Epic Associates 84-III, William C. Griffith, Jr. - Page 120




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             to the limited partners, and the agreement provides that                 
             the general partner would pay interest to EA 84-III on such              
             advances at the rate of 12 percent per annum.                            
                  The 84 partnership agreement provides that cash from                
             operations is to be distributed generally in the following               
             order of priority:  (i) To EPIC to repay any unsecured                   
             advances made by EPIC to the partnership together with                   
             interest; (ii) to the partners in the ratio that the                     
             cumulative cash capital contributions of each partner bear               
             to the cumulative cash capital contributions of the                      
             partners until such amounts equal the partners' cumulative               
             cash capital contributions; (iii) 25 percent to EPIC and 75              
             percent to the limited partners holding the class A, B, C,               
             D, E, and additional class units.                                        
                  The partnership agreement further provides that                     
             cash from sales not associated with a liquidation and/or                 
             financings is to be distributed generally in the following               
             order of priority:  (i) To repay the partnership debt                    
             secured by the property sold or refinanced; (ii) to repay                
             general creditors of the partnership, including EPIC, any                
             advances with interest; (iii) to establish such reserves as              
             the general partner deems necessary; (iv) to the partners                
             in the ratio that the cumulative cash capital contributions              
             of each partner bear to the cumulative cash capital                      






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Last modified: May 25, 2011