Common use of Subscription Funds Received After Completion of Minimum Offering Clause in Contracts

Subscription Funds Received After Completion of Minimum Offering. Commencing 14 days after the completion of the Minimum Offering, Escrow Agent shall pay to North South by wire transfer the amount of the Escrow Funds equal to the Purchase Price multiplied by the number of Membership Interests purchased after the completion of the Minimum Offering, excluding interest and other income earned on the Escrow Funds, no later than three (3) business days following receipt by the Escrow Agent of the items set forth in Sections 5(a)(i)(2), (3), (4), (5) and (6) above with respect to Subscription Funds received after the completion of the Minimum Offering (with the document set forth in Section 5(a)(i)(2) not subject to a requirement to re-substantiate the sale of the Minimum Offering). At such time that Escrow Agent pays to North South in accordance with the above terms the value of the Escrow Funds equal to the Purchase Price multiplied by the number of Membership Interests purchased after completion of the Minimum Offering, excluding interest and other income earned on such Escrow Funds, Escrow Agent shall deliver to each Subscriber the certificate representing the Membership Interests purchased by such Subscriber. In addition, in order to credit the interest and other income earned on the Escrow Funds toward the final Purchase Price paid by the Subscribers for their Membership Interests, Escrow Agent shall at such time pay by check to each Subscriber such Subscriber's pro rata amount of interest and other income earned on the Escrow Funds represented by such Subscriber's Subscription Funds. Further, if the amount of Subscription Funds paid by any Subscriber and deposited into and remaining in the Escrow Account exceeds the final Purchase Price for the Membership Interests purchased by such Subscriber, Escrow Agent shall include in the amount of the check to such Subscriber the amount by which the Subscription Funds paid by such Subscriber and deposited into and remaining in the Escrow Account exceeds the final Purchase Price. In connection with the receipt of Escrow Funds from Escrow Agent after the completion of the Minimum Offering, North South acknowledges that it is solely obligated and responsible for the application of such released funds to payment of any commissions and referral fees in connection with the sale of the Membership Interests, as disclosed in the prospectus included in the Registration Statement. The foregoing process for Subscription Funds received after the completion of the Minimum Offering may be repeated every 14 days until receipt of the Maximum Offering Notice or the termination or expiration of the offering. Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to North South if Escrow Agent reasonably believes that (i) Subscription Funds in full payment equal to the required Cash Investment based on the Purchase Price for that number of Membership Interests equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, subject to the right of Issuer to consummate the sale of some, but not all, of the Membership Interests (subject to the Minimum Offering condition) or (ii) any of the certifications and opinions set forth in the documents furnished to Escrow Agent are incorrect or incomplete.