FORM OF SUBSCRIPTION ESCROW AGREEMENT
Exhibit 8
FORM OF SUBSCRIPTION ESCROW AGREEMENT
THIS SUBSCRIPTION ESCROW
AGREEMENT dated as of
____________, 2019 (this "Agreement"), is entered into among JCC Advisors, LLC (the
"Dealer
Manager"), GK Investment
Property Holdings II, LLC, (the "Company") and UMB Bank, National Association, a national
banking association, as escrow agent (the "Escrow
Agent").
WHEREAS, the Company intends to raise cash funds from
Investors (as defined below) pursuant to a public offering (the
"Offering") of not more than $50,000,000 of its 7% Bonds
(the "Securities"), pursuant to the offering statement on Form 1-A
of the Company (No. 024-11074)
(as amended, the "Offering
Document") a copy of which is
attached as Exhibit
A hereto. The Securities
will be sold to Investors pursuant to written subscription
agreements (the "Subscription
Agreements")
WHEREAS, the Escrow Agent is willing to accept
appointment as escrow agent only for the express duties set forth
herein.
WHEREAS, at the direction of the Company, the Escrow Agent
has engaged Great Lakes Fund Solutions, Inc. (the
“Processing
Agent”) to receive,
examine for “good order” and facilitate subscriptions
into the Escrow Account (as defined hereinafter) as further
described herein and to act as record keeper, maintaining on behalf
of the Escrow Agent the ownership records for the Escrow
Account.
NOW,
THEREFORE, in consideration of
the foregoing and of the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Proceeds to be
Escrowed. On or before the
date the Offering Document is declared qualified by the Securities
and Exchange Commission (the "SEC"), the Company shall establish an escrow account
with the Escrow Agent to be invested in accordance
with Section
7 hereof entitled "ESCROW
ACCOUNT FOR THE BENEFIT OF INVESTORS IN 7% BONDS OF GK INVESTMENT
PROPERTY HOLDINGS II, LLC" (including such abbreviations as are
required for the Escrow Agent's systems) (the "Escrow
Account"). All checks and wire
transfers received from subscribers of Securities
("Investors") in payment for the Securities
("Investor
Funds") will be delivered to
the Escrow Agent within one business day following the day upon
which such Investor Funds are received by the Company or its
agents, and shall, upon receipt by the Escrow Agent, be retained in
escrow by the Escrow Agent and will be uninvested as stated herein.
Upon receipt of Investor Funds, the duties and obligations of each
of the parties to this Agreement will commence. During the term of
this Agreement, the Company or its agents shall cause all checks
received by and made payable to it for payment for the Securities
to be endorsed in favor of the Escrow Agent and delivered to the
Escrow Agent for deposit in the Escrow Account.
The
Escrow Agent shall have no duty to make any disbursement,
investment or other use of Investor Funds until and unless it has
good and collected funds. If any checks deposited in the Escrow
Account are returned or prove uncollectible after the funds
represented thereby have been released by the Escrow Agent, then
the Company shall promptly reimburse the Escrow Agent for any and
all costs incurred for such, upon request, and the Escrow Agent
shall deliver the returned checks to the Company. The Escrow Agent
shall be under no duty or responsibility to enforce collection of
any check delivered to it hereunder.
2.
Investors. Investors will
be instructed by the Dealer Manager or any soliciting dealers
retained by the Dealer Manager (the "Soliciting Dealers") to remit
the purchase price in the form of checks (hereinafter "instruments
of payment") payable to the order of, or funds wired or in favor
of, "UMB BANK, N.A.” , ESCROW AGENT FOR GK INVESTMENT
PROPERTY HOLDINGS II, LLC" Any checks made payable to a party other
than the Escrow Agent shall be returned to the Dealer Manager or
Soliciting Dealer that submitted the check.
