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 In the event the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day of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. (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. 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. (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 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-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-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 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-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-“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 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 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. 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 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 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 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. (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 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 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. (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 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 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 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 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. (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 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 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 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 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. (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 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 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 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 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 (the “Cash Disbursement Letter”). (d18) The Escrow Agent shall provide the Fund and UMBFS with a statement months of the assets held and transactions subject renewal period), to terminate this Lease as it pertains to the portion of the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basis. At the Escrow Agent’s requestPremises so proposed by Tenant to be sublet, UMBFS shall provide periodic summaries of Escrow Account activity. or (eiii) 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 approve Tenant's proposal 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 sublet conditional upon Landlord's subsequent written approval of the month. (f) The Fund may from time to time deposit Repurchase Proceeds specific sublease obtained by Tenant and the specific subtenant named therein. If Landlord exercises its option 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 above, then Landlord may, at Landlord's sole cost, construct improvements in the Purchase Proceeds or Repurchase Proceedssubject space and, so long as the Fund or its agents improvements are suitable for general office purposes, Landlord shall have no titleobligation to restore the subject space to its original condition following the termination of the sublease. If Landlord exercises its option described in (iii) above, right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds Tenant shall under no circumstances be available submit to the Fund or its agents or their creditors for payment or reimbursement for liabilities or indebtedness.Landlord for

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 L▇▇▇▇▇ 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 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 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 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 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 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 will establish an escrow account with Company shall purchase from a Holder, pursuant to this Section 11.1, 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 11.1 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 11.1 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 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 11.3(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. On or before 10:00 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 11.1 . 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. Subject to Section 12.2 herein and paragraph 8 of the Subscription Sub-Account Securities, no payment or adjustment shall be made for dividends on the Common Stock the record date for which occurred on or prior to the Fundamental Change Purchase Proceeds specified in Date. If 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 Business Day immediately following the Fundamental Change Purchase Date, then, on and after such date, such Securities shall cease to be outstanding and interest (including Contingent Interest, if any), 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 Contingent Interest, if any), 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 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 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 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. 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 ▇▇▇▇▇▇ 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 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 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 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. (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. 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. Buyer will notify Seller of any Customer claims that a Product is in breach of the Product Warranty within five (a5) The Fund will establish an escrow account business days after receipt of notice thereof. Buyer’s notice shall include a copy of any written materials received from the Customer with the Escrow Agent consisting respect to such claimed breach of four warranty. Within five (45) segregated sub-accountsbusiness days of receipt of Buyer’s notice, 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”) Seller will be deposited into the Subscription Sub-Account. Proceeds from periodic repurchases obligated to inform Buyer in writing whether it agrees that such Product is in breach 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 such warranty 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 requires a cash letter (the “Cash Deposit Letter”) confirming the amount of the Purchase Proceeds so deliveredWarranty Repair. In the event the Fund or UMBFS provides written notice to the Escrow Agent Seller agrees that an underlying purchase order has been revoked such Product is in the form breach of warranty and needs a cash letter Warranty Repair and Buyer discharges Seller’s warranty obligation, then Seller shall pay Buyer, 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 from receipt of such Purchase Reversal Letter in accordance with subparagraph Buyer’s invoice, for the following out-of-pocket costs: (dA) or Paragraph 4) transfer from actual direct shipping costs paid by 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 Buyer with respect to the collection Warranty Repair, (B) direct labor, plus applicable fringe benefit costs actually incurred for the direct labor, and materials costs for Warranty Repairs, and (C) reimbursement of any Purchase Proceeds. (c) On price adjustment made with respect to such Products, as 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 case may be (the “Cash Disbursement LetterReturn Costs”). . Seller shall not be obligated to reimburse Buyer unless Buyer notifies Seller in writing within five (d5) The Escrow Agent shall provide business days after performing the Fund and UMBFS Warranty Repairs 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 basisdocumentation substantiating such costs in reasonable detail. 