord fails to exercise its option to terminate this Lease, this shall not be construed as or constitute a waiver of any of the assets held and transactions provisions of this Section. If Landlord exercises its option to terminate this Lease, Landlord shall not have any liability for any real estate brokerage commission(s) or with respect to any of the Escrow Accounts on a monthly basis costs and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for expenses that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund Tenant may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made have incurred in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunderproposed subletting, and Tenant agrees to hold Landlord harmless from and against any and all claims (including, without limitation, claims for commissions) arising from such funds proposed subletting. Landlord's foregoing rights and options shall under no circumstances continue throughout the Term. For purposes of this Section, a proposed assignment of this Lease in whole or in part shall be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessdeemed a proposed subletting of such space.

Procedures. (a) The Fund In connection with any Discounted Buyback, Borrower will establish an escrow account with notify Agent and Lenders holding the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Term Loans in writing (the “Purchase ProceedsDiscounted Buyback Notice”) will that Borrower desires to prepay the Term Loans on a specified Business Day, in a maximum aggregate amount (which amount shall be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases not less than $2,500,000 and whole increments of Interests by the Fund from its subscribers (“Repurchase Proceeds”$100,000 in excess thereof) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Discounted Buyback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account ) at a discount to par (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account which shall be referred to collectively expressed as a range of percentages of par of the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the principal amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (dTerm Loans) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation by Borrower with respect to each Discounted Buyback, the collection of any Purchase Proceeds. “Discount Price Range”); provided that such notice shall be received by Agent and Lenders no earlier than ten (c10) On the last business day of each calendar month, UMBFS will deliver Business Days and no later than five (5) Business Days prior to the Escrow Agent proposed date of such Discounted Buyback. In connection with a cash letter instructing Discounted Buyback, Borrower will allow each Lender holding the Escrow Agent Term Loans to disburse specify a discount to par (which shall be expressed as a price equal to a percentage of par of the Purchase Proceedsprincipal amount of the Term Loans held by such Lender, the “Acceptable Discount Price”) for a principal amount (subject to rounding requirements specified by Agent) of the Term Loans held by such Lender at which such Lender is willing to permit such voluntary prepayment; provided, however, that each Restricted Lender and each Independent Debt Fund Affiliate agrees that it shall be required to offer all of its Term Loans for prepayment at one or more Acceptable Discount Prices within the Discount Price Range to the extent that, after giving effect to such Discounted Buyback, the Sponsor Controlled AffiliatedRestricted Lenders would hold a greater aggregate principal amount of Indebtedness than is permitted by Section 9.109.9(b ). Based on the Acceptable Discount Prices and principal amounts of the Term Loans specified by Lenders, if any, on deposit Agent, in consultation with Borrower, will determine the applicable discount price (the “Cash Disbursement LetterApplicable Discount Price”). (d) The Escrow Agent shall provide for the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestapplicable Discounted Buyback, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings which will be swept to the Fund’s custody account on the first business day lower of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior the lowest Acceptable Discount Price at which Borrower can complete the Discounted Buyback for the Discounted Buyback Amount and (ii) if the Lenders’ response is such that the Discounted Buyback could not be completed for the full Discounted Buyback Amount, the next lowest Acceptable Discount Price specified by the Lenders that is within the Discount Price Range specified by Borrower and then pro rata at the clearing level (it being understood that Borrower may revoke any offer made pursuant to delivery a Discounted Buyback Notice at any time prior to it or its designated agents the date of the Purchase Proceeds or Repurchase Proceedsapplicable Discounted Buyback). For the avoidance of doubt, the Fund or its agents no Lender shall have no title, right, claim, lien or any other interest be obligated to participate in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessa Discounted Buyback.

Procedures. (a) The Fund will establish an escrow account with Company shall purchase from a Holder, pursuant to this Article 4, Notes if the Escrow Agent consisting principal amount of four (4) segregated sub-accounts, such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder. Any purchase by the Subscription Sub-Account, Company contemplated pursuant to the Repurchase Sub-Account, provisions of this Article 4 shall be consummated by the Income Sub-Account and delivery of the Holdback Sub-Account. Change in Control Purchase payments periodically Price to be received by UMBFS (the “Holder promptly following the later of the Change in Control Purchase Proceeds”) will be deposited into Date or the Subscription Subtime of book-Accountentry transfer or delivery of the Notes. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver Notwithstanding anything herein to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice contrary, any Holder delivering to the Escrow Paying Agent that an underlying purchase order has been revoked the Change in Control Purchase Notice contemplated by Section 4.03 shall have the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than right at any time prior to the close of business on the day Business Day prior to the Change in Control Purchase Date to withdraw such Change in Control Purchase Notice (in whole or in part) by delivery of receipt a written notice of such Purchase Reversal Letter withdrawal to the Paying Agent in accordance with subparagraph Section 6.02. The Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice or written notice of withdrawal thereof. On or before the Change in Control Purchase Date, the Company shall deposit with the Paying Agent (dor if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate Change in Control Purchase Price of the Notes to be purchased pursuant to this Article 4. Payment by the Paying Agent of the Change in Control Purchase Price for such Notes shall be made promptly following the later of the Change in Control Purchase Date or Paragraph 4) the time of book-entry transfer from or delivery of such Notes. If the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS Paying Agent holds, in accordance with the payment procedures terms of this Indenture, money sufficient to pay the Change in Paragraph 4Control Purchase Price of such Notes on the Business Day fol-lowing the Change in Control Purchase Date, then, on and after such date, such Notes shall cease to be outstanding and interest on such Notes shall cease to accrue, whether or not book-entry transfer of such Notes is made or such Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Change in Control Purchase Price upon delivery or transfer of the Notes). Nothing herein shall preclude any withholding tax required by law. The Escrow Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of the Change in Control Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no duty or obligation with respect further liability for the cash delivered to the collection Trustee. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit Notes for that day’s earnings. All investment earnings on the Escrow Accounts redemption shall be transferred on determined by the first business day of each month to the Income Sub-Account. In turnCompany, the earnings will whose determination shall be swept to the Fund’s custody account on the first business day of the monthfinal and binding. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. Within five (a5) The Fund will establish an escrow account with days after the Escrow Agent consisting of four (4) segregated sub-accounts2005 Audit Completion Date, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Buyer shall prepare a statement (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback AmountEarnout Statement”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account which statement shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming contain the amount of the Purchase Proceeds so deliveredCash Earnout Payment and the Stock Earnout Payment, setting forth in reasonable detail the numbers and calculations used to determine such amounts. In the event the Fund or UMBFS provides written notice The Earnout Statement shall be delivered to the Escrow Agent Shareholders’ Representative within such five (5) day period and shall be accompanied by a certificate of an officer of Buyer that an underlying purchase order has been revoked such Earnout Statement was prepared as described above. The Shareholders’ Representative may contest the Earnout Statement by delivering to Buyer a notice in writing (a “Dispute Notice”) which shall set forth with reasonable specificity the nature of the disagreement and the amounts thereof. If the Shareholders’ Representative fails to deliver a Dispute Notice to Buyer within five (5) Business Days after receipt by the Shareholders’ Representative of the Earnout Statement, then the Earnout Statement shall be deemed to be correct, final, and binding upon the parties, in the form absence of actual fraud. If the Shareholders’ Representative delivers a cash letter Dispute Notice to Buyer within the five-day period referred to in the immediately preceding sentence, then both the Shareholders’ Representative and Buyer agree to use all reasonable efforts to seek in good faith to resolve the disputes set forth therein. If the Shareholders’ Representative and Buyer are unable to resolve any such disputes between them within five (5) days of delivery of the Dispute Notice, then the Shareholders’ Representative and Buyer shall jointly designate a firm of certified public accountants acceptable to both (the “Purchase Reversal LetterAccountants”), to resolve the Escrow Agent issue or issues which are the subject of the disagreement between them. The Accountants shall promptly resolve the issue or issues which are the subject of the disagreement between the Shareholders’ Representative and Buyer. If the Shareholders’ Representative and Buyer have not designated the firm to which the disagreement shall be submitted within ten (but 10) calendar days after the termination of the five (5) day period following the delivery of the Dispute Notice, they shall be deemed to have designated the firm of PricewaterhouseCoopers LLP (which shall be independent of the Buyer and the Selling Shareholders and their respective affiliates) to serve as the Accountants, unless it is later disqualified by reason of establishing a relationship with Buyer or any of the Selling Shareholders or their respective Affiliates. In connection with their determination of the disputed items, the Accountants shall be entitled to review the work papers, trial balances and similar materials prepared by Buyer in no event later than connection with Buyer’s preparation of the close of business on Earnout Statement. The Selling Shareholders shall be solely responsible for all fees and expenses incurred by the day of receipt of Accountants in connection with such Purchase Reversal Letter in accordance dispute resolution proceedings, unless the Accountants shall disagree with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified calculations set forth in the Purchase Reversal Letter Earnout Statement and determine in writing that Buyer should pay the Selling Shareholders an additional Cash Earnout Payment and/or Stock Earnout Payment with an aggregate value of at least U.S. $100,000, in which case the Buyer shall be solely responsible for all such fees and expenses. Buyer’s obligation to UMBFS in accordance with make a Cash Earnout Payment or Stock Earnout Payment hereunder is subject to setoff, counterclaim and recoupment of any amounts owed to any member of the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation Buyer Group (as defined below) by any Selling Shareholder pursuant to the provisions of Section 9 below solely with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver indemnification claims relating to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. Losses (i) Prior with respect to delivery to it or its designated agents breaches of the Purchase Proceeds representations and warranties contained in Sections 3.1, 3.3, 3.9, 3.19, 3.27, 4.1 and 4.4; and (ii) in cases of fraud or Repurchase Proceeds, the Fund intentional misrepresentation or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessbreach of warranty.