When a Soliciting Dealer's internal supervisory
procedures are conducted at the site at which the Subscription
Agreement and check were initially received by Soliciting Dealer
from an Investor, such Soliciting Dealer shall transmit the
Subscription Agreement to the Processing Agent and Investor Funds
to the Escrow Agent by the end of the next business day following
receipt of the Investor Funds and Subscription Agreement for the
purchase of Securities (which shall set forth, among other things,
the name and address of the Investor, wire instructions for
payment, and the amount subscribed). When, pursuant to such
Soliciting Dealer's internal supervisory procedures, such
Soliciting Dealer's final internal supervisory procedures are
conducted at a different location (the "Final Review
Office"), such Soliciting
Dealer shall transmit the Investor Funds and Subscription Agreement
to the Final Review Office by the end of the next business day
following Soliciting Dealer's receipt of the Subscription Agreement
and check for the purchase of Securities. Completed Subscription
Agreements and checks in payment for the purchase price shall be
remitted to the P.O. Box designated for the receipt of such
agreements and funds, and wires shall be transmitted directly to
the Escrow Account. The Processing Agent will promptly deliver all
monies received in good order from subscribers (or from the Dealer
Manager or Solicitating Dealers transmitting moneys and
subscriptions from subscribers) for the payment of Securities to
the Escrow Agent for deposit in the Escrow Account. If any
Subscription Agreement for the purchase of Securities solicited by
a Soliciting Dealer is rejected by the Processing Agent, the Dealer
Manager, or the Company, then Processing Agent shall return the
Subscription Agreement and if received, the Escrow Agent shall
return the check for the purchase of Securities will be returned
directly to the rejected Investor within ten business days from the
date the Escrow Agent receives written notice of such
rejection. The
Processing Agent shall maintain a written account of each sale,
which account shall set forth, among other things, the following
information: (i) the subscriber’s name and address, (ii) the
subscriber’s social security number, (iii) the number of
Securities purchased by such subscriber, and (iv) the amount paid
by such subscriber for such Securities.
All Investor Funds deposited in the Escrow Account
shall not be subject to any liens or charges by the Company or the
Escrow Agent, or judgments or creditors' claims against the
Company, until and unless released to the Company as hereinafter
provided. The Company understands and agrees that the Company shall
not be entitled to any Investor Funds on deposit in the Escrow
Account and no such funds shall become the property of the Company,
or any other entity except as released to the Company pursuant
to Section 3; provided
the Escrow Agent shall have no obligation to determine if and when
the Company is entitled to Investor Funds on deposit in the Escrow
Account. The Escrow Agent will
not use the information provided to it by the Company for any
purpose other than to fulfill its obligations as Escrow Agent
hereunder. The Company and the Escrow Agent will treat all Investor
information as confidential. Notwithstanding the foregoing, nothing
in this Agreement prohibits, prevents, or limits the Escrow Agent
or its agents, employees or attorneys ("Representatives") from
disclosing any information without notice to or consent of the
Company if the disclosure is made to a supervisory or governmental
authority or a self-regulatory organization in the course of any
examination, inquiry, or audit of the Escrow
Agent.
3. Disbursement of
Funds. The Escrow Agent,
upon receipt of Escrow Release Notices in the form attached hereto
as Exhibit
B, shall disburse any portion
of the Investor Funds held in the Escrow Account to the Company or
such other parties as set forth in the applicable Escrow Release
Notice. The Escrow Agent shall effect such transfer within one
business day from the date the Escrow Agent receives the applicable
Escrow Release Notice; provided the Escrow Agent shall have no
obligation to make disbursements hereunder until after it has
received an executed and valid IRS Form W-9 executed by the party
receiving the disbursement.
4. Term of
Escrow. The
"Termination
Date" shall be the earliest of:
(a) the close of business on ___________, or ___________
if the Offering is extended to such date by the Company and the
Company provides prior written notice of such extension to the
Escrow Agent; (b) the date the Escrow Agent receives written notice
from the Company that all the Securities offered pursuant to the
Offering Document are sold, (c) all funds held in the Escrow
Account are distributed to the Company or to Investors pursuant
to Section
3 and the Company has
informed the Escrow Agent in writing to close the Escrow Account;
(d) the date the Escrow Agent receives written notice from the
Company that it is abandoning the sale of the Securities; and (e)
the date the Escrow Agent receives notice from the Securities and
Exchange Commission or any other federal or state regulatory
authority that a stop or similar order has been issued with respect
to the Offering Document and has remained in effect for at least 20
days. After the Termination Date, the Company and its agents shall
not deposit, and the Escrow Agent shall not accept, any additional
amounts representing payments by prospective Investors. In the
event the Escrow Agent holds funds in the Escrow Account upon the
Termination Date, such funds shall be returned directly to the
Investors. The Company shall cooperate with the Escrow Agent in
providing any information or documentation necessary to return
funds to the Investors.