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 that Seller does not agree that such Product is in breach of the Product Warranty or in the event that the Return Cost per unit exceeds the price paid by such Customer for such Product on a per unit basis, then Seller and Buyer shall endeavor to be made in connection with any money movement hereunderarrive at a mutually-agreeable resolution of such Customer claim, UMBFS shall deliver and if not, proceed pursuant to the Escrow agent a cash letter specifying the corrective action to be takenterms of Section 8.10 hereof. (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. Buyer and Seller sign and seal this Contract including banking coordinates and exchange the signed copy by electronic mail. The electronic signed copy by both Parties is considered legally binding and enforceable and must not be changed. The executed SPA is lodged in their respective banks. Within Ten (a10) The Fund banking days of item 1 above, seller’s bank issue non-operative 2% performance bond and send by SWIFT 799 to Buyer’s bank. Within five (5) banking days, after receipt and positive verification of instruments as per 23.3, the Buyer's Bank places a REVOLVING LETTER OF BANK UNDERTAKING for one-month cargo shipment. THAT ACTIVATES SELLER’S PB Seller nominates vessel: Ship Name, Call Letters, Captain’s Name and a Copy of the Aspatankvoy Sub-Charter Party and shall appoint their local agent to coordinate the legal procedure. Buyer accepts the vessel through vessel agent, Vessel Master will establish an escrow account be advised to proceed to the loading terminal BONNY, Inspectors conduct quality and quantity inspection before and after the actual loading and endorsed by the vessel captain. Seller conduct loading and provide full documentation to the buyer WITHIN 7 banking days, with the Escrow Agent consisting buyer designated as the consignee of four (4) segregated sub-accountsthe cargo. The Seller delivers vessel to the Loading port, and loads the Subscription Sub-Account, vessels; full shipping documents are collated to be presented to the Repurchase Sub-Account, Buyer’s bank. Within 24 banking hours after discharge of crude oil at Buyer’s port of destination and presentation of Seller’s invoice and shipping documents at the Income Sub-Account desk of Buyer’s bank the Buyer pays for the crude oil as per the Final Q & Q Report issued by independent inspector at the port of discharge. Payments are made by SWIFT wire transfer directly to the authorized beneficiary nominated bank accounts 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, commission agents as described stipulated 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. MFPA In the event payment due date falls on a Saturday or a banking holiday other than a Monday, then payment will be effected on the Fund or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked preceding banking day. The Documentary Letter of Credit shall be 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 4agreed between Seller’s and Buyer’ banks. The Escrow Agent SELLER and BUYER each shall have no duty or obligation with respect be responsible for their own bank charges. Any failure from Buyer’s side will be liable to a fine of 2% exactly as the collection of any Purchase Proceeds. (c) On performance bond placed by 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 seller in favour 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 activityseller. (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 (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 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. (a) The Fund will establish an escrow account with In the Escrow Agent consisting event of four (4) segregated sub-accountsany redemption or prepayment pursuant to Section 9.2 or 9.3, the Subscription Sub-Accountwritten direction required thereby shall be provided to the Issuer, the Repurchase Sub-Account, the Income Sub-Account Trustee and the Holdback SubInvestment Manager not later than 14 Business Days (or such shorter period of time as the Trustee and the Investment Manager find reasonably acceptable) prior to the Redemption Date on which such redemption or repayment is to be made (which date shall be designated in such notice). In the event of any redemption or repayment pursuant to Section 9.2 or 9.3, a notice of redemption or repayment shall be given by email transmission or first-Account. Purchase payments periodically received by UMBFS (class mail, postage prepaid, mailed not later than nine Business Days prior to the “Purchase Proceeds”) will be deposited into applicable Redemption Date, to each Holder of Debt, at such Holder’s address in the Subscription Sub-Account. Proceeds from periodic repurchases of Interests by Notes Register or the Fund from its subscribers (“Repurchase Proceeds”) will be deposited into the Repurchase Sub-Account, less an appropriate withholdingLoan Register, as described in the Fund’s then-current Private Placement Memorandum (the “Holdback Amount”)applicable, 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”)Rating Agency. (b) Simultaneously with any deposit All notices of Purchase Proceeds, UMBFS will deliver redemption delivered pursuant to Section 9.4(a) shall state: (i) the Escrow Agent a cash letter applicable Redemption Date; (ii) the “Cash Deposit Letter”) confirming the amount Redemption Prices of the Purchase Proceeds so delivered. In Debt to be redeemed or repaid; (iii) all of the event the Fund Secured Debt that is to be redeemed or UMBFS provides written notice repaid are to the Escrow Agent be redeemed or repaid in full and that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent interest on such Secured Debt shall promptly (but in no event later than the close of business cease to accrue 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 Redemption Date specified in the Purchase Reversal Letter notice; (iv) the place or places where Debt is to UMBFS be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in accordance with Section 7.2; and (v) whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment procedures of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Paragraph 4. The Escrow Agent shall have no duty or obligation with respect to the collection of any Purchase ProceedsSection 7.2. (c) On The Issuer (with the last business day consent of each calendar monththe Investment Manager), UMBFS will deliver a Majority of the Subordinated Notes (in respect of a written direction of a Majority of the Subordinated Notes) or the Investment Manager (in respect of a written direction of the Investment Manager) may withdraw or amend (including to amend the Redemption Date pursuant to the Escrow Agent definition thereof for one or more Classes of Secured Debt) any such notice of an Optional Redemption or Tax Redemption on any day up to the Business Day prior to the proposed Redemption Date. The failure to effect any Optional Redemption or Tax Redemption which is withdrawn by the Issuer in accordance with this Indenture will not constitute an Event of Default. Any withdrawal or amendment of such notice of redemption or repayment will be made by written notice to the Trustee and the Investment Manager. If the Issuer so withdraws any notice of an Optional Redemption or Tax Redemption or are otherwise unable to complete a cash letter instructing redemption or repayment of the Escrow Agent Debt pursuant to disburse Section 9.2 or Section 9.3, and do not amend such notice, the Purchase ProceedsIssuer will comply with all binding agreements, if anyand the proceeds received from the sale of any Collateral Obligations and other Assets sold in contemplation of such redemption or repayment may be reinvested in accordance with the Eligibility Criteria during the Reinvestment Period at the Investment Manager’s sole discretion (on behalf of the Issuer). If the proceeds are not reinvested, or with respect to sales after the Reinvestment Period, the proceeds will be applied as Principal ▇▇▇▇▇▇▇▇ as described in the Priority of Payments on deposit (the “Cash Disbursement Letter”)next Payment Date. (d) The Escrow Agent Notice of redemption or repayment pursuant to Section 9.2 or 9.3 shall provide be given by the Fund Issuer or, upon an Issuer Order, by the Trustee in the name and UMBFS