Procedures. Subject to the proviso to clause (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accountsabove, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds Borrower may from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred time to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked time solicit Discounted Prepayment Offers in the form of a cash letter Discounted Prepayment Offer Solicitation by providing notice to the Administrative Agent at least three (3) Business Days (unless a shorter notice period is agreed to by the Administrative Agent in its sole discretion) in advance of the proposed Discounted Prepayment Offer Solicitation; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of Term Loans subject to a discounted prepayment offer solicitation in accordance with clause (iv) below (the “Purchase Reversal LetterTarget Discounted Prepayment Amount”), the Escrow Class or Classes of Term Loans subject to such offer and the maximum prepayment price (expressed as a percentage of principal amount) of each relevant Class of Term Loans at which the Borrower is willing to prepay such Term Loans (the “Maximum Prepayment Price”) (it being understood that different Maximum Prepayment Prices and Target Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each offer will be treated as a separate offer pursuant to the terms of this Section 2.26), (III) the Target Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof (or the remaining outstanding amount of such Class of Term Loans) and (IV) subject to clause (h)) below, each such solicitation by the Borrower shall remain outstanding through the Discounted Prepayment Response Date. The Administrative Agent will promptly provide each Lender holding the applicable Class of Term Loans with a copy of such Discounted Prepayment Offer Solicitation and a form of the Discounted Prepayment Offer to be submitted by a responding Lender to the Administrative Agent by no later than 5:00 p.m. New York time on the Discounted Prepayment Response Date. Except in the case of any amendment or modification of a Discounted Prepayment Offer Solicitation as set forth in clause (h) below, each Lender’s Discounted Prepayment Offer shall be irrevocable and shall specify a minimum prepayment price (expressed as a percentage of principal amount), which shall be at or below the Maximum Prepayment Price (the “Submitted Prepayment Price”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class and the maximum aggregate principal amount and Class of such Xxxxxx’s Term Loans subject to a discounted prepayment offer in accordance with clause (d) below (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Prepayment Price. Each Lender may only submit one Discounted Prepayment Offer, but each Discounted Prepayment Offer may contain up to three offers, with each such offer specifying a Submitted Prepayment Price for the applicable Class or Classes of Term Loans and a corresponding Submitted Amount therefor (each such offer, a “Tiered Offer”), only one of which may result in a Qualifying Offer. Any Lender whose Discounted Prepayment Offer is not received by the Administrative Agent by the Discounted Prepayment Response Date shall be deemed to have declined to make a Discounted Prepayment Offer and to have declined to accept a Discounted Prepayment of any of its Term Loans at any prepayment price at or below the Maximum Prepayment Price. -98- (ii) The Administrative Agent shall promptly (but promptly, following a request by the Borrower, advise the Borrower and, in any event, no event later than the close first Business Day following a Discounted Prepayment Response Date, of business all Discounted Prepayment Offers. The Administrative Agent shall review all Discounted Prepayment Offers received on or before the day applicable Discounted Prepayment Response Date and shall determine (subject to the approval of receipt the Borrower and subject to the rounding requirements of the Administrative Agent made in its reasonable discretion) the Clearing Prepayment Price and the Class(es) of Term Loans to be prepaid at such Purchase Reversal Letter Clearing Prepayment Price in accordance with subparagraph this Section 2.26. As used herein, the “Clearing Prepayment Price” shall be the lowest prepayment price at or below the Maximum Prepayment Price that yields a Discounted Prepayment in an aggregate principal amount equal to the lower of (dx) the Target Discounted Prepayment Amount and (y) the sum of all Submitted Amounts. Each Lender that has submitted a Discounted Prepayment Offer to accept prepayment at a prepayment price that is at or Paragraph 4) transfer from below the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation Clearing Prepayment Price with respect to the collection one or more Classes of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors Term Loans (each, a “Repurchase Disbursement LetterQualifying Offer”) shall be deemed to have irrevocably consented to the prepayment of such Class or Classes or Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (iii)) at the Clearing Prepayment Price (each such Lender, a “Participating Lender”). (g) On an annual basis. If a Participating Lender has submitted a Discounted Prepayment Offer containing Tiered Offers for the applicable Class or Classes of Term Loans at different Submitted Prepayment Prices, UMBFS only the Tiered Offer with the highest Submitted Prepayment Price that is equal to or less than the Clearing Prepayment Price will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs be deemed to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be takenDiscounted Prepayment Offer of such Participating Lender. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. With respect to the sale from time to time of Issuer's Commercial Paper, the Agent and Issuer shall follow the procedures described in this Section: (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described When Issuer desires Agent's assistance in the Fund’s then-current Private Placement Memorandum (sale of Issuer's Commercial Paper, an Authorized Person of Issuer will contact a duly authorized employee of Agent and inform Agent of the “Holdback Amount”)amount of commercial paper that Issuer desires to issue. Such Authorized Person of Issuer and authorized employee of Agent will then mutually agree on other details respecting the proposed issuance of Issuer's Commercial Paper, if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Accountincluding, the Repurchase Sub-Account without limitation, rate, maturity date and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”)proposed Settlement Date. (b) Simultaneously Following such advice from Issuer referred to in subparagraph (a), Agent will