Common use of Distribution of Subscription Proceeds Clause in Contracts

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "Distributable Subscription Proceeds" are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 5 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. (a) If the Escrow Agent: (ai) receives proper written notice from an authorized officer of the Managing General Partner and the Dealer-Manager that at least the minimum Subscription Proceeds of $2,000,000 have been received received, deposited with the Escrow Agent and accepted by the Managing General PartnerPartner (a “Distribution of Subscription Proceeds Notice”); and (bii) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription ProceedsProceeds (as defined below); then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Distributable Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account. For purposes of the this Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account Escrow Account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of enough time has passed which would usually be sufficient for Subscription Proceeds paid by check to permit payments to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and drawn. (b) above, Escrow Agent will provide a letter to Following the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distributiondistribution under Section 4(a), any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as promptly after the Subscription Proceeds become Distributable Subscription Proceeds after a 10 one business day period from the date of deposit. (c) The Escrow Agent shall have no duty to make any disbursement, investment or other use of Subscription Proceeds until and unless it has good and collected funds. The In the event that any checks deposited in the Escrow Account are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Managing General Partner shall immediately return to promptly reimburse the Escrow Agent for any Subscription Proceeds distributed and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks directly to the Managing General Partner Investor. The Escrow Agent shall be under no duty or refunded responsibility to an Investor enforce collection of any check delivered to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreementit hereunder.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper signed written Distribution of Subscription Proceeds notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountaccount (“Initial Distribution”). For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 three day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent Agent, upon written request by Escrow Agent, any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. (a) If the Escrow Agent: (ai) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received received, deposited with the Escrow Agent and accepted by the Managing General PartnerPartner (a “Distribution of Subscription Proceeds Notice”); and (bii) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription ProceedsProceeds (as defined below); then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account. For purposes of the this Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account Escrow Account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of enough time has passed which would usually be sufficient for Subscription Proceeds paid by check to permit payments to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and drawn. (b) above, Escrow Agent will provide a letter to Following the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distributiondistribution under Section 4(a), any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as promptly after the Subscription Proceeds become Distributable Subscription Proceeds after a 10 one business day period from the date of deposit. (c) Escrow Agent shall have no duty to make any disbursement, investment or other use of Subscription Proceeds until and unless it has good and collected funds. The In the event that any checks deposited in the Escrow Account are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Managing General Partner shall immediately return to promptly reimburse the Escrow Agent for any Subscription Proceeds distributed and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks directly to the Managing General Partner Investor. The Escrow Agent shall be under no duty or refunded responsibility to an Investor enforce collection of any check delivered to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreementit hereunder.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "Distributable Subscription Proceeds" are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in only to the case of checks only at the time that extent the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and become Distributable Subscription Proceeds after a 10 day period from the date of depositdeposit and (2) by wire transfer. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper signed written notice Distribution of Subscription Proceeds Notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account (“Initial Distribution”). For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account Escrow Account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 three day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distributionInitial Distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent Agent, upon written request by Escrow Agent, any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. (a) If the Escrow Agent: (ai) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received received, deposited with the Escrow Agent and accepted by the Managing General Partner; and (bii) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription ProceedsProceeds (as defined below); then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account. For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account Escrow Account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of enough time has passed which would usually be sufficient for Subscription Proceeds paid by check to permit payments to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and drawn. (b) above, Escrow Agent will provide a letter to Following the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distributiondistribution under Section 4(a), any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as promptly after the Subscription Proceeds become Distributable Subscription Proceeds after a 10 1 business day period from the date of deposit. (c) Escrow Agent shall have no duty to make any disbursement, investment or other use of Subscription Proceeds until and unless it has good and collected funds. The In the event that any checks deposited in the Escrow Account are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Managing General Partner shall immediately return to promptly reimburse the Escrow Agent for any Subscription Proceeds distributed and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks directly to the Managing General Partner Investor. The Escrow Agent shall be under no duty or refunded responsibility to an Investor enforce collection of any check delivered to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this it hereunder. Escrow Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "Distributable Subscription Proceeds" are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in only to the case of checks only at the time that extent the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and become Distributable Subscription Proceeds after a 10 day period from the date of depositdeposit and (2) by wire transfer. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or and/ or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; andand Escrow Agreement (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 5 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. (a) If the Escrow Agent: (ai) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received received, deposited with the Escrow Agent and accepted by the Managing General Partner; and (bii) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription ProceedsProceeds (as defined below); then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account. For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account Escrow Account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of enough time has passed which would usually be sufficient for Subscription Proceeds paid by check to permit payments to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and drawn. (b) above, Escrow Agent will provide a letter to Following the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distributiondistribution under Section 4(a), any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as promptly after the Subscription Proceeds become Distributable Subscription Proceeds after a 10 1 business day period from the date of deposit. (c) Escrow Agent shall have no duty to make any disbursement, investment or other use of Subscription Proceeds until and unless it has good and collected funds. The In the event that any checks deposited in the Escrow Account are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Managing General Partner shall immediately return to promptly reimburse the Escrow Agent for any Subscription Proceeds distributed and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks to the Managing General Partner Partner. The Escrow Agent shall be under no duty or refunded responsibility to an Investor enforce collection of any check delivered to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreementit hereunder.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "Distributable Subscription Proceeds" are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at Escrow Agreement the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; Escrow Agreement then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 5 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. (a) If the Escrow Agent: (ai) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received received, deposited with the Escrow Agent and accepted by the Managing General PartnerPartner (a “Distribution of Subscription Proceeds Notice”); and (bii) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription ProceedsProceeds (as defined below); then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account. For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account Escrow Account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of enough time has passed which would usually be sufficient for Subscription Proceeds paid by check to permit payments to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and drawn. (b) above, Escrow Agent will provide a letter to Following the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distributiondistribution under Section 4(a), any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow accountEscrow Account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as promptly after the Subscription Proceeds become Distributable Subscription Proceeds after a 10 one business day period from the date of deposit. (c) Escrow Agent shall have no duty to make any disbursement, investment or other use of Subscription Proceeds until and unless it has good and collected funds. The In the event that any checks deposited in the Escrow Account are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Managing General Partner shall immediately return to promptly reimburse the Escrow Agent for any Subscription Proceeds distributed and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks directly to the Managing General Partner Investor. The Escrow Agent shall be under no duty or refunded responsibility to an Investor enforce collection of any check delivered to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreementit hereunder.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written The Escrow Agent shall promptly distribute the deposited Subscription Proceeds, excluding any Interest Proceeds as calculated pursuant to Section 8, to the General Partner after receipt by the Escrow Agent of notice from an authorized officer of the Managing General Partner certifying that at least subscriptions for the minimum Subscription Proceeds of $2,000,000 Minimum Offering Amount have been received and accepted by the Managing General Partner; and. Such notice shall state the date on which the initial closing date and release of the deposited Subscription Proceeds and all related Interest Proceeds shall occur. The Escrow Agent shall make such distributions to the General Partner on the initial closing date provided that such notice is received by 3:00 pm EST on a Business Day for the Escrow Agent to process such instructions that Business Day. If any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions or for the Escrow Agent to take action is not a Business Day, then such date shall be the Business Day immediately preceding that date. (b) determines that Subscription Proceeds If subscriptions for at least $2,000,000 are Distributable Subscription Proceeds; then the Minimum Offering Amount have not been received and accepted by March 31, 2011, or if the offering is terminated by the General Partner on any date prior to such date, the General Partner shall notify the Escrow Agent of such event, and the Escrow Agent shall promptly release and distribute to each Subscriber a refund check made payable to such Subscriber in an amount equal to the Managing deposited Subscription Proceeds received from such Subscriber plus their pro rata portion of the Interest Proceeds calculated pursuant to Section 8. (c) If a subscription for Units is rejected by the General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on after the Subscription Proceeds while held by relating to the Escrow Agent in the escrow account. For purposes of the Agreement, "Distributable Subscription Proceeds" are Subscription Proceeds which subscription have been deposited in the escrow account (1) by wire transfer; and (2) by checkEscrow Account, but in the case of checks only at the time that General Partner shall notify the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn rejection, and after a 10 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed distribute to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after Subscriber a 10 day period from the date of deposit. The Managing General Partner shall immediately return refund check made payable to such Subscriber in an amount equal to the Escrow Agent deposited Subscription Funds received from such Subscriber plus any Subscription Interest Proceeds distributed calculated pursuant to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this AgreementSection 8.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Escrow Agreement Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "Distributable Subscription Proceeds" are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are "Distributable Subscription Proceeds" (as defined below); then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Distributable Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the this Agreement, "Distributable Subscription Proceeds" are Subscription Proceeds which have been deposited in the escrow account account: (1) by wire transfer; and or (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have been returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the remaining Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or which are to be refunded to an Investor to the extent that such Subscription Proceeds or which were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 $ have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 $ are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written The Escrow Agent shall promptly distribute the deposited Subscription Proceeds, plus any Interest Proceeds as calculated pursuant to Section 8, to the General Partner after receipt by the Escrow Agent of notice from an authorized officer of the Managing General Partner certifying that at least subscriptions for the minimum Subscription Proceeds of $2,000,000 Minimum Offering Amount have been received and accepted by the Managing General Partner; and. Such notice shall state the date on which the initial closing date and release of the deposited Subscription Proceeds and all related Interest Proceeds shall occur. The Escrow Agent shall make such distributions to the General Partner on the initial closing date. (b) determines that Subscription Proceeds If subscriptions for at least $2,000,000 are Distributable Subscription Proceeds; then the Minimum Offering Amount have not been received and accepted by January 1, 2011, or if the offering is terminated by the General Partner on any date prior to such date, the General Partner shall