with a statement at the expense of the assets held and transactions Issuer. Failure to give notice of redemption or repayment, or any defect therein, to any Holder of any Debt selected for redemption or repayment shall not impair or affect the validity 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 redemption or repayment of Escrow Account activityany other Debt. (e) The Escrow Agent Unless Refinancing Proceeds are being used to redeem or repay the Secured Debt in whole or in part, upon receipt of a notice of redemption of the Secured Debt pursuant to Section 9.2(a) or Section 9.3, the Investment Manager in its sole discretion shall invest direct the sale or sales (and the manner thereof) of all amounts deposited or part of the Collateral Obligations and other Assets in an amount sufficient that the proceeds from such sale or sales and all other funds available for such purpose in the Escrow Accounts with it hereunder, Collection Account and earnings thereon, if anythe Payment Account will be at least sufficient to pay the Redemption Prices of the Secured Debt (subject, in the UMB Money Market Special Account. All monies must be deposited case of an Optional Redemption, to Section 9.2(e) above and, in the case of a Tax Redemption, to Section 9.3(b) above) and to pay all amounts set forth in clauses (A) (without regard to the Escrow Accounts prior Administrative Expense Cap), (B) and (C) of Section ​ 11.1 (a)(i), as more particularly set forth in Section 9.4(f) below. If such proceeds of such sale and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to 4:00 p.m. CT in order redeem all Secured Debt and 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 turnpay such fees and expenses, the earnings will Secured Debt may not be swept to redeemed. The Investment Manager, in its sole discretion, may effect the Fund’s custody account on the first business day sale or sales of all or any part of the monthCollateral Obligations or other Assets through the direct sale of such Collateral Obligations or other Assets or by participation or other arrangement. (f) The Fund may from time Unless Refinancing Proceeds are being used to time deposit Repurchase Proceeds redeem the Secured Debt in whole or in part, in the Repurchase Sub-Account. On the last business day event of each calendar quarter during which repurchases occurany redemption pursuant to Section 9.2 or 9.3, 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 no Secured Debt may 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. optionally redeemed unless (i) Prior at least three Business Days before the scheduled Redemption Date the Investment Manager shall have furnished to delivery the Trustee evidence, in a form reasonably satisfactory to it or its designated agents the Trustee, that the Investment Manager on behalf of the Purchase Proceeds Issuer has entered into a binding agreement or Repurchase Proceedsagreements with (x) a financial or other institution or institutions or (y) a special purpose entity meeting all the Rating Agency’s then-current bankruptcy-remoteness criteria to purchase (which purchase may be through a participation), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets and/or the Hedge Agreements at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all amounts set forth in clauses (A) (without regard to the Administrative Expense Cap), (B) and (C) of Section 11.1(a)(i) and redeem all of the Classes of Secured Debt on the scheduled Redemption Date at the applicable Redemption Prices (or in the case of any Class of the Secured Debt, such other amount that a Holder of such Secured Debt has elected to receive, in the case of an Optional Redemption or Tax Redemption where a Holder of such Secured Debt has elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holder of such Secured Debt), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Fund Issuer shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) for each Collateral Obligation, the product of its principal balance and its Market Value (expressed as a percentage of the par amount of such Collateral Obligation), shall exceed the sum of (x) the aggregate Redemption Prices (or its agents in the case of any Class of the Secured Debt, such other amount that a Holder of such Secured Debt has elected to receive, in the case of an Optional Redemption or Tax Redemption, where a Holder of any Secured Debt has elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holder of such Secured Debt) of the Secured Debt then Outstanding and (y) all amounts set forth in clauses (A) (regardless of the Administrative Expense Cap), (B) and (C) of Section 11.1(a)(i). Any certification delivered by the Issuer pursuant to this Section 9.4(f) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations, Eligible Investments and/or Hedge Agreements and (2) all calculations required by this Section 9.4(f). Subject to the First Look Right, any Holder of Debt, the Investment Manager or any of the Investment Manager’s Affiliates or accounts managed by it shall have no title, the right, claim, lien or any other interest in the funds held in escrow hereunder, and such funds shall under no circumstances be available subject to the Fund same terms and conditions afforded to other bidders, to bid on Assets to be sold as part of an Optional Redemption or its agents or their creditors for payment or reimbursement for liabilities or indebtednessTax Redemption.

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. 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, or at such earlier date as may be requested 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 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 If Seller delivers a Repo Request to Buyer (with a copy to the Clearing Firm) on or prior to 10:00 a.m. on the Request Date, the Purchase Date in respect of the Transaction will be one Business Day after the Request Date. If Seller delivers a Repo Request to Buyer (with a copy to the Clearing Firm) after 10:00 a.m. on the Request Date, the Purchase Date in respect of the Transaction will be two Business Days after the Request Date. If requested by Seller, Buyer may, in its sole and absolute discretion, designate the Request Date with respect to a proposed Transaction as the Purchase Date, so long as, for the avoidance of doubt, all other terms and conditions in the Agreement are complied with in respect of such proposed Transaction 4.2 Prior to 3:00 p.m. on the Business Day immediately prior to the Purchase Date (or on the Purchase Date if, in respect of such Transaction, the Request Date is the Purchase Date), Buyer shall (a) The Fund will establish an escrow account with confirm to Seller that the Escrow Agent consisting portfolio 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 Securities specified in the Fund’s then-current Private Placement Memorandum (Repo Request meets the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account requirements set out herein and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”). (b) Simultaneously notify Seller of the minimum Market Value (based on the Purchase Price and the applicable Buyer’s Margin Percentage) of the Securities to be delivered by Seller on the Purchase Date. 4.3 Prior to 10:00 a.m. on the Purchase Date, Seller shall notify Buyer that there are sufficient Securities in its account held with any deposit of Purchase Proceeds, UMBFS will deliver the Clearing Firm and which are to be delivered by it in relation to the Escrow Agent a cash letter (proposed Transaction. 4.4 Paragraph 3(a) is amended by deleting the words “Cash Deposit Letterorally or” and “either Buyer or”. 4.5 Paragraph 3(c) confirming the amount of the Purchase Proceeds so delivered. In Agreement shall be deleted and replaced with the event following: “Notwithstanding anything contained in the Fund or UMBFS provides written Agreement, no Transaction shall be a Transaction terminable “on demand”, and the Agreement and Annex I shall be construed accordingly; provided that, subject to Paragraph 11(g) (as amended pursuant to Section 12.3 of Annex I), Seller shall have the right to terminate any Transaction on demand with five Business Days’ prior notice to Buyer (any such termination, an “Early Termination”). On the Escrow Agent that termination date specified in such demand, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 of the Agreement) against the payment by Seller of the Repurchase Price to an underlying purchase order has been revoked account of Buyer.” 