solicit Purchasers for Issuer's Commercial Paper as described in Section 3. Upon negotiating a sale to Purchaser, on each Settlement Date, Agent will debit Purchaser's account with any deposit of Purchase ProceedsAgent, UMBFS will deliver and credit Issuer's Account #19313 with Agent, with credit advice to Issuer, in immediately available funds, (i) the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the total principal amount of interest bearing Issuer Commercial Paper purchased by Purchaser, scheduled to be settled on such date, and/or (ii) the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice total net proceeds of Issuer's Commercial Paper, purchased by Purchaser at a discount, scheduled to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business be settled on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceedsdate. (c) On the last business Daily cutoff time for same day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”)settlement shall be 12:00 Noon. (d) The Escrow On the maturity dates specified the Agent shall provide charge Issuer's Account #19313 with Agent, with debit advice to Issuer, for the Fund total amount of principal and UMBFS interest payable to Purchasers with a statement of the assets held respect to Issuer's Book Entry Commercial Paper Transactions maturing on such dates, and transactions of the Escrow Accounts on a monthly basis and Agent shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activityforthwith credit such amounts in immediately available funds to Purchasers' accounts maintained with Agent for such purpose. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it So long as Issuer has Issuer Commercial Paper outstanding hereunder, Issuer agrees to maintain with Agent the accounts referred to in subparagraphs (b) and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month(d) above. (f) The Fund Agent may from time establish and utilize such special clearing accounts as may be necessary or appropriate to time deposit Repurchase Proceeds in carry out the Repurchase Sub-Accounttransactions contemplated by this section. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.3

Procedures. If a Holder, in such Holder's Purchase Notice or ---------- Fundamental Change Purchase Notice (a) The Fund will establish an escrow account with the Escrow Agent consisting and in any written notice of four (4) segregated sub-accountswithdrawal of a portion of a Holder's Notes previously submitted for purchase pursuant to a Purchase Notice or Fundamental Change Purchase Notice, the Subscription Sub-Accountportion that remains subject to the Purchase Notice or Fundamental Change Purchase Notice), fails to indicate such Holder's choice with respect to the Repurchase Sub-Accountelection regarding a conditional withdrawal pursuant to the terms of clause (D) of Section 4.03(a)(i) or the penultimate paragraph of the Fundamental Change Purchase Notice such Holder shall be deemed to have elected to receive Cash in respect of all Notes subject to such Purchase Notice or Fundamental Change Purchase Notice in the circumstances set forth in such clause (D) and penultimate paragraph. The Company shall purchase from the Holder thereof, pursuant to this Section 4.03, a portion of a Note if the Income Sub-Account and Principal Amount at Final Maturity of such portion is $1,000 or a multiple of $1,000 if so requested by the Holdback Sub-AccountHolder. Purchase payments periodically Provisions of this Supplemental Indenture that apply to the purchase of all of a Note also apply to the purchase of such portion of such Note. Any purchase by the Company contemplated pursuant to the provisions of Section 4.02 or this Section 4.03 shall be consummated by the delivery of the consideration to be received by UMBFS the Holder (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”)together with accrued and unpaid contingent interest, if applicable. Any Holdback Amount will be deposited into any) promptly following the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount later of the Purchase Proceeds so deliveredDate and the time of delivery or book-entry transfer of the Note. In the event the Fund or UMBFS provides written notice Notwithstanding anything herein to the Escrow contrary, any Holder delivering to the Paying Agent that an underlying purchase order has been revoked in the form of a cash letter (Purchase Notice or Fundamental Change Purchase Notice contemplated by Section 4.02 or this Section 4.03(a) shall have the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than right at any time prior to the close of business on the day of receipt of Purchase Date or Fundamental Change Purchase Date to withdraw such Purchase Reversal Letter Notice or Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4Section 4.04(a). The Escrow Paying Agent shall have no duty or obligation with respect to promptly notify the collection Company of the receipt by it of any Purchase ProceedsNotice or Fundamental Change Purchase Notice or written notice of withdrawal thereof. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (ai) Any holder or holders electing a Repurchase Option pursuant to Section 16(a) shall give written notice of such election (the "Repurchase Notice") to the Company. The Fund will establish an escrow account with Repurchase Notice shall include the Escrow Agent consisting name of four (4) segregated sub-accounts, the Subscription Sub-Account, holders electing the Repurchase Sub-Account, Option (the Income Sub-Account "Electing Holders") and the Holdback Sub-Account. Purchase payments periodically received number of shares (by UMBFS (holder) that the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account Company shall be referred required at that time to collectively as the “Escrow Accounts”)repurchase. (bii) Simultaneously with any deposit Within five Business Days of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount its receipt of the Purchase Proceeds so delivered. In Repurchase Notice, the event the Fund or UMBFS provides Company shall give written notice to each Electing Holder of the Escrow Agent that Company's choice of an underlying purchase order has been revoked Independent Financial Expert to prepare the Value Report. Within five Business Days after the date of this notice, Electing Holders owning a majority of the shares identified in the form of a cash letter Repurchase Notice shall notify the Company in writing (the “Purchase Reversal Letter”)"Holders' IFE Notice") of their approval or disapproval of the Company's initial choice of Independent Financial Expert and, in the event of disapproval, such holders shall propose an alternative firm as Independent Financial Expert. Within two Business Days