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5. Duty and Liability of the
Escrow Agent. The sole
duty of the Escrow Agent shall be to receive Investor Funds and
hold them subject to release, in accordance herewith, and the
Escrow Agent shall be under no duty to determine whether the
Company or any Dealer Manager is complying with requirements of
this Agreement, the Offering or applicable securities or other laws
in tendering the Investor Funds to the Escrow Agent. No other
agreement entered into between the parties, or any of them, shall
be considered as adopted or binding, in whole or in part, upon the
Escrow Agent notwithstanding that any such other agreement may be
referred to herein or deposited with the Escrow Agent or the Escrow
Agent may have knowledge thereof, including specifically but
without limitation the Offering Document or any other document
related to the Offering (including the subscription agreement and
exhibits thereto), and the Escrow Agent's rights and
responsibilities shall be governed solely by this Agreement. The
Escrow Agent shall not be responsible for or be required to enforce
any of the terms or conditions of the Offering Document or any
other document related to the Offering (including the subscription
agreement and exhibits thereto) or other agreement between the
Company and any other party. The Escrow Agent may conclusively rely
upon and shall be protected in acting upon any statement,
certificate, notice, request, consent, order or other document
believed by it to be genuine and to have been signed or presented
by the proper party or parties. The Escrow Agent shall have no duty
or liability to verify any such statement, certificate, notice,
request, consent, order or other document, and its sole
responsibility shall be to act only as expressly set forth in this
Agreement. Concurrent with the execution of this Agreement, the
Company and the Dealer Manager shall each deliver to the Escrow
Agent an authorized signers form in the form
of Exhibit
C or Exhibit
C-1 to this Agreement, as
applicable. The Escrow Agent shall be under no obligation to
institute or defend any action, suit or proceeding in connection
with this Agreement unless first indemnified to its satisfaction.
The Escrow Agent may consult counsel of its own choice with respect
to any question arising under this Agreement and the Escrow Agent
shall not be liable for any action taken or omitted in good faith
upon advice of such counsel. The Escrow Agent shall not be liable
for any action taken or omitted by it in good faith except to the
extent that a court of competent jurisdiction determines that the
Escrow Agent's gross negligence or willful misconduct was the
primary cause of loss. The Escrow Agent is acting solely as escrow
agent hereunder and owes no duties, covenants or obligations,
fiduciary or otherwise, to any other person by reason of this
Agreement, except as otherwise stated herein, and no implied
duties, covenants or obligations, fiduciary or otherwise, shall be
read into this Agreement against the Escrow Agent. If any
disagreement between any of the parties to this Agreement, or
between any of them and any other person, including any Investor,
resulting in adverse claims or demands being made in connection
with the matters covered by this Agreement, or if the Escrow Agent
is in doubt as to what action it should take hereunder, the Escrow
Agent may, at its option, refuse to comply with any claims or
demands on it, or refuse to take any other action hereunder, so
long as such disagreement continues or such doubt exists, and in
any such event, the Escrow Agent shall not be or become liable in
any way or to any person for its failure or refusal to act, and the
Escrow Agent shall be entitled to continue so to refrain from
acting until (a) the rights of all interested parties shall have
been fully and finally adjudicated by a court of competent
jurisdiction, or (b) all differences shall have been adjudged and
all doubt resolved by agreement among all of the interested
persons, and the Escrow Agent shall have been notified thereof in
writing signed by all such persons. Notwithstanding the foregoing,
the Escrow Agent may in its discretion obey the order, judgment,
decree or levy of any court, whether with or without jurisdiction
and the Escrow Agent is hereby authorized in its sole discretion to
comply with and obey any such orders, judgments, decrees or levies.