4.6 In relation to Paragraph 3(b), Buyer shall deliver each Confirmation in the form of a cash letter (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close Schedule 1 to this Annex I. 4.7 All transfers 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 funds required pursuant to the collection terms of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver Agreement shall be made to the Escrow Agent a cash letter instructing account specified by 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 recipient 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 activityfunds. (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 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 thena two and one-current Private Placement Memorandum half percent (2.5%) 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 ProceedsProceeds other than to receive such proceeds in accordance with this 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”). (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. i. If Sunniva desires to exercise the Liquidity Event Option, Sunniva shall deliver to Cura- Can, within 10 days of receipt of a Liquidity Event Notice, an irrevocable written notice notifying Cura-Can of its exercise of the Liquidity Event Option and setting out the number of Consideration Shares it has elected to surrender (a) The Fund will establish an escrow account the "Option Exercise Notice"), along with the Escrow Agent consisting share certificate representing the Consideration Shares and a duly endorsed stock transfer power of four attorney authorizing the transfer of the Exchanged Shares to Cura-Can (4) segregated sub-accountstogether with the Option Exercise Notice, 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”"Exchange Documents"). ii. Immediately prior to closing of a Liquidity Event (bthe "Liquidity Event Closing"), Cura- Can shall register the surrender of the Exchanged Shares and shall immediately thereafter (but prior to the Liquidity Event Closing) Simultaneously with any deposit cause TCNC to register on its books and records, the transfer of Purchase Proceedsthe TCNC Share Entitlement from Cura-Can's holdings of TCNC Shares to Sunniva. iii. Within 10 Business Days of the Liquidity Event Closing, UMBFS will Cura-Can shall deliver to Sunniva a replacement share certificate representing such number of Cura Shares as is equal to the Escrow Agent a cash letter (number of Consideration Shares less the “Cash Deposit Letter”) confirming the amount number of the Purchase Proceeds so deliveredExchanged Shares. iv. In the event that the Fund or UMBFS provides written notice Liquidity Event is not consummated, Cura-Can shall return the Exchange Documents to Sunniva. v. By delivering the Exchange Documents, Sunniva represents and warrants to Cura-Can that: (A) Sunniva has full right, title and interest in and to the Escrow Agent that an underlying purchase order Exchanged Shares; (B) Sunniva has been revoked in the form of a cash letter corporate power and capacity and has taken all necessary action to surrender such Exchanged Shares as contemplated by this Section 2; and (C) 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 Exchanged Shares are free and clear of any Purchase Proceeds. (c) On and all mortgages, pledges, security interests, options, rights of first refusal, rights of first offer, encumbrances or other adverse claims, restrictions or limitations of any nature whatsoever other than those arising as a result of or under 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 terms of the Purchase Proceeds Agreement 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 indebtednessthis Liquidity Event Option Agreement.

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 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) 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 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 by UMBFS into the Subscription Sub-Account. Proceeds from for periodic repurchases redemptions of Interests Redemption Shares by the Fund from its subscribers Investors (“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 Account, the Holdback 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, or earlier upon instruction from 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, or earlier upon instruction from the Fund, 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. No later than five (5) business days after the --------- execution and delivery of this Amendment by the Institutional Investors, the holders of the Forfeited Shares shall promptly deliver to the Company the certificate or certificates representing such Forfeited Shares, duly endorsed (or accompanied by stock powers duly endorsed) in blank by the registered holders thereof to be held by the Company for transfer and cancellation by the Company in accordance with Sections 6A and 6B. Upon the Effective Time, the Company shall take all actions necessary to (a) The Fund will establish an escrow account execute and deliver to the Executive Investor the Restricted Stock Agreement, with the Escrow Agent consisting of four (4) segregated sub-accountsall blanks appropriately completed, 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 retire the Forfeited Shares and cause such shares to resume the status of Purchase Proceedsauthorized but unissued shares, UMBFS will deliver to (c) promptly cancel the Escrow Agent a cash letter (certificate(s) representing 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 Forfeited Shares and (d) or Paragraph 4issue to (i) transfer from the Subscription Sub-Account Executive Investors a certificate representing the Purchase Proceeds specified in the Purchase Reversal Letter number of shares of Restricted Stock pursuant to UMBFS 6A(i) and in accordance with the payment procedures in Paragraph 4Restricted Stock Agreement and (ii) the New Capital Investor a certificate, bearing the appropriate legends, representing the number of shares of Unrestricted Class A Common pursuant to Section 6B(ii)." 2. Shares Available for Issuance Under the Company's Equity Incentive ------------------------------------------------------------------ Plans. The Escrow Agent shall have no duty or obligation with respect Institutional Investors each hereby acknowledge that the agreement ----- by the Company to adopt the Company's 1998 Equity and Performance Incentive Plan (the "Equity Plan") and 1998 Equity Plan for Non-Employee Directors (the "Director Plan") in substantially the forms attached hereto as Exhibit B and --------- Exhibit C, respectively, and concurrently therewith to adopt certain amendments --------- 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 Company's 1997 Nonqualified Stock Option Plan (the “Cash Disbursement Letter”). (d"1997 Plan Amendment") The Escrow Agent shall provide in substantially the Fund and UMBFS with form attached hereto as Exhibit D, constitutes a statement material --------- portion of the assets held and transactions consideration for the execution of this Amendment by the Escrow Accounts on a monthly basis and shall provide electronic access on a daily basisExecutive Investors. 