Common use of Bank’s Responsibility Clause in Contracts

Bank’s Responsibility. The Bank's sole responsibility shall be for the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended.

Bank’s Responsibility. The Bank's sole responsibility shall be for the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENTThe Bank shall not be liable for any action taken by it in good faith and believed to be authorized or within the rights or powers conferred upon it by this Escrow Agreement or for anything which the Bank may do or refrain from doing in connection herewith unless the Bank is guilty of gross negligence or willful misconduct. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful wilful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended.

Bank’s Responsibility. The Bank's ’s sole responsibility shall be for the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended.

Bank’s Responsibility. The Bank's sole responsibility shall be for the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful misconduct. The Bank is responsible for completing transfers and bill payments on time according to your properly entered and transmitted instructions. However, the Bank will not be liable for completing transfers and bill payments: If, through no fault of ours, you do not have sufficient funds in the account from which a party topayment or transfer is to be made, nor or if the account has been closed, frozen, or is it bound bynot in good standing, nor need it give consideration or if we reverse payment or transfer because of insufficient funds; If any payment or transfer exceeds the credit limit of any account or exceeds the limitations of this Agreement; If you have not properly followed software or Ebanking instructions on how to make a transfer, bill payment, or other transaction; If you have not provided complete, correct, and current instructions, account numbers, Access Codes, or other identifying information so that the Bank can properly credit your account or otherwise complete the transaction; If you do not authorize a Bill Payment soon enough for your payment to be made to the terms payee by the time it is due; If the Bill Payment is timely but the merchant nevertheless does not credit your payment promptly after receipt; If you receive notice from a merchant or provisions ofother institution that any payment or transfer you have made remains unpaid or has not been completed, even though it may and you fail to notify us promptly of that fact; If withdrawals from any of your linked accounts have knowledge ofbeen prohibited by a court order such as a garnishment or other legal process; If your Computer, (i) your software, or Ebanking was not working properly and this problem should have been apparent to you when you attempted to authorize a transfer or bill payment; If you, or anyone you allow, commits fraud or violates any agreement law or undertaking between regulation; If circumstances beyond the Managing General Partner Bank's control prevent making a transfer or payment, despite reasonable precautions that the Bank has taken. Such circumstances include telecommunications outages, postal strikes, delays caused by payees, fires, and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which floods. There may be evidenced or disclosed by this Escrow Agreement or other exceptions to the ProspectusBank's liability as stated in the deposit, line of credit, credit card, and other Bank agreements. In addition, the Bank will not be liable for indirect, special, consequential, economic, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance damages arising out of the Managing General Partner installation, use or any other party with respect to agreements maintenance of Ebanking and/or its related equipment, software, or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amendedonline services.

Bank’s Responsibility. The Bank's ’s sole responsibility shall be for the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE BROKER DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Broker Dealer Manager and subscribers, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended.

Bank’s Responsibility. The Bank's sole responsibility shall be Bank is responsible for the safekeeping of the Escrow Fundscompleting transfers on time according to your properly entered and transmitted instructions. However, the deposit Bank will not be liable for completing transfers: - if, through no fault of ours, you do not have enough available money in the Escrow Funds pursuant account from which a payment or transfer is to Paragraph 2.3 and be made, if the disbursement thereof account has been closed, frozen, or is not in accordance with Paragraph 2.4good standing, 2.5 or 2.10if we reverse payment or transfer because of insufficient funds; - if any transfer exceeds the credit limit of any account or under the Instructions of this Agreement; - if you have not properly followed software or QNB instructions on how to make a transfer or other transaction; - if you have not given the Bank complete, correct, and current instructions, account numbers, Username and Password, or other identifying information so that the bank can properly credit your account or otherwise complete the transaction; - if you receive notice from a merchant or other institution that any payment or transfer you have made remains unpaid or has not been completed, and you fail to notify us promptly of that fact; - if withdrawals from any of your linked accounts have been prohibited by a court order such as a garnishment or other legal process; - if your Mobile device, your software, or the Services was not working properly and this problem should have been apparent to you when you attempted to authorize a transfer; - if you, or anyone you allow, commits fraud or violates any law or regulation; - if circumstances beyond the Bank’s control prevent making a transfer or payment, despite reasonable precautions that the Bank shall not has taken. Such circumstances include telecommunications outages, postal strikes, delays caused by payees, fires, and floods. There may be required other exceptions to take any other action with reference to any matters which might arise the Bank’s liability as stated in connection with the Escrow Funds or this Escrow AgreementAccount Agreements. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. IN ADDITION, THE BANK SHALL WILL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNERINDIRECT, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECTCONSEQUENTIAL, ECONOMIC, OR CONSEQUENTIAL DAMAGESOTHER DAMAGES ARISING OUT OF THE INSTALLATION, USE OR MAINTENANCE OF QNB AND/OR ITS RELATED EQUIPMENT, SOFTWARE, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amendedONLINE SERVICES.