If any controversy should arise with respect to this Agreement the
Escrow Agent shall have the right, at its option, to institute an
interpleader action in any court of competent jurisdiction to
determine the rights of the parties. IN NO EVENT SHALL THE ESCROW
AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT
OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER
(INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW
AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES
AND REGARDLESS OF THE FORM OF ACTION. The parties hereto agree that
the Escrow Agent has no role in the preparation of the Offering
Document (including the subscription agreement and exhibits
thereto) and makes no representations or warranties with respect to
the information contained therein or omitted therefrom. The Escrow
Agent shall have no obligation, duty or liability with respect to
compliance with any federal or state securities, disclosure or tax
laws concerning the Offering Document or any other document related
to the Offering (including the subscription agreement and exhibits
thereto) or the issuance, offering or sale of the Securities. The
Escrow Agent shall have no duty or obligation to monitor the
application and use of the Investor Funds once transferred to the
Company, that being the sole obligation and responsibility of the
Company.
6. Escrow Agent's
Fee. The Escrow Agent
shall be entitled to compensation for its services as stated in the
fee schedule attached hereto as Exhibit
D, which compensation shall be
paid by the Company. The fee agreed upon for the services rendered
hereunder is intended as full compensation for the Escrow Agent's
services as contemplated by this Agreement; provided, however, that
if (a) the conditions for the disbursement of funds under this
Agreement are not fulfilled, (b) the Escrow Agent renders any
material service not contemplated in this Agreement, (c) there is
any assignment of interest in the subject matter of this Agreement,
(d) there is any material modification hereof, e) any material
controversy arises hereunder, or (f) the Escrow Agent is made a
party to any litigation pertaining to this Agreement or the subject
matter hereof, then the Escrow Agent shall be reasonably
compensated for such extraordinary services and reimbursed for all
costs and expenses, including reasonable attorney's fees,
occasioned by any delay, controversy, litigation or event, and the
same shall be recoverable from the Company. The Company's
obligations under this Section
6 shall survive the
resignation or removal of the Escrow Agent and the assignment or
termination of this Agreement.
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7. Investment of Investor
Funds. The Investor Funds
shall be deposited in the Escrow Account in accordance
with Section
1 and held un-invested in
the Escrow Account, which shall be non-interest
bearing.
8.
Notices. All notices,
requests, demands, and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given (a)
on the date of service if served personally on the party to whom
notice is to be given, (b) on the day of transmission if sent by
facsimile/email transmission bearing an authorized signature to the
facsimile number/email address given below, and written
confirmation of receipt is obtained promptly after completion of
transmission, (c) on the day after delivery to Federal Express or
similar overnight courier or the Express Mail service maintained by
the United States Postal Service, or (d) on the fifth day after
mailing, if mailed to the party to whom notice is to be given, by
first class mail, registered or certified, postage prepaid, and
properly addressed, return receipt requested, to the party as
follows:
If to the Company:
GK Investment Property Holdings II, LLC
000 Xxxx Xxxx Xx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
With a copy to:
Xxxxxx Voekler Xxxxxxxxxx & Xxxxx, PLC
0000 X. Xxxx Xx.
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Xx., Esq.
If to the Dealer Manager:
JCC Advisors, LLC
00000 Xxx Xxxxx Xxxxx, Xxxxx 000X
Xxxxxx Xxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
If to the Escrow Agent:
UMB Bank, National Association
Attn: Xxxxxxx Xxxxxxx
Corporate Trust & Escrow Services
000 Xxxxx Xxxx. 12th Floor
Mail Stop: 1011201
Xxxxxx Xxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Email: Xxxxxxx.xxxxxxx@xxx.xxx
Any
party may change its address for purposes of this Section by giving
the other party written notice of the new address in the manner set
forth above.
9. Indemnification of Escrow
Agent. The Company and the
Dealer Manager hereby agree to, jointly and severally, indemnify,
defend and hold harmless the Escrow Agent from and against, any and
all losses, liabilities, costs, damages and expenses, including,
without limitation, reasonable counsel fees and expenses, which the
Escrow Agent may suffer or incur by reason of any action, claim or
proceeding brought against the Escrow Agent arising out of or
relating in any way to this Agreement or any transaction to which
this Agreement relates unless such loss, liability, cost, damage or
expense is finally determined by a court of competent jurisdiction
to have been primarily caused by the gross negligence or willful
misconduct of the Escrow Agent. The terms of this Section shall
survive the termination of this Agreement and the resignation or
removal of the Escrow Agent.
4
10. Successors and
Assigns. Except as
otherwise provided in this Agreement, no party hereto shall assign
this Agreement or any rights or obligations hereunder without the
prior written consent of the other parties hereto and any such
attempted assignment without such prior written consent shall be
void and of no force and effect. This Agreement shall inure to the
benefit of and shall be binding upon the successors and permitted
assigns of the parties hereto. Any corporation or association into
which the Escrow Agent may be converted or merged, or with which it
may be consolidated, or to which it may sell or transfer all or
substantially all of its corporate trust business and assets as a
whole or substantially as a whole, or any corporation or
association resulting from any such conversion, sale, merger,
consolidation or transfer to which the Escrow Agent is a party,
shall be and become the successor Escrow Agent under this Agreement
and shall have and succeed to the rights, powers, duties,
immunities and privileges as its predecessor, without the execution
or filing of any instrument or paper or the performance of any
further act.
11. Governing Law;
Jurisdiction. This
Agreement shall be construed, performed, and enforced in accordance
with, and governed by, the internal laws of the State of Illinois,
without giving effect to the principles of conflicts of laws
thereof.
12.
Severability. If any
provision of this Agreement is declared by any court or other
judicial or administrative body to be null, void, or unenforceable,
said provision shall survive to the extent it is not so declared,
and all of the other provisions of this Agreement shall remain in
full force and effect.
13. Amendments;
Waivers. This Agreement
may be amended or modified, and any of the terms, covenants,
representations, warranties, or conditions hereof may be waived,
only by a written instrument executed by the parties hereto, or in
the case of a waiver, by the party waiving compliance. Any waiver
by any party of any condition, or of the breach of any provision,
term, covenant, representation, or warranty contained in this
Agreement, in any one or more instances, shall not be deemed to be
nor construed as further or continuing waiver of any such
condition, or of the breach of any other provision, term, covenant,
representation, or warranty of this Agreement. The Company and the
Dealer Managers agree that any requested waiver, modification or
amendment of this Agreement shall be consistent with the terms of
the Offering.
14. Entire
Agreement. This Agreement
contains the entire agreement and understanding among the parties
hereto with respect to the escrow contemplated hereby and
supersedes and replaces all prior and contemporaneous agreements
and understandings, oral or written, with regard to such
escrow.
15. Section
Headings. The section
headings in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this
Agreement.
16.
Counterparts. This
Agreement may be executed (including by facsimile transmission)
with counterpart signature pages or in counterparts, each of which
shall be deemed an original, but all of which shall constitute the
same instrument. The parties hereto agree that the transactions
described herein may be conducted and related documents may be
stored by electronic means. Copies, telecopies, facsimilies,
electronic files and other reproductions of original executed
documents shall be deemed to be authentic and valid counterparts of
such original documents for all purposes, including the filing of
any claim, action or suit in the appropriate court of
law.
17.
Resignation. The Escrow
Agent may resign upon 30 days' advance written notice to the
parties hereto. If a successor escrow agent is not appointed by the
Company within the 30-day period following such notice, all
obligations of the Escrow Agent hereunder shall, nevertheless,
cease and terminate, and the Escrow Agent shall return all funds
held by it hereunder directly to the investors. The Company shall
cooperate with the Escrow Agent in providing any information or
documentation necessary to return funds to the
Investors.
18. References to Escrow
Agent. Other than the
Offering Document, any of the other documents related to the
Offering (including the subscription agreement and exhibits
thereto) and any amendments thereof or supplements thereto, no
printed or other matter in any language (including, without
limitation, notices, reports and promotional material) which
mentions the Escrow Agent's name or the rights, powers, or duties
of the Escrow Agent shall be issued by the Company or the Dealer
Manager, or on the Company's or the Dealer Manager's behalf, unless
the Escrow Agent shall first have given its specific written
consent thereto. Notwithstanding the foregoing, any amendment or
supplement to the Offering Document or any other document related
to the Offering (including the subscription agreement and exhibits
thereto) that revises, alters, modifies, changes or adds to the
description of the Escrow Agent or its rights, powers or duties
hereunder shall not be issued by the Company or the Dealer Manager,
or on the Company's or the Dealer Manager's behalf, unless the
Escrow Agent has first given specific written consent
thereto.
19. Tax Matters; Patriot Act
Compliance. The Company
and Dealer Manager shall provide to the Escrow Agent upon the
execution of this Agreement any documentation requested, including
Forms W-9 (or Forms W-8, in the case of non-U.S. Persons), and any
information reasonably requested by the Escrow Agent to comply with
the USA Patriot Act of 2001, as amended from time to
time.
[Signature page follows.]
5
IN WITNESS
WHEREOF, the parties hereto
have caused this Agreement to be executed the date and year first
set forth above.
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GK INVESTMENT PROPERTY HOLDINGS II, LLC
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By:
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Name:
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Title:
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JCC ADVISORS, LLC
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By:
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Name:
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Title:
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UMB BANK, N.A.,
as Escrow Agent
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By:
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Name:
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Title:
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6
EXHIBIT A
COPY OF OFFERING DOCUMENT
[See Attached]
EXHIBIT B
FORM OF ESCROW RELEASE NOTICE
Date:
UMB Bank, National Association
0000 Xxxxx Xxxx. 0xx Xxxxx
Mail Stop: __________________
Xxxxxx Xxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
In accordance with the terms of Section 3 of the Escrow Agreement
(Subscription Proceeds) dated as of _________, 2019 (as the
same may be amended from time to time,
the "Escrow
Agreement"), among GK
Investment Property Holdings II, LLC (the "Company"), JCC Advisors, LLC (the "Dealer
Manager") and UMB Bank,
National Association (the "Escrow
Agent"), the Company and the
Dealer Manager hereby notify the Escrow Agent that all securities
have been sold as required the ________ closing will be held on
___________ for gross proceeds of $_________.
PLEASE DISTRIBUTE FUNDS BY WIRE TRANSFER (or as indicated) AS
FOLLOWS
(wire instructions attached):
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$
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$
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Very truly yours,
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GK INVESTMENT PROPERTY HOLDINGS II, LLC,
as
the Company
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By:
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Name:
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Title:
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JCC ADVISORS, LLC,
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as
the Dealer Manager
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By:
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Name:
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Title:
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EXHIBIT C
CERTIFICATE AS TO AUTHORIZED SIGNATURES
The specimen signatures shown below are the specimen signatures of
the individuals who have been designated as Authorized
Representatives of GK Investment Property Holdings II, LLC and are
authorized to initiate and approve transactions of all types for
the above-mentioned account on behalf of GK Investment Property
Holdings II, LLC.
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Name/Title
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Specimen Signature
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Signature
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Signature
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Signature
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Signature
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EXHIBIT C-1
CERTIFICATE AS TO AUTHORIZED SIGNATURES
The specimen signatures shown below are the specimen signatures of
the individuals who have been designated as Authorized
Representatives of JCC Advisors,
LLC and are authorized to
initiate and approve transactions of all types for the
above-mentioned account on behalf of JCC Advisors,
LLC.
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Name/Title
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Specimen Signature
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Signature
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Signature
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EXHIBIT D
ESCROW FEES AND EXPENSES
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Acceptance Fee
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Draft/Review
document, establish account
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$-
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Annual Fees
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Annual
Escrow Agent
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Transactional Fees
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Acceptance Fee and first year Annual Fee will be payable at the
initiation of the escrow. Thereafter, the Annual Fee will be billed
annually in advance and Transactional Fees will be billed quarterly
in arrears. Other fees and expenses will be billed as
incurred.
Fees specified are for the regular, routine services contemplated
by the Agreement, and any additional or extraordinary services,
including, but not limited to disbursements involving a dispute or
arbitration, or administration while a dispute, controversy or
adverse claim is in existence, will be charged based upon time
required at the then standard hourly rate. In addition to the
specified fees, all reasonable expenses related to the
administration of the Agreement (other than normal overhead
expenses of the regular staff) such as, but not limited to, travel,
telephone, facsimile, supplies, legal fees, accounting fees, etc.,
will be reimbursable.