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 Institutional Investors each hereby further acknowledge 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 turnby executing this Amendment, the earnings will be swept Institutional Investors each agree to do all things necessary or appropriate to cause such Plans and 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 1997 Plan Amendment to be made adopted in connection accordance with any money movement hereunder, UMBFS shall deliver to the Escrow agent a cash letter specifying the corrective action to be takenthis Section 2. (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 Lender shall be entitled to disburse Loan proceeds for interest, fees and other amounts due to Lender under the Loan to the extent that cash flow from the Project is insufficient to pay the same, as evidenced to the satisfaction of Lender. Lender may make up to one (1) additional disbursement of Loan proceeds per month pursuant to Borrower’s Disbursement Request in the form attached hereto as Exhibit 6.1, if approved by Lender. Upon receipt of a Disbursement Request, Lender shall cause an escrow account inspection to be made by the Inspecting Architect (if said inspection has not already been scheduled or completed prior to Lender’s receipt of the Disbursement Request) of the progress of construction with respect to the costs of construction. If Lender reasonably determines that construction is proceeding substantially in accordance with the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account Plans 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 otherwise in the Fundmanner required by this Agreement and that all conditions to such disbursement shall have been fulfilled, Lender shall make the disbursement in the manner specified in paragraph (b) of this Section 6.1 below and shall make such disbursement within ten (10) Business Days after Lender’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 receipt of a duly completed Disbursement Request and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”)those items specified in Section 6.1(c) below. (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 paragraph (d) of this Section 6.1, all disbursements will be made, at Lender’s option, into the Project Account, or Paragraph 4advanced 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 shall pay, upon being billed therefor, Lender’s standard charges for account maintenance and wiring of funds. All Loan proceeds will be considered to have been advanced to and received by Borrower upon, and interest on the Loan proceeds will be payable by Borrower from and after, the deposit or advance of the Loan proceeds as aforesaid or the charge against the 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 of the last business day Loan proceeds, Borrower shall furnish or cause to be furnished to Lender the following documents covering each Disbursement Request, in form and substance satisfactory to Lender: (i) The form of each calendar monthBorrower’s Disbursement Request, UMBFS will deliver together with an itemized disbursement request summary. Without limiting the foregoing, in connection with any Disbursement Request, Borrower shall submit copies of signed and notarized applications for payment similar to AIA Forms G702/703 for the Contractor (“Applications for Payment”), copies of subcontractor invoices or Applications for Payment for costs included in such Disbursement Request and invoices for all soft costs included in such Disbursement Request. Invoices submitted with all Disbursement Requests except the first Disbursement Request shall 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 (which shall be unconditional with respect to disbursements for which payment has been received and conditioned only on payment of the amount in the pending Disbursement Request with respect to disbursements for which payment is pending) , in form and substance satisfactory to Lender, from the Contractor covering the pending disbursement and from all subcontractors, covering all disbursements within sixty (60) days of the pending disbursement; (iii) 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 or Developer; (iv) Upon request by Lender or the Inspecting Architect, copies of Major Subcontracts not previously furnished; (v) An up to date rent roll for the Project listing all executed Leases for the Project; (vi) Such other documentation as may be required by the title insurer to issue a cash letter instructing date down endorsement to Lender’s title policy in the Escrow Agent form attached hereto as Schedule 6.1 covering the amount of the requested disbursement; (vii) If any significant dispute arises between Borrower and Contractor, a written summary of the nature of such dispute; and (viii) Such other information that Lender may reasonably require to disburse verify information contained in the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”)Request. (d) The Escrow Agent shall provide Notwithstanding the Fund provisions of subsection (c) of this Section 6.1, Lender may elect, without obtaining authorization by Borrower, 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 this Agreement. 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 advances of 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 Loan proceeds shall be transferred on evidenced by the first business day of each month to Note and secured 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 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. 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. 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 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 Administrative Agent by no event later than the close of business 5:00 p.m. New York time on the day Discounted Prepayment Response Date. Except in the case of receipt 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 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 LetterSubmitted Amount”). (d) 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 LetterTiered 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. (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 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 (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 following procedures shall apply to all sales of Commodities: a. When a sale of Commodities is made by Statia to anyone of the Statia Customers, Statia shall place a purchase order 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”Order"), if applicable. Any Holdback Amount will be deposited into in which Purchase Order Statia shall set forth the Holdback Sub-Account composition and volume of the Commodities it wants to purchase from, and have delivered by ********** at the Terminal from **********'s Segregated Storage (as defined under the Subscription Sub-Account, the Repurchase Sub-Account and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”Storage Agreement). (b) Simultaneously with any deposit b. In the even ********** accepts the sale of Purchase Proceedsthe Commodities proposed by Statia, UMBFS will deliver to the Escrow Agent a cash letter (the “Cash Deposit Letter”) confirming the amount then, upon receipt of the Purchase Proceeds so deliveredOrder, ********** will issue a confirmation (the "Confirmation/Release"), in which it will declare its acceptance of the sale and authorize Statia to remove from **********'s Segregated Storage located at the Terminal, the composition and volume of the Commodities requested by Statia. In The Purchase Order and the Confirmation/Release shall become a Commodity Sale Agreement, which agreement shall regulate the transfer of property and title over the Commodities made by ********** to Statia under this Agreement. A model Confirmation/Release and General Conditions for Commodity Sale Agreement are incorporated herein as Exhibit F. c. When actual delivery of the Bunker Commodities is made by Statia to the Statia Customers, Statia shall issue the corresponding bunker delivery receipt (the "Receipt") and bunker invoice (the "Bunker Invoice"), based on the composition and volume of the Bunker Commodities actually delivered and the price to be paid by the Statia Customer for such sale. Statia shall forward to ********** copies of the Receipt and the Bunker Invoice. d. Upon receipt of a copy of the Receipt, ********** shall issue an invoice to Statia (the "Invoice"), setting forth the amounts payable by Statia to **********, which amounts shall be calculated in accordance to the provisions of Section 5.a hereof. e. A monthly reconciliation of Statia's records of **********'s inventory as well as a recapitulation of