Bank’s Responsibility. The Bank's sole responsibility shall We, or a third party acting as our agent, are responsible for completing funds transfers on time according to your properly entered and transmitted instructions. However, we will not be liable for instance: If, through no fault of ours, you do not have enough money in your account to make the safekeeping transfer. If the money in your account is subject to legal process or other claim restricting such transfer. If the transfer would go over the credit limit on your overdraft line. If you account has been closed or if it has been frozen. If you, or anyone you allow, commits any fraud or violates any law or regulation. If any electronic terminal, telecommunication device or any part of the Escrow Fundselectronic fund transfers system is not working properly. If you have not followed the instructions for using Internet Banking Services. If circumstances beyond our control (such as fire or flood) prevent the transaction, the deposit despite reasonable precautions that we have taken. There may be other exceptions in our Agreement with you. Exclusion of the Escrow Funds pursuant to Paragraph 2.3 Warranties and the disbursement thereof in accordance with Paragraph 2.4Limitation of Liability. THE BANK PROVIDES SERVICES “AS IS” AND “AS AVAILABLE.” THE BANK HAS NOT MADE, 2.5 or 2.10AND DOES NOT MAKE, and the Bank shall AND EXPRESSLY DISCLAIMS ANY REPRESENTATONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS, OR NON-INFRINGEMENT FOR ANY PARTICULAR PURPOSE. YOU EXPRESSLY AGREE THAT USE OF THE INTERNET BANKING SERVICES IS AT YOUR SOLE RISK. At certain times, Services may not be required available due to take any other action with reference to any matters which might arise in connection with system maintenance or circumstances beyond the Escrow Funds or this Escrow AgreementBank’ control. The Bank may act upon will not be liable for failure to provide access or for interruptions in access to the Services due to a system failure, other unforeseen acts or circumstances or a malfunction of Bank’s or your computer equipment or any written instruction system utilized including the browser, internet service provider or other instrument which the Bank in good faith believes to be genuine and what it purports to besoftware. NEITHER THE BANK NOR ANYONE ELSE INVOLVED WITH THE CREATION, DISTRIBUTION, PRODUCTION OR DELIVERY OF SERVICES AVAILABLE ON THE INTERNET BANKING SERVICES SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIALDIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGESCONSEQUENTIAL, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENTPUNITIVE DAMAGES YOU SUFFER. The Bank may consult with counsel This includes loss of its own choice and shall have full and complete authorization and protection for any action taken use, data or suffered by it hereunder in good faith and in accordance with the opinion of such counselprofits, except actions of gross negligence whether or willful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance advised of the Managing General Partner possibility of damage and on any theory of liability resulting from delays, non-deliveries, misdeliveries or service interruptions. You agree to indemnify and hold harmless the Bank, its directors, officers, employees and agents from any other party with respect claims resulting from your use of the Services, which causes damage to agreements you or arrangements with each other or with any other party or partiesanother party. The Bank shall have no responsibility or liability for any diminution in value Use of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest information obtained through the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless of whether such party Internet Banking Services is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amendedat your own risk.

Bank’s Responsibility. The Bank's sole responsibility shall (a) Bank will not be liable to Inventory Partner for complying with instructions from Customer that are received by Bank prior to the safekeeping effective date of this Agreement. (b) Bank will not be liable to Customer for complying with instructions originated by Inventory Partner following the Escrow Fundseffective date of this Agreement, even if Customer notifies Bank that Inventory Partner is not legally entitled to issue instructions, unless Bank takes the deposit action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10competent jurisdiction, and has had a reasonable opportunity to act on the injunction, restraining order or other legal process. (c) This Agreement does not create any obligation of Bank shall except for those expressly set forth herein. In particular, Bank need not be required investigate whether Inventory Partner is entitled under Inventory Partner’s agreements with Customer to take control the account or issue instructions. Bank may rely on any other action and all notices and communications it believes are given by the appropriate party. (d) Bank will not have any liability to Customer or Inventory Partner for claims, losses, liabilities or damages resulting from any failure to comply with reference instructions or delay in complying with instructions if such failure or delay is due to circumstances beyond Bank’s reasonable control. (e) Bank will not have any matters which might arise liability to Customer or Inventory Partner for claims, losses, liabilities or damages suffered or incurred by Customer or Inventory Partner as a result of or in connection with this Agreement except to the Escrow Funds extent such losses, liabilities and damages directly result from Bank’s gross negligence or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The willful misconduct. (f) Bank may consult with legal counsel of its own choice and other experts selected by it and shall have full and complete authorization and protection not be liable for any action taken or suffered omitted to be taken by it hereunder in good faith and in accordance with the opinion advice of such counsel, except actions of gross negligence counsel or willful misconduct. The experts. (g) In no event will Bank is not a party to, nor is it bound by, nor need it give consideration have any liability to the terms Customer or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Inventory Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability herewith for any diminution consequential, special, punitive or indirect loss or damage whether or not any claim for such damages is based on tort or contract or Bank knew or should have known the likelihood of such damages in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amendedcircumstances.