notify the Escrow Agent of such event, and the Escrow Agent shall promptly release and distribute to each Subscriber a refund check made payable to such Subscriber in an amount equal to the Managing deposited Subscription Proceeds received from such Subscriber plus their pro rata portion of the Interest Proceeds calculated pursuant to Section 8 (c) If a subscription for Units is rejected by the General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on after the Subscription Proceeds while held by relating to the Escrow Agent in the escrow account. For purposes of the Agreement, "Distributable Subscription Proceeds" are Subscription Proceeds which subscription have been deposited in the escrow account (1) by wire transfer; and (2) by checkEscrow Account, but in the case of checks only at the time that General Partner shall notify the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn rejection, and after a 10 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed distribute to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after Subscriber a 10 day period from the date of deposit. The Managing General Partner shall immediately return refund check made payable to such Subscriber in an amount equal to the Escrow Agent deposited Subscription Funds received from such Subscriber plus any Subscription Interest Proceeds distributed calculated pursuant to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this AgreementSection 8.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are “Distributable Subscription Proceeds” (as defined below); then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Distributable Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the this Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account account: (1) by wire transfer; and transfer or (2) by check, but in the case of checks a check only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have been returned unpaid by the bank on which the check was drawn and after a 10 day ten (10) days period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the remaining Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 ten (10) day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or which are to be refunded to an Investor to the extent that such Subscription Proceeds or which were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 $ have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 $ are “Distributable Subscription Proceeds” (as defined below); then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Distributable Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the this Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account account: (1) by wire transfer; and transfer or (2) by check, but in the case of checks a check only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have been returned unpaid by the bank on which the check was drawn and after a 10 day ten (10) days period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received $ and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the remaining Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 ten (10) day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or which are to be refunded to an Investor to the extent that such Subscription Proceeds or which were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 three day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 1,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 1,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "Distributable Subscription Proceeds" are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in only to the case of checks only at the time that extent the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 day period from the date of deposit. After the occurrence of 4(a(2) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceedsby wire transfer. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written The Escrow Agent shall promptly distribute the deposited Subscription Proceeds, including any Interest Proceeds as calculated pursuant to Section 8, to the General Partner after receipt by the Escrow Agent of notice from an authorized officer of the Managing General Partner certifying that at least subscriptions for the minimum Subscription Proceeds of $2,000,000 Minimum Offering Amount have been received and accepted by the Managing General Partner; and. Such notice shall state the date on which the initial closing date and release of the deposited Subscription Proceeds and all related Interest Proceeds shall occur. The Escrow Agent shall make such distributions to the General Partner on the initial closing date provided that such notice is received by 3:00 p.m. ET on a Business Day for the Escrow Agent to process such instructions that Business Day. If any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions or for the Escrow Agent to take action is not a Business Day, then such date shall be the Business Day immediately preceding that date. (b) determines that Subscription Proceeds If subscriptions for at least $2,000,000 are Distributable Subscription Proceeds; then the Minimum Offering Amount have not been received and accepted by ___________, 2014, or if the offering is terminated by the General Partner on any date prior to such date, the General Partner shall notify the Escrow Agent of such event, and the Escrow Agent shall promptly release and distribute to each Subscriber a refund check made payable to such Subscriber in an amount equal to the Managing deposited Subscription Proceeds received from such Subscriber plus their pro rata portion of the Interest Proceeds calculated pursuant to Section 8. (c) If a subscription for Units is rejected by the General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on or duly cancelled by a Subscriber after the Subscription Proceeds while held by relating to the Escrow Agent in the escrow account. For purposes of the Agreement, "Distributable Subscription Proceeds" are Subscription Proceeds which subscription have been deposited in the escrow account (1) by wire transfer; and (2) by checkEscrow Account, but in the case of checks only at the time that General Partner shall notify the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn rejection, and after a 10 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed distribute to the Managing General Partner by Subscriber a refund check made payable to such Subscriber in an amount equal to the Escrow Agent as the deposited Subscription Proceeds become Distributable Subscription received from such Subscriber plus any Interest Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return calculated pursuant to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this AgreementSection 8.

Distribution of Subscription Proceeds. If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; andand Escrow Agreement (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds; then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, "“Distributable Subscription Proceeds" ” are Subscription Proceeds which have been deposited in the escrow account (1) by wire transfer; and (2) by check, but in the case of checks only at the time that the Escrow Agent believes an amount of time has passed which would usually be sufficient for Subscription Proceeds paid by check to have returned unpaid by the bank on which the check was drawn and after a 10 5 day period from the date of deposit. After the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to the Managing General Partner confirming receipt of checks and/or wires representing Subscription Proceeds totaling at least $2,000,000 have been received and the anticipated date the funds will be considered Distributable Subscription Proceeds. After the initial distribution, any remaining Subscription Proceeds, plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account, shall be promptly released and distributed to the Managing General Partner by the Escrow Agent as the Subscription Proceeds become Distributable Subscription Proceeds after a 10 day period from the date of deposit. The Managing General Partner shall immediately return to the Escrow Agent any Subscription Proceeds distributed to the Managing General Partner or refunded to an Investor to the extent that such Subscription Proceeds were paid by a check which is returned or otherwise not collected for any reason prior or subsequent to termination of this Agreement.