all monthly activity will be prepared by Statia for ********** (the "Reconciliation"). Annually during the Term of this Agreement, the inventory as reflected on Statia's records will be confirmed by a physical inventory (the "Inventory Confirmation"), and, if necessary, an appropriate adjustment will be made. Both the Reconciliation and Inventory Confirmation shall be based on a report made by an independent inspection company, which report shall be obtained at Statia's sole expense. The first Inventory Confirmation shall be made twelve (12) calendar months after the starting date of this Agreement unless in the event the Fund or UMBFS provides written notice to the Escrow Agent that of an underlying purchase order has been revoked Advance Termination as provided for under Section 10.a hereto, in the form of a cash letter (the “Purchase Reversal Letter”)which event, the Escrow Agent shall promptly appropriate adjustment will be made within thirty (but in no event later than 30) days after such termination. Notwithstanding 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 above, ********** shall have the right to request from Statia information regarding inventories of the Commodities. It is expressly understood between the Parties that this Agreement, including the provisions of the Commodity Sale Agreement referred to under Section 8-b hereof, regulates the sale of Commodities by ********** to Statia, therefore, ********** assume no duty obligations or obligation liabilities whatsoever with respect to the collection sale of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver Bunker Commodities made by Statia to the Escrow Agent a cash letter instructing the Escrow Agent Statia Customers. Any rights and obligations arising from said sales are entirely independent from and, except as specifically established under Section 5.b hereof, shall not be affected by any sales of Commodities as Bunker Commodities which may be made by Statia 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 Statia Customers after having acquired title 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 monthCommodities from **********. (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 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 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 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 Loans (it being understood that different Discount Price Ranges may be offered with respect to different tranches of 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 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 Loans held by such ▇▇▇▇▇▇, 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 Loans of the applicable tranche held by such Lender at which such ▇▇▇▇▇▇ 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 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. Not later than thirty (a30) days following the Effective Date, Seller shall determine the Final Working Capital. The Fund will establish an escrow account with Final Receivables Balance and Final Assumed Payables Balance shall mean the Escrow Agent consisting of four (4) segregated sub-accounts, the Subscription Sub-Account, the Repurchase Sub-Account, the Income Sub-Account Closing Receivables Balance 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-AccountAssumed Payables Closing Balance, less an appropriate withholdingrespectively, 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 adjusted for any deposit of Purchase Proceeds, UMBFS will deliver actual changes 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 Receivables Balance and Assumed Payables Balance 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 occurs after the close of business on the day Effective Date, and is consistent with generally accepted accounting principals, consistently applied ("GAAP"). The Final Inventory shall be based upon the actual physical inventory of the Inventory conducted by Seller and Buyer, or their respective representatives, as of the close of business on the Effective Date. Seller shall deliver its determination of Final Working Capital, along with the description of any adjustments from the Closing Working Capital, consistent with the requirements of this Section 1.5(b) (the "Preliminary Working Capital Statement"). Thereafter, Buyer shall have fifteen (15) days from receipt of such Purchase Reversal Letter in accordance with subparagraph the Preliminary Working Capital Statement to notify Seller if Buyer disputes the Preliminary Working Capital Statement, its calculation of Final Working Capital and the basis therefor (dthe "Dispute Notice"). If Seller has not received the Dispute Notice within the fifteen (15) or Paragraph 4) transfer from day time period, the Subscription Sub-Account the Purchase Proceeds specified Final Working Capital stated in the Purchase Reversal Letter Preliminary Working Capital Statement shall become the Final Working Capital. If, on the other hand, Seller has received the Dispute Notice within the required fifteen (15) day period, then Buyer and Seller shall attempt to UMBFS resolve the dispute, and if they are unsuccessful in accordance resolving the dispute within ten (10) days following receipt of the Dispute Notice, they shall mutually agree upon an independent accounting firm to resolve the dispute. If Buyer and Seller cannot agree on an independent accounting firm, Ernst & Young LLP, on behalf of Seller, and BDO ▇▇▇▇▇▇▇, on behalf of Buyer, shall select a firm of independent accountants of nationally recognized standing reasonably satisfactory to Buyer and Seller (which shall not have any material relationship with Buyer or Seller), whose determination of Final Working Capital shall be final and binding on the payment procedures in Paragraph 4parties. 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 cost 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 independent accounting firm 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 monthborne equally by Buyer and Seller. (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 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. (a) The Fund will establish Company shall purchase from a Holder, pursuant to this Section 10.01, Notes if the principal amount of such Notes is $1,000 or an escrow account with integral multiple of $1,000 if so requested by such Holder. Any purchase by the Escrow Agent consisting Company contemplated pursuant to the provisions of four (4) segregated sub-accounts, this Section 10.01 shall be consummated by the Subscription Sub-Account, delivery of the Repurchase Sub-Account, the Income Sub-Account and the Holdback Sub-Account. Termination of Trading Purchase payments periodically Price to be received by UMBFS (the “Holder promptly following the later of the Termination of Trading 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 contrary, any Holder delivering to the Paying Agent the Termination of Trading Notice contemplated by this Section 10.01 shall have the right at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding to the Termination of Trading Purchase Date to withdraw such Termination of Trading Notice (in whole or in part) by delivery of 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 of withdrawal to the Escrow Paying Agent that an underlying purchase order has been revoked in the form of a cash letter (the “Purchase Reversal Letter”accordance with Section 10.03(b), the Escrow . The Paying Agent shall promptly notify the Company of the receipt by it of any Termination of Trading Notice or written notice of withdrawal thereof. At or before 11:00 a.m. (but in no event later than the close of business New York City time) on the day Termination of receipt Trading Purchase Date, the Company shall deposit with the Paying Agent (or if 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 Termination of Trading Purchase Price of the Notes to be purchased pursuant to this Section 10.01. Payment by the Paying Agent of the Termination of Trading Purchase Price for such Notes shall be made promptly following the later of the Termination of Trading Purchase Date or 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 First Supplemental Indenture, cash sufficient to pay the Termination of Trading Purchase Price of such Notes on the Termination of Trading 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 Termination of Trading Purchase Price and previously accrued and unpaid interest, upon delivery or transfer of the Notes). 