Bank’s Responsibility. The Bank's sole responsibility a. Except for permitting a withdrawal, delivery or payment in violation of ss.sx. 0 or 4, Bank will not be liable to Band for complying with Entitlement Orders from Lakes that are received by Bank before Bank receives a Band Notice of Exclusive Control. b. Bank will not be liable to Lakes for complying with a Band Notice of Exclusive Control or with Entitlement Orders originated by Band after receipt by the Bank of a Band Notice of Exclusive Control, even if Lakes notifies Bank that Band is not legally entitled to issue the Entitlement Order or the Band Notice of Exclusive Control, unless Bank takes the action after it is served with an Award or Order enjoining or prohibiting compliance with an Entitlement Order of the Band, and had a reasonable opportunity to act on the Award or Order. c. Bank shall incur no liability hereunder except for its willful misconduct or gross negligence so long as it shall have acted in good faith. d. In the event that a dispute arises as to the Account, Bank may liquidate the property in the Account and deposit the proceeds thereof with the Clerk of the United States District Court for the Western District of Michigan, Southern Division, and may interplead the parties hereto. Upon so depositing such documents and money and filing its complaint and interpleader, Bank shall be for released from all liability under the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration terms hereof as to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The money so deposited. e. Bank shall have no responsibility for the genuineness or liability for any diminution in value validity of any assets held hereunder which may result from any investments notices, certificate, securities, documents or reinvestment made other things deposited with it and shall be fully protected in acting in accordance with any provision which may written instructions given to it hereunder and reasonably believed by it to have been signed by the proper person, party or parties. Bank can rely conclusively on the opinion of counsel to the Band, or the opinion of its own counsel, as to the expiration of the time for appeal, denial of appeal or finality of an Order; provided that nothing in this Agreement shall waive or impair any claim, if any, of Lakes against counsel issuing such opinion. f. Bank is expressly authorized to comply with and obey any and all Orders and Final Orders relating to the Account, provided that Bank does not distribute property from the Account without the Band's written consent except pursuant to a Final Order; and in case the Bank so obeys or complies with any such Order or Final Order it shall not be contained hereinliable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance. g. Without limiting the provisions of ss. The 7(c) above, the Bank shall be under no not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Bank (including but not limited to invest the deposited funds any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the income generated thereby until it has received unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). h. This Agreement does not create any obligation of Bank except for those expressly set forth in this Agreement. In particular, Bank need not investigate whether Band is entitled under Band's agreements with Lakes to give an Entitlement Order or a Form W-9 or W-8, as applicable, from Band Notice of Exclusive Control. i. The Account shall be maintained in the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless name of whether such party is exempt from reporting or withholding requirements under "Pokagon Collateral Account" on the Internal Revenue Code books of 1986, as amendedthe Bank unless the Band otherwise consents in writing.