after its receipt of the Holders' IFE Notice, the Escrow Agent Company shall notify the Electing Holders of its approval or disapproval of their selection. If the Company does not accept the Independent Financial Expert chosen by the Electing Holders, then the two Independent Financial Experts previously selected pursuant to this section shall promptly (but in no event later than be requested by the close of business on Company and the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from Electing Holders to jointly select a firm to act as Independent Financial Expert to Prepare the Subscription Sub-Account Value Report. Their joint selection, which shall be made within five Business Days, shall be final and binding upon both the Purchase Proceeds specified in Company and the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase ProceedsElecting Holders. (ciii) On The Company shall consult and cooperate with the last business day selected Independent Financial Expert to facilitate the final delivery of each its Value Report no later than sixty calendar month, UMBFS will deliver to days after the Escrow Agent a cash letter instructing date of the Escrow Agent to disburse Repurchase Notice. The Value Report shall be final and binding upon both the Purchase Proceeds, if any, on deposit (Company and the “Cash Disbursement Letter”)Electing Holders. (div) The Escrow Agent Company shall provide pay the Fund and UMBFS with a statement Repurchase Price in immediately available funds to the holder or holders electing the Repurchase Option within sixty calendar days of the assets held and transactions delivery of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activityValue Report. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. If all of the conditions specified in Sections 9 and 10 have been fulfilled or are waived in writing by Buyer or Seller, as the case may be, on or by the Closing Date, then, on the Closing Date: (a) The Fund Seller and Buyer will establish execute and deliver an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account assignment and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described assumption agreement substantially in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”form attached as part of Exhibit 11.2(a), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”).; (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS Seller and Buyer will execute and deliver to the Escrow Agent a cash letter New Lease Agreement; (the “Cash Deposit Letter”c) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that Buyer and Seller shall enter into an underlying purchase order has been revoked agreement substantially in the form of Exhibit 11.2(c) hereto, whereby Seller will provide to Buyer certain transitional services which are currently provided to TRIMET by the Retained Businesses for a cash letter period of five (5) months after the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”).Closing Date; (d) The Escrow Agent Buyer and Seller shall provide each cause to be delivered to the Fund other the opinions referenced in Sections 9.7 and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request10.6, UMBFS shall provide periodic summaries of Escrow Account activity.as appropriate; (e) The Escrow Agent shall invest all amounts deposited Seller will execute and deliver a bill xx sale of the Transferred Assets substantially in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day form attached as part of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month.Exhibit 11.2(e); (f) The Fund may from time Seller will execute and deliver separate assignments, or other appropriate instruments of transfer with respect to time deposit Repurchase Proceeds any of the Transferred Assets not appropriately transferred by an assignment and assumption agreement and bill xx sale, in each case, in form reasonably satisfactory to Buyer, if and as necessary in the Repurchase Sub-Account. On the last business day reasonable opinion of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”).Buyer; (g) On an annual basisSeller will deliver special warranty deeds, UMBFS in form and substance reasonably acceptable to Buyer, transferring all Owned Real Property to Buyer, subject to any and all Permitted Encumbrances, and shall also execute and deliver to Buyer the Necessary Access Easement(s) and other easements over the Retained Real Estate provided in Section 6.11(a); or, if Seller is unable to deliver the special warranty deeds on the Closing Date, Seller and Buyer will execute and deliver the Provisional Lease Agreement and Seller will deliver to Buyer the Escrow Agent Security Instrument pursuant to Section 6.11 above, pending a cash letter to disburse completion of the Holdback Amount, if any, on deposit transfer as provided in the Holdback Sub-Account (the “Holdback Disbursement Letter”)Section 6.11(a) above. (h) In Seller will deliver at Seller's cost, with respect to the event Owned Real Property, an adjustment needs owner's title insurance policy (ALTA form), insuring the fee simple title of Buyer in such real property, including insurance covering the Necessary Access Easement(s), subject only to any applicable Permitted Encumbrances, in an amount of $2,400,000 or such other amount as may be made agreed to in connection the Allocation Statement referenced in Section 13 if it has been determined (provided, however, that Buyer may (at its expense) increase such amount for title insurance coverage purposes, but Buyer will pay for any resulting increase in the cost of the title insurance or the amount of transfer or conveyance taxes otherwise payable by Buyer and Seller in accordance with Section 14 hereof), with standard exceptions deleted, with affirmative insurance as to any money movement hereunderappurtenant easements, UMBFS and containing a "same land as survey" endorsement, which title policy shall be in form reasonably acceptable to Buyer and issued by Commonwealth Land Title Insurance Company or another title insurance company mutually acceptable to the parties (the "Title Company"); provided, that if Seller is unable to deliver to Buyer fee simple title to Buyer as provided herein on the Escrow agent Closing Date, Seller will deliver a cash letter specifying leasehold insurance policy insuring Buyer's leasehold estate under the corrective action to be taken.Provisional Lease Agreement (in the amount of $2,400,000) and a loan policy of title insurance (in the amount of $2,400,000) insuring Buyer's Security Instrument, each in accordance with the applicable terms set forth above; and (i) Prior Buyer will deliver the Closing Date Payment to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessSeller by wire transfer.

Procedures. (ai) The Fund will establish an escrow account with In order to exercise the Escrow Agent consisting of four (4) segregated sub-accountsPreferred Put Right, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS Initiating Preferred Unitholders shall deliver to the Escrow agent Company a cash letter specifying written notice, executed by all Initiating Preferred Unitholders (the corrective action “Preferred Put Notice”). Upon receipt of a Preferred Put Notice, all ATN Unitholders (in the case of a Preferred Put Notice delivered by the ATN Majority Preferred Holders) and/or all F3C Unitholders (in the case of a Preferred Put Notice delivered by the F3C Majority Preferred Holders) shall be deemed to be takenhave elected to sell all of their Series A Preferred Units, Series B Preferred Units, and Series N Preferred Units (the “Initiating Preferred Units”) pursuant to this Section 10.06. (iii) Prior Promptly (and in any event no more than 10 days) following receipt of a Preferred Put Notice, the Company shall (A) deliver to each Initiating Preferred Unitholder a calculation of the Preferred Put Purchase Price for the Series A Preferred Units, Series B Preferred Units, and Series N Preferred Units held by such Initiating Preferred Unitholder and (B) deliver to each holder of issued and outstanding Series A Preferred Units, Series B Preferred Units, and Series N Preferred Units other than the Initiating Preferred Unitholders (the “Non-Initiating Preferred Unitholders”) (A) a copy of the Preferred Put Notice and (B) a calculation of the Preferred Put Purchase Price for all Series A Preferred Units, Series B Preferred Units, and Series N Preferred Units held by such holder. Each F3C Unitholder (if the ATN Majority Preferred Holders are the Initiating Preferred Unitholders) or each ATN Unitholder (if the F3C Majority Preferred Holders or the Initiating Preferred Unitholders) may elect to participate in the Put Right Exercise by delivering to the Company a written election (a “Preferred Put Election Notice”) to sell all (but not less than all) of the Series A Preferred Units, Series B Preferred Units, and Series N Preferred Units held by such Non-Initiating Preferred Unitholder, at the Preferred Put Purchase Price and on the other terms and conditions of this Section 10.06, no later than 10 days after delivery to it or its designated agents such Non-Initiating Preferred Unitholder of the copy of the Preferred Put Notice and the calculation of the Preferred Put Price described in the immediately preceding sentence (such 10-day period the “Preferred Put Election Period”). A Non-Initiating Preferred Unitholder that timely delivers a Preferred Put Election Notice is a “Participating Preferred Unitholder”, and the Series A Preferred Units, Series B Preferred Units, and Series N Preferred Units held by such Participating Preferred Unitholder are the “Participating Preferred Units”. The F3C Unitholders hereby agree that if the F3C Majority Preferred Holders are not the Initiating Preferred Unitholders, and delivery a Preferred Put Election Notice, then all such F3C Unitholders shall be deemed to be Participating Preferred Unitholders. (iii) If the Company does not receive Preferred Put Election Notices covering all issued and outstanding Series A Preferred Units, Series B Preferred Units, and Series N Preferred Units held by Non-Initiating Preferred Unitholders by the last day of the Preferred Put Election Period, then the Company may, at its election, require all such Non-Initiating Preferred Unitholders to sell to the Company, concurrently with the closing of the purchase of Series A Preferred Units, Series B Preferred Units and Series N Preferred Units from the Initiating Preferred Unitholders and the Participating Preferred Unitholders, all (but not less than all) of such Non-Initiating Preferred Unitholders’ Series A Preferred Units, Series B Preferred Units, and Series N Preferred Units (the “Clean-Up Preferred Units”) at the Put Purchase Proceeds or Repurchase ProceedsPrice and on the other terms and conditions of this Section 10.06. If the Company desires to exercise its right pursuant to this Section 10.06(b)(iii), then, within 30 days after receiving a Preferred Put Notice, the Fund or Company shall deliver to each holder of Clean-Up Preferred Units a written notice stating its agents exercise of its right under this Section 10.06(b)(iii) and the intended closing date of the sale of the Series A Preferred Units, Series B Preferred Units, and Series N Preferred Units to the Company pursuant to this Section 10.06. (iv) Subject to Section 10.06(e), the closing of the sale of the Initiating Preferred Units, the Participating Preferred Units and the Clean-up Preferred Units (if any) pursuant to this Section 10.06 (the “Preferred Put Units”) shall have take place not later than 90 days after delivery to the Company of the Preferred Put Notice. The Company shall give each holder of Preferred Put Units at least five Business Days’ written notice of the date of closing (the “Preferred Put Closing Date”). Subject to Section 10.06(e), on the Preferred Put Closing Date the Company shall pay each holder of Preferred Put Units the aggregate Preferred Put Purchase Price for such holder’s Preferred Put Units by wire transfer of immediately available funds to an account specified by such holder in writing to the Company no titlelater than three Business Days before the Preferred Put Closing Date. (v) Each holder of Preferred Put Units shall, at the closing of any sale of Preferred Put Units consummated pursuant to this Section 10.06, represent and warrant to the Company, severally and not jointly, that: (A) such holder has full right, claim, lien or any other title and interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund Preferred Put Units held by such holder; (B) such holder has all the necessary power and authority and has taken all necessary action to sell such Preferred Put Units held by such holder as contemplated by this Section 10.06; and (C) the Preferred Put Units held by such holder are free and clear of any and all liens other than those arising as a result of or its agents or their creditors for payment or reimbursement for liabilities or indebtednessunder the terms of this Agreement and Transfer restrictions under Applicable Law.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, and the Income Sub-Account and (the Holdback Subscription Sub-Account. , and the Repurchase Sub-Account shall be referred to collectively as the “Escrow Accounts”).. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a ten percent (10%) withholding amount (the “Holdback Amount”), such amount typically being ten percent (10%) of the repurchase amount, if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”)letter, the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. MCA-Malawi, Exempt Entity or Exempt Individual will procure goods, works and services exempted from VAT. (aNote: for exemptions related to the procurement of petroleum products, see Schedule F.) The Fund will establish an escrow account with Tax exemption for local purchase of goods on which VAT has already attached – locally manufactured or imported and purchased from a vendor  Pursuant to Regulation 43 under the Escrow Agent consisting Malawi VAT Act of four (4) segregated sub-accounts2005, vendors may exempt VAT for local purchases made in furtherance of the Compact for goods to which VAT has already been paid. To secure this exemption, the Subscription Subpurchaser, either MCA-AccountMalawi, the Repurchase Sub-AccountExempt Entity, or the Income Sub-Account and Exempt Individual, must utilize the Holdback Sub-Account. Purchase payments periodically received by UMBFS Form VAT 5 (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be commonly referred to collectively as the “Escrow Accounts”). (bST14) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to secure a VAT exemption for the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4goods. The Escrow Agent shall have no duty or obligation MRA will provide MCA-Malawi with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit certified Forms VAT 5 for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs purchases to be made hereunder by MCA-Malawi or Exempt Entities or Exempt Individuals.  MCA-Malawi will use the Form VAT 5 as the direct beneficiary of the tax exemption under this Compact. Otherwise, MCA-Malawi will engage Exempt Entities or Exempt Individuals to implement the Compact on behalf of MCA-Malawi. For purchases to be made by Exempt Entities or Exempt Individuals in connection with any money movement hereunderthis capacity, UMBFS shall deliver MCA-Malawi will provide to them an endorsed Form VAT 5 and a certificate issued by MCA-Malawi to cover their specific purchases under the Compact. For each purchase, or combined purchase, MCA-Malawi, the Exempt Entity or Exempt Individual will provide a copy of the Form VAT 5 to the Escrow agent local vendor that is providing the goods as evidence that the goods should be sold net of VAT. The vendor’s invoice will reflect the tax exemption. The vendor will thereafter attach a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents copy of the Purchase Proceeds Form VAT 5 (and the MCA-Malawi certificate if the purchase is made by an Exempt Entity or Repurchase Proceeds, Exempt Individual) and the Fund or tax exempt invoice with its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available VAT filing as justification for not paying VAT to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtednessGovernment on such sales. This exemption procedure will not apply to open-stock goods.

Procedures. (a) The Fund will establish an escrow account In connection with the Escrow Agent consisting of four (4) segregated sub-accountsany Discounted Prepayment, the Subscription Sub-Account, Discounted Prepayment Offeror will notify the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS Administrative Agent in writing (the “Purchase ProceedsDiscounted Prepayment Notice”) that the Discounted Prepayment Offeror desires to prepay the Term Loans on a specified Business Day, in a maximum aggregate amount (which amount will be not less than $1,000,000 and whole increments of $100,000 in excess thereof) (the “Discounted Prepayment Amount”) at a discount to par (which will be expressed as a range of percentages of par of the principal amount of the Term Loans) specified by the Discounted Prepayment Offeror with respect to each Discounted Prepayment (the “Discount Price Range”); provided that (i) such notice will be received by the Administrative Agent and Lenders no earlier than 15 Business Days and no later than 5 Business Days prior to the proposed date by which Lenders are required to respond to the Discounted Prepayment Notice if they desire to participate (the “Discounted Prepayment Response Date”) and (ii) at the Discounted Prepayment Offeror’s discretion, the offer in any such notice will be made to all Lenders holding Term Loans (it being understood that different Discount Price Ranges may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.25). The Administrative Agent will promptly provide each Lender of the applicable Classes a copy of such Discounted Prepayment Notice. In connection with a Discounted Prepayment, each Lender holding the Term Loans of the applicable Classes will be entitled to specify to the Administrative Agent a discount to par (which will be expressed as a price equal to a percentage of par of the principal amount of the Term Loans held by such Lender, the “Acceptable Discount Price”) within the Discount Price Range for a principal amount (subject to rounding requirements specified by the Administrative Agent) of the Term Loans of the applicable Class held by such Lender at which such Lender is willing to accept such Discounted Prepayment. Each response by a Lender to a Discounted Prepayment Notice (A) will be deposited into due no later than 5:00 p.m. (New York City time) on the Subscription Sub-Account. Proceeds from periodic repurchases of Interests Discounted Prepayment Response Date, (B) to the extent not timely received by the Fund from its subscribers (“Repurchase Proceeds”) Administrative Agent will be deposited into disregarded and such Lender will be deemed to have declined the Repurchase Sub-AccountDiscounted Prepayment offer and (C) to the extent timely received by the Administrative Agent will be irrevocable. The Administrative Agent will provide the Discounted Prepayment Offeror with a summary of all tenders by Lenders in response to the Discounted Prepayment Notice and, less an appropriate withholdingbased on the Acceptable Discount Prices and principal amounts of the Term Loans of the applicable Classes specified by Lenders, as described the Administrative Agent, in consultation with the Fund’s then-current Private Placement Memorandum Discounted Prepayment Offeror, will determine the applicable discount price (the “Holdback AmountApplicable Discount Price”)) for the applicable Discounted Prepayment of all Loans to be prepaid in such Discounted Prepayment, if applicable. Any Holdback Amount which will be deposited into the Holdback Sub-Account lower of (1) the Subscription Sub-Accountlowest Acceptable Discount Price at which the Discounted Prepayment Offeror can complete the Discounted Prepayment for 100% of the Discounted Prepayment Amount and (2) if the Lenders’ response is such that the Discounted Prepayment could not be completed for 100% of the Discounted Prepayment Amount, the Repurchase Sub-Account and highest Acceptable Discount Price specified by the Holdback Sub-Account shall be referred to collectively as Lenders that is within the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase ProceedsDiscount Price Range specified by the Discounted Prepayment Offeror. The Discounted Prepayment Offeror will have the right, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides by written notice to the Escrow Agent that an underlying purchase order has been revoked Administrative Agent, to revoke in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly full (but not in no event later than the close of business part) its offer to make a Discounted Prepayment and rescind any Discounted Prepayment Notice therefor at its discretion at any time on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect prior to the collection applicable Discounted Prepayment Response Date (and if such offer is revoked or notice rescinded, any failure by the Discounted Prepayment Offeror to make a prepayment to a Lender, as applicable, pursuant to this Section will not constitute a Default or Event of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”Default under Section 8.1 or otherwise). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (ai) The Fund will establish If the Company proposes to undertake an escrow account with issuance of Pre-emptive Securities after the Escrow Agent consisting of four (4) segregated sub-accountsClosing Date, the Subscription SubCompany shall give each Pre-Accountemptive Right Holder written notice (an “Issuance Notice”) of such intention prior to such proposed issuance, which notice shall include: (A) the type and class or series of Pre-emptive Securities; (B) the number of such Pre-emptive Securities to be issued; (C) the per share price of such Pre-emptive Securities; (D) if applicable, such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 5.16(a)(i); (E) if applicable, the Repurchase Subidentity of the prospective transferee; and (F) the other material terms and conditions upon which the Company proposes to issue such Pre-Account, emptive Securities. (ii) Each Pre-emptive Right Holder shall have the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS right (the “Purchase ProceedsPre-emptive Right”) will be deposited into to subscribe up to such Pre-emptive Right Holder’s Pro Rata Share of such Pre-emptive Securities as determined pursuant to Section 5.16(a)(i) at the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by price per share and upon the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described other terms and conditions specified in the Fund’s then-current Private Placement Memorandum Issuance Notice and shall have ten (10) Business Days after the Issuance Notice is received (the “Holdback AmountPre-emptive Period”), if applicable. Any Holdback Amount will ) to exercise its Pre-emptive Right by giving written notice (a “Pre-emptive Acceptance Notice”) to the Company and stating therein the quantity of Pre-emptive Securities to be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”)subscribed. (biii) Simultaneously with If, at the expiration date of the Pre-Emptive Period, any deposit of Purchase Proceeds, UMBFS will deliver Pre-emptive Right Holder has not exercised its Pre-emptive Right by giving an Pre-Emptive Acceptance Notice to the Escrow Agent a cash letter Company, such holder shall be deemed to have waived all of its rights under this Section 5.16 with respect to, and only with respect to, the proposed issuance specified in such Issuance Notice. (the “Cash Deposit Letter”iv) confirming the amount of the Purchase Proceeds so delivered. In the event that any Pre-emptive Right Holder delivers a Pre-emptive Acceptance Notice during the Fund or UMBFS provides written notice Pre-emptive Period, then the closing of such issuance of Pre-emptive Securities shall take place within fifteen (15) Business Days after the later to occur of (A) the Escrow Agent that an underlying purchase order has been revoked expiry of the Pre-emptive Period, and (B) the receipt of all regulatory approvals required for such issuance. Upon such closing, the Company shall (1) allot and issue the applicable Pre-emptive Securities to each Pre-emptive Right Holder exercising the Pre-emptive Rights pursuant to this Section 5.16, (2) if applicable, enter each such Pre-emptive Right Holder’s name in the form register of members to reflect it as the owner of such Pre-emptive Securities (and within one (1) Business Day thereafter deliver a cash letter (the “Purchase Reversal Letter”certified true copy thereof to such Pre-emptive Right Holder), and (3) if such Pre-emptive Securities are represented by certificates, issue and deliver certificates representing such Pre-emptive Securities to such Pre-emptive Right Holder, in each case against payment by such Pre-emptive Right Holder of the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of subscription price for such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription SubPre-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS emptive Securities in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund terms and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited conditions specified in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthIssuance Notice. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum a ____ percent (___%) withholding (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the month. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.

Procedures. (a) The Fund will establish an escrow account with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-AccountAgent. Purchase payments periodically received by UMBFS (the “Purchase Proceeds”) will be deposited into the Subscription Sub-Escrow Account. Proceeds from periodic repurchases of Interests by the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholding, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so delivered. In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Escrow Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar monthof the initial closing and any subsequent closing by the Fund, UMBFS will deliver to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”). (d) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held and transactions of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s request, UMBFS shall provide periodic summaries of Escrow Account activity. (e) The Escrow Agent shall invest all amounts Amounts deposited in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must Account will not be deposited to the Escrow Accounts prior to 4:00 p.m. CT in order to receive credit for that day’s earnings. All investment earnings on the Escrow Accounts shall be transferred on the first business day of each month to the Income Sub-Account. In turn, the earnings will be swept to the Fund’s custody account on the first business day of the monthinvested. (f) The Fund may from time to time deposit Repurchase Proceeds in the Repurchase Sub-Account. On the last business day of each calendar quarter during which repurchases occur, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Repurchase Proceeds, if any, on deposit in custody, and a cash letter to move the Repurchase Proceeds out of the Repurchase Sub-Account for disbursement to investors (each, a “Repurchase Disbursement Letter”). (g) On an annual basis, UMBFS will deliver to the Escrow Agent a cash letter to disburse the Holdback Amount, if any, on deposit in the Holdback Sub-Account (the “Holdback Disbursement Letter”). (h) In the event an adjustment needs to be made in connection with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be taken. (i) Prior to delivery to it or its designated agents from the Escrow Agent of the Purchase Proceeds or Repurchase Proceeds, the Fund or its agents shall have no title, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.