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 Termination of Trading 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 Trustee. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to Section 10.01 if an Event of Default has occurred and is continuing (other than an Event of Default that is cured by the payment of the Termination of Trading 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”Price). (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. 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. (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 holding Term Loans 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 -101- 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 -102- 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 For each Development Project that Syntroleum intends to pursue and develop, Syntroleum shall deliver to Tyson a Project Proposal for such Development Project and will establish offer Tyson the right to have 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 Equity Participation in the Fund’s then-current Private Placement Memorandum (Development Project subject to the “Holdback Amount”), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account terms and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”)conditions contained herein. (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver Syntroleum shall give Tyson at least thirty (30) days prior written notice before delivering a Project Proposal for a Development Project to the Escrow Agent Tyson (each a cash letter (the “Cash Deposit LetterPre-Notification”) confirming setting forth the amount name, location, principal participants and general description of the Purchase Proceeds so deliveredsuch Development Project. In the event the Fund or UMBFS provides written notice response to the Escrow Agent that an underlying purchase order has been revoked in the form of a cash letter each Pre-Notification delivered hereunder, Tyson shall notify Syntroleum within ten (the “Purchase Reversal Letter”), the Escrow Agent shall promptly (but in no event later than the close of business on the day 10) days of receipt of such Purchase Reversal Letter the Pre-Notification whether Tyson is an equity or revenue sharing participant in accordance with subparagraph an existing third party Development Project located within the lesser of (di) or Paragraph 4the same country and (ii) transfer from two hundred and fifty (250) miles of the Subscription Sub-Account the Purchase Proceeds Development Project specified in the Purchase Reversal Letter to UMBFS Pre-Notification delivered by Syntroleum. If Tyson is an equity or revenue sharing participant in accordance with the payment procedures in Paragraph 4. The Escrow Agent shall any such third party Development Project, Syntroleum will have no duty or obligation with respect to make a Project Proposal to Tyson considering such Development Project and such Development Project shall be excluded from the collection terms of any Purchase Proceedsthis Agreement. (c) On Upon receipt by Tyson of a Project Proposal from Syntroleum, Tyson shall have sixty (60) days from the last business receipt thereof to notify Syntroleum in writing that Tyson either elects to participate in the Development Project that is subject of the Project Proposal or that Tyson declines to participate in such Development Project. If Tyson elects to participate in a Development Project, such election shall also specify the amount of Tyson’s Equity Participation in such Development Project. Failure of Tyson to respond within such sixty (60) day period shall be deemed to be an affirmative election by Tyson to not request an Equity Participation in such Development Project. If Tyson elects not to participate in a Development Project, Syntroleum shall still be obligated to offer Tyson the right to participate in future Development Projects during the term of each calendar month, UMBFS will deliver this Agreement. All costs incurred by Tyson in evaluating whether to the Escrow Agent participate in a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”)Development Project shall be Tyson’s sole obligation and Syntroleum shall have no responsibility therefor. (d) The Escrow Agent shall provide If Tyson elects to have an Equity Participation in a Development Project, Tyson will reimburse Syntroleum for the Fund and UMBFS with a statement portion of the assets held reasonable and transactions documented costs incurred by Syntroleum in its capacity as a holder of an Equity Participation in the Development Project to date, including but not limited to the preparation of the Escrow Accounts on a monthly basis Feasibility Study and shall provide electronic access on a daily basis. At the Escrow AgentProject Proposal, equal to Tyson’s request, UMBFS shall provide periodic summaries pro rata share of Escrow Account activity. (e) The Escrow Agent shall invest all amounts deposited such costs as determined by the portion of such Equity Participation taken by Tyson in the Escrow Accounts with it hereunder, and earnings thereon, if any, in the UMB Money Market Special Account. All monies must be deposited such Development Project as compared 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 monthEquity Participation taken by Syntroleum. (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. (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. 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 Fundsale of Issuer’s then-current Private Placement Memorandum Commercial Paper, an Authorized Person of Issuer will contact a duly authorized employee of Agent and inform Agent of the 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, including, without limitation, rate, discount (the “Holdback Amount”if applicable), if applicable. Any Holdback Amount will be deposited into the Holdback Sub-Account (the Subscription Sub-Account, the Repurchase Sub-Account maturity date and the Holdback Sub-Account shall be referred to collectively as the “Escrow Accounts”)proposed Settlement Date. (b) Simultaneously with any deposit of Purchase Proceeds, UMBFS will deliver Following such advice from Issuer referred to the Escrow Agent a cash letter in subparagraph (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”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 credit Issuer’s Account #▇▇▇▇▇▇▇ with Agent, with credit advice to Issuer, in immediately available funds the Escrow Agent shall promptly (but in no event later than the close total net proceeds 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 ProceedsIssuer’s Commercial Paper. (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 #▇▇▇▇▇▇▇ with Agent, with debit advice to Issuer, for the Fund par amount and UMBFS interest (if applicable) with a statement of the assets held respect to Issuer’s Commercial Paper 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. (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 account 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 clearing accounts as may be necessary or appropriate to time deposit Repurchase Proceeds in carry out 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”)transactions contemplated by this section. (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 one (41) segregated sub-accounts, account: 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 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 Escrow Agent shall invest all Purchase Proceeds in a non-interest-bearing bank account, permitted under Rule 15c2-4 of the last business day Securities Exchange Act of each calendar month1934, as amended. The Escrow Agent shall not invest funds deposited or any earnings or interest derived therefrom in any other investment without the prior written direction or approval from the Fund. (d) Upon direction from 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”). (de) The Escrow Agent shall provide the Fund and UMBFS with a statement of the assets held in, and transactions of of, the Escrow Accounts on a monthly basis as requested 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. (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 No less than thirty (30) days prior to the Escrow Agent consisting of four (4) segregated sub-accountsanticipated Final Completion Date for a Project, the Subscription Sub-AccountCompany shall deliver notice of the anticipated Final Completion Date for such Project to the Disbursement Agent, the Repurchase Sub-AccountConstruction Consultant, the Income Sub-Account Project Architects and the Holdback Sub-AccountFunding Agents. 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-AccountThereafter, 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-Accountorder to cause Final Completion for such Project to occur, the Repurchase Sub-Account Company shall deliver to the Construction Consultant, the Disbursement Agent and each Funding Agent the Holdback Sub-Account shall be referred Company’s Final Completion Certificate relating to collectively as such Project, appropriately completed and duly executed by a Responsible Officer of the “Escrow Accounts”)Company together with all attachments thereto. (b) Simultaneously with any deposit of Purchase ProceedsThe Disbursement Agent shall, UMBFS will deliver to and shall instruct the Escrow Agent a cash letter (Construction Consultant to, review the “Cash Deposit Letter”) confirming Company’s Final Completion Certificate for the amount of the Purchase Proceeds so deliveredapplicable Project. In the event that the Fund Disbursement Agent or UMBFS provides written notice to the Escrow Agent that an underlying purchase order has been revoked Construction Consultant discovers any errors in the form of a cash letter (Company’s Final Completion Certificate, they shall request that the “Purchase Reversal Letter”), Company revise and resubmit the Escrow certificate. The Disbursement Agent shall promptly instruct the Construction Consultant to, within ten (but in no event later than the close of business on the day of 10) Banking Days after its receipt of such Purchase Reversal Letter in accordance with subparagraph (d) or Paragraph 4) transfer from the Subscription Sub-Account Company’s Final Completion Certificate for each Project, deliver to the Purchase Proceeds specified in Disbursement Agent, the Purchase Reversal Letter to UMBFS in accordance with Bank Agent, the payment procedures in Paragraph 4. The Escrow Agent shall have no duty or obligation 2014 Notes Indenture Trustee and the Company, the Construction Consultant’s Final Completion Certificate with respect to such Project approving or disapproving the collection of any Purchase ProceedsCompany’s Final Completion Certificate. If the Construction Consultant disapproves the Company’s Final Completion Certificate, the Disbursement Agent shall instruct the Construction Consultant to provide the Company, in reasonable detail, its reason(s) for such disapproval. (c) On Within five (5) Banking Days after receipt by the last business day Disbursement Agent of the Construction Consultant’s Final Completion Certificate approving the Company’s Final Completion Certificate for the applicable Project, the Disbursement Agent shall, subject to its reasonable determination that each calendar monthof the conditions to Final Completion of such Project has been satisfied, UMBFS will deliver countersign the Company’s Final Completion Certificate for such Project and forward the same to the Escrow Agent a cash letter instructing Bank Agent, the Escrow Agent 2014 Notes Indenture Trustee and the Company. The Final Completion Date for the applicable Project shall be deemed 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 occur on the Escrow Accounts shall be transferred on date the first business day of each month to Disbursement Agent countersigns the Income Sub-Account. In turn, the earnings will be swept to the FundCompany’s custody account on the first business day of the monthFinal Completion Certificate for such Project. (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 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) Within sixty (60) days after the Closing, Seller shall deliver to Buyer a statement, detailing, as of the Closing Date, (A) the Net Receipts or Net Disbursements, as applicable, (B) the Vacation Accrual Adjustment, and (C) the amount of Broker Loans at the Closing Time, such statement to contain the basis for, and calculation of, each of such items (the "Adjustment Statement"). The Fund will establish an escrow account Adjustment Statement shall include the report of Seller's auditors with respect to such items, and all related work papers. Within thirty (30) days after receipt of the Escrow Agent consisting Adjustment Statement, if Buyer disputes the calculation of four any such item, Buyer shall deliver to Seller a written statement describing the objections of Buyer, which objections shall set forth Buyer's basis for dispute in reasonable detail. If Buyer does not raise any objections within such thirty (430) segregated sub-accountsday period or if Buyer notifies Seller in writing that Buyer accepts Seller's determination of such items, Seller's determination of the Net Receipts or Net Disbursements, as applicable, the Subscription Sub-AccountVacation Accrual Adjustment and Broker Loans shall become final and binding upon the parties. If Buyer raises objections to Seller's determination as provided above, the Repurchase Sub-Accountthen Buyer and Seller shall attempt in good faith to resolve such dispute. If a final resolution is not obtained within thirty (30) days after Buyer shall have submitted its objections to Seller as provided above, 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 such matter shall be referred a Disputed Matter and may be submitted to collectively as the “Escrow Accounts”)arbitration in accordance with Section 2.7. (bii) Simultaneously with any deposit Within ten (10) days after the determination of Purchase Proceedsthe Net Receipts or Net Disbursements, UMBFS will deliver to as applicable, the Escrow Agent a cash letter (Vacation Accrual Adjustment and Broker Loans becomes final and binding, Buyer shall pay Seller, or Seller shall pay Buyer, as the “Cash Deposit Letter”) confirming case may be, the amount of the Purchase Proceeds so delivered. In difference between the event Cash Payment and the Fund or UMBFS provides written notice to Adjusted Cash Payment, together with interest on such amount at the Escrow Agent that an underlying purchase order has been revoked in rate of seven percent (7%) per annum for the form of a cash letter (period between the “Purchase Reversal Letter”), Closing Time and the Escrow Agent shall promptly (but in no event later than the close of business on the day of receipt date of such Purchase Reversal Letter in accordance with subparagraph (d) payment. If such payment is due from Seller to Buyer and is not made within such 10-day period then, at Buyer's option, Buyer may treat all or Paragraph 4) transfer from the Subscription Sub-Account the Purchase Proceeds specified in the Purchase Reversal Letter to UMBFS in accordance with the any portion of such payment procedures in Paragraph 4. The Escrow Agent shall have no duty as a Commission Payable or obligation apply payments with respect to the collection of any Purchase Proceeds. (c) On the last business day of each calendar month, UMBFS will deliver Contingent Payments otherwise due Seller to the Escrow Agent a cash letter instructing the Escrow Agent to disburse the Purchase Proceeds, if any, on deposit (the “Cash Disbursement Letter”)satisfaction thereof. (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. 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 ▇▇▇▇▇▇’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. (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.