Bank’s Responsibility. The Bank's sole responsibility a. Except for permitting a withdrawal, delivery or payment in violation of Sections 4 or 5, Bank will not be liable to Band for complying with Entitlement Orders from Great Lakes that are received by Bank before Bank receives a Band Notice of Exclusive Control. b. Bank will not be liable to Great Lakes for complying with a Band Notice of Exclusive Control or with Entitlement Orders originated by Band after receipt by the Bank of a Band Notice of Exclusive Control, even if Great Lakes notifies Bank that Band is not legally entitled to issue the Entitlement Order or the Band Notice of Exclusive Control, unless Bank takes the action after it is served with an Award or Order enjoining or prohibiting compliance with an Entitlement Order of the Band, and had a reasonable opportunity to act on the Award or Order. c. Bank shall incur no liability hereunder except for its willful misconduct or gross negligence so long as it shall have acted in good faith. d. In the event that a dispute arises as to the Account, Bank may liquidate the property in the Account and deposit the property thereof with the Clerk of the United States District Court for the Western District of Michigan, Southern Division, and may interplead the parties hereto. Upon so depositing such documents and money and filing its complaint and interpleader, Bank shall be for released from all liability under the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration terms hereof as to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The money so deposited. e. Bank shall have no responsibility for the genuineness or liability for any diminution in value validity of any assets held hereunder which may result from any investments notices, certificates, securities, documents or reinvestment made other things deposited with it and shall be fully protected in acting in accordance with any provision which may written instructions given to it hereunder and reasonably believed by it to have been signed by the proper person, party or parties. Bank can rely conclusively on the opinion of counsel to the Band, or the opinion of its own counsel, as to the expiration of the time for appeal, denial of appeal or finality of an Order, provided that nothing in this Agreement shall waive or impair any claim, if any, of Great Lakes against counsel issuing such opinion. f. Bank is expressly authorized to comply with and obey any and all Orders and Final Orders relating to the Account, provided that Bank does not distribute property from the Account without the Band's written consent except pursuant to a Final Order; and in case the Bank so obeys or complies with any such Order or Final Order it shall not be contained herein. The liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance. g. Without limiting the provisions of Section 8 (c) above, the Bank shall be under no not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Bank (including but not limited to invest the deposited funds any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the income generated thereby until it has received unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). h. This Control Agreement does not create any obligation of Bank except for those expressly set forth in this Control Agreement. In particular, Bank need not investigate whether Band is entitled under Band's agreements with Great Lakes to give an Entitlement Order or a Form W-9 or W-8, as applicable, from Band Notice of Exclusive Control. i. The Account shall be maintained in the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless name of whether such party is exempt from reporting or withholding requirements under "Pokagon Collateral Account" on the Internal Revenue Code books of 1986, as amendedthe Bank unless the Band otherwise consents in writing.

Bank’s Responsibility. The Bank's sole responsibility shall be for the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENTThe Bank shall not be liable for any action taken by it in good faith and believed to be authorized or within the rights or powers conferred upon it by this Escrow Agreement or for anything which the Bank may do or refrain from doing in connection herewith unless the Bank is guilty of gross negligence or willful misconduct. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful wilful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to 2 determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended.

Bank’s Responsibility. The Bank's sole responsibility shall be for the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE BROKER DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Broker Dealer Manager and subscribers, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended.

Bank’s Responsibility. The Bank's sole responsibility shall be for the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful misconduct. The Bank is responsible for completing transfers and bill payments on time according to your properly entered and transmitted instructions. However, the Bank will not be liable for completing transfers and bill payments: If, through no fault of ours, you do not have sufficient funds in the account from which a party topayment or transfer is to be made, nor or if the account has been closed, frozen, or is it bound bynot in good standing, nor need it give consideration or if we reverse payment or transfer because of insufficient funds; If any payment or transfer exceeds the credit limit of any account or exceeds the limitations of this Agreement; If you have not properly followed software or Internet Banking instructions on how to make a transfer, bill payment, or other transaction; If you have not provided complete, correct, and current instructions, account numbers, Access Codes, or other identifying information so that the Bank can properly credit your account or otherwise complete the transaction; If you do not authorize a Bill Payment soon enough for your payment to be made to the terms payee by the time it is due; If the Bill Payment is timely but the merchant nevertheless does not credit your payment promptly after receipt; If you receive notice from a merchant or provisions ofother institution that any payment or transfer you have made remains unpaid or has not been completed, even though it may and you fail to notify us promptly of that fact; If withdrawals from any of your linked accounts have knowledge ofbeen prohibited by a court order such as a garnishment or other legal process; If your Computer, (i) your software, or Internet Banking was not working properly and this problem should have been apparent to you when you attempted to authorize a transfer or bill payment; If you, or anyone you allow, commits fraud or violates any agreement law or undertaking between regulation; If circumstances beyond the Managing General Partner Bank's control prevent making a transfer or payment, despite reasonable precautions that the Bank has taken. Such circumstances include telecommunications outages, postal strikes, delays caused by payees, fires, and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which floods. There may be evidenced or disclosed by this Escrow Agreement or other exceptions to the ProspectusBank's liability as stated in the deposit, line of credit, credit card, and other Bank agreements. In addition, the Bank will not be liable for indirect, special, consequential, economic, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance damages arising out of the Managing General Partner installation, use or any other party with respect to agreements maintenance of Internet Banking and/or its related equipment, software, or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amendedonline services.

Bank’s Responsibility. The Bank's sole responsibility shall be for the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENTThe Bank shall not be liable for any action taken by it in good faith and believed to be authorized or within the rights or powers conferred upon it by this Escrow Agreement or for anything which the Bank may do or refrain from doing in connection herewith unless the Bank is guilty of gross negligence or willful misconduct. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful wilful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) 2 any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended.