Common use of Disbursement of Escrow Clause in Contracts

Disbursement of Escrow. The Escrow Agent shall hold the Escrow Fund in its possession until authorized hereunder to deliver such Fund or a portion thereof upon the happening of one of the following events: (a) If the Company determines to terminate the Plan and the conversion prior to the effective date of the conversion, it shall give prior written notice of such determination to the Escrow Agent and the Escrow Fund shall be distributed to CMSS (and refunded by CMSS to the subscribers in accordance with the Conversion Agent Agreement). (b) With respect to any subscription which APC has determined to reject or permit the revocation of, the Escrow Agent shall, upon receipt of written notice from APC, distribute the portion of the Escrow Fund attributable to such subscription to CMSS, (which portion shall then be refunded by CMSS to the subscriber who submitted the rejected or revoked subscription). (c) Except as provided in paragraph (e) below, if the effective date of the conversion has occurred and (i) directors and officers of APC and the Company have not subscribed for more than 300,000 shares in total, (ii) no subscriber in the Subscription or Best Efforts Offerings (as defined in the Plan) has subscribed for more than shares, and (iii) the total number of shares subscribed for the in Subscription and Best Efforts Offerings does not exceed 10,000,000, then the Escrow Fund shall be distributed to APC upon written notice from APC directing the Escrow Agent to make such distribution. (d) If conditions (i) and (ii) described in paragraph (c) above have been satisfied but APC is required to reduce the number of shares subscribed for in accordance with the provisions of the Plan relating to oversubscriptions, then, upon written instruction and notice from APC, (i) that portion of the Escrow Fund relating to the subscriptions which have been rejected pursuant to such reduction shall be distributed to CMSS (and refunded by CMSS to the subscriber(s) whose subscriptions were reduced to the extent of such reduction), and (ii) the remainder of the Escrow Fund shall be distributed to APC. (e) If all of the conditions described in paragraph (c) above have been satisfied but the offering price per share in the Underwritten Offering (as defined in the Plan) is less than the offering price per share in the Subscription and Best Efforts Offerings (as

Disbursement of Escrow. The Escrow Agent shall hold the Escrow Fund in its possession until authorized hereunder to deliver such Fund or a portion thereof upon the happening of one of the following events: (a) If the Company determines to terminate the Plan and the conversion prior to the effective date of the conversion, it shall give prior written notice of such determination to pending receipt by the Escrow Agent of (i) a fully executed original promissory note evidencing the Loan endorsed to Agent as follows: “Pay to the order of W▇▇▇▇▇▇ Business Credit Corporation, a division of W▇▇▇▇▇▇ Bank, N.A.” the (“Note”), (ii) the duplicate original fully executed Mortgage, (iii) duplicate original collateral assignment(s) of leases relating to such Mortgage, (iv) a title insurance policy(ies) as described below, (v) the personal guaranties relating to the Note, (vi) evidence of liability and property/casualty insurance containing a standard mortgagee clause naming MBC and its successors and/or assigns as their interests may appear, (vii) a valuation or appraisal of the subject premises; and (viii) fully executed assignments of items (i) – (vii) to the Agent. Items (i) – (viii) are collectively referred to herein as the “Documents”.1 Upon the issuance of a title insurance policy and endorsement by the Escrow Fund shall be distributed Agent or a title insurance company acceptable to CMSS MBC (and refunded by CMSS i) insuring that the Mortgage securing the Note is a first mortgage of marketable fee simple title to the subscribers in accordance with premises secured under the Conversion Mortgage subject to no tax or payment delinquency and (ii) an endorsement to such title insurance policy insuring Agent Agreementas such first mortgagee (the “Title Policy”). (b) With respect to any subscription which APC has determined to reject or permit the revocation of, the Escrow Agent shall, upon receipt of written notice from APC, distribute the portion of may release the Escrow Fund attributable to MBC in accordance with MBC’s instructions. 1 Subject to such subscription additional requirements as Lender may require from time to CMSS, (which portion shall then be refunded time or as additionally required by CMSS to the subscriber who submitted the rejected or revoked subscription). (c) Except as provided in paragraph (e) below, if the effective date of the conversion has occurred and (i) directors and officers of APC and the Company have not subscribed for more than 300,000 shares in total, (ii) no subscriber in the Subscription or Best Efforts Offerings (as defined in the Plan) has subscribed for more than shares, and (iii) the total number of shares subscribed for the in Subscription and Best Efforts Offerings does not exceed 10,000,000, then the Escrow Fund shall be distributed to APC upon written notice from APC directing Loan Agreement. Within 24 hours after the Escrow Agent has released the Escrow, the Escrow Agent shall send to make Agent by a nationally recognized receipted overnight delivery service the Documents, which in the case of Documents to be filed or recorded, shall be the non-recorded executed duplicate originals thereof (provided that such distribution. (d) If conditions (irecorded Documents shall be properly marked so as to be forwarded directly to Agent) and (ii) described in paragraph (c) above have been satisfied but APC is required to reduce the number of shares subscribed for in accordance with the provisions of the Plan relating to oversubscriptions, then, upon written instruction and notice from APC, (i) that portion of the Escrow Fund relating Title Policy. All such correspondence shall be delivered to the subscriptions which have been rejected pursuant to such reduction shall be distributed to CMSS (and refunded by CMSS to the subscriber(s) whose subscriptions were reduced to the extent Agent at: W▇▇▇▇▇▇ Business Credit Corporation, a division of such reduction)W▇▇▇▇▇▇ Bank, and (ii) the remainder of the Escrow Fund shall be distributed to APCN.A., 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President. (e) If all of the conditions described in paragraph (c) above have been satisfied but the offering price per share in the Underwritten Offering (as defined in the Plan) is less than the offering price per share in the Subscription and Best Efforts Offerings (as

Disbursement of Escrow. The Escrow Agent shall hold the Escrow Fund in its possession until authorized hereunder to deliver such Fund or a portion thereof upon the happening of one of the following events: (a) If the Company determines to terminate the Plan and the conversion prior to the effective date of the conversion, it shall give prior written notice of such determination to pending receipt by the Escrow Agent of (i) a fully executed original promissory note evidencing the Loan endorsed to Agent as follows: “Pay to the order of W▇▇▇▇▇▇ Business Credit Corporation” the (“Note”), (ii) the duplicate original fully executed Mortgage, (iii) duplicate original collateral assignment(s) of leases relating to such Mortgage, (iv) a title insurance policy(ies) as described below, (v) the personal guaranties relating to the Note, (vi) evidence of liability and property/casualty insurance containing a standard mortgagee clause naming MBC and its successors and/or assigns as their interests may appear, (vii) a valuation or appraisal of the subject premises; and (viii) fully executed assignments of items (i) – (vii) to the Agent. Items (i) – (viii) are collectively referred to herein as the “Documents”.1 Upon the issuance of a title insurance policy and endorsement by the Escrow Fund shall be distributed Agent or a title insurance company acceptable to CMSS MBC (and refunded by CMSS i) insuring that the Mortgage securing the Note is a first mortgage of marketable fee simple title to the subscribers in accordance with premises secured under the Conversion Mortgage subject to no tax or payment delinquency and (ii) an endorsement to such title insurance policy insuring Agent Agreementas such first mortgagee (the “Title Policy”). (b) With respect to any subscription which APC has determined to reject or permit the revocation of, the Escrow Agent shall, upon receipt of written notice from APC, distribute the portion of may release the Escrow Fund attributable to MBC in accordance with MBC’s instructions. 1 Subject to such subscription additional requirements as Lender may require from time to CMSS, (which portion shall then be refunded time or as additionally required by CMSS to the subscriber who submitted the rejected or revoked subscription). (c) Except as provided in paragraph (e) below, if the effective date of the conversion has occurred and (i) directors and officers of APC and the Company have not subscribed for more than 300,000 shares in total, (ii) no subscriber in the Subscription or Best Efforts Offerings (as defined in the Plan) has subscribed for more than shares, and (iii) the total number of shares subscribed for the in Subscription and Best Efforts Offerings does not exceed 10,000,000, then the Escrow Fund shall be distributed to APC upon written notice from APC directing Loan Agreement. Within 24 hours after the Escrow Agent has released the Escrow, the Escrow Agent shall send to make Agent by a nationally recognized receipted overnight delivery service the Documents, which in the case of Documents to be filed or recorded, shall be the non-recorded executed duplicate originals thereof (provided that such distribution. (d) If conditions (irecorded Documents shall be properly marked so as to be forwarded directly to Agent) and (ii) described in paragraph (c) above have been satisfied but APC is required to reduce the number of shares subscribed for in accordance with the provisions of the Plan relating to oversubscriptions, then, upon written instruction and notice from APC, (i) that portion of the Escrow Fund relating Title Policy. All such correspondence shall be delivered to the subscriptions which have been rejected pursuant to such reduction shall be distributed to CMSS (and refunded by CMSS to the subscriber(s) whose subscriptions were reduced to the extent of such reduction)Agent at: W▇▇▇▇▇▇ Business Credit Corporation, and (ii) the remainder of the Escrow Fund shall be distributed to APC3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President. (e) If all of the conditions described in paragraph (c) above have been satisfied but the offering price per share in the Underwritten Offering (as defined in the Plan) is less than the offering price per share in the Subscription and Best Efforts Offerings (as