Common use of Notice to California Residents Clause in Contracts

Notice to California Residents. All Certificates of Limited Partnership Interests resulting from any offer and/or sale in California will bear the following legend restricting transfer: "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFORE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. TERMS OF THE OFFERING A maximum of 300,000 Units ($30,000,000) are being offered on a "best efforts" basis, which means no one is guaranteeing that any minimum number of Units will be sold, through selected broker dealers (the "Participating Broker Dealers") who are members of the National Association of Securities Dealers, Inc. ("NASD"), at a price of $100 per Unit. The minimum subscription is twenty (20) Units ($2,000). The General Partners have the option to accept subscriptions for fractional units in excess of the minimum subscription. For purposes of meeting this minimum investment requirement, an investor may cumulate Units he or she purchased individually with those Units purchased by his or her spouse or Units purchased by his or her pension or profit sharing plan, IXX or Kxxxx plan. Purchasers of Units will pay $100 cash for each Unit upon subscription. The Offering will terminate one year from the effective date of this Prospectus, unless the General Partners, in their discretion, terminate the Offering earlier, or unless the General Partners, in their sole discretion, extend the Offering for additional one-year periods. As this is not the Partnership's first offering of Units, all proceeds from the sale of Units will be immediately available to the Partnership for investment and will not be held in an escrow account. Subscriptions received will be deposited into a subscription account at a federally insured commercial bank or other depository selected by the General Partner and invested in short-term certificates of deposit, a money market or other liquid asset account. Prospective investors whose subscriptions are accepted will be admitted into the Partnership only when their subscription funds are required by the Partnership to fund a Mortgage Investment, or the Formation Loan, to create appropriate reserves or to pay organizational expenses or other proper Partnership purposes. During the period prior to admittance of investors as Limited Partners, proceeds of the sale are irrevocable and will be held by the General Partners for the account of the Limited Partner in the subscription account. Investors' funds will be transferred from the subscription account into the Partnership's operating account on a first-in, first-out basis. Upon admission of the Limited Partners to the Partnership, subscription funds will be released to the Partnership and Units will be issued at the rate of $100 per Unit or fraction thereof. Interest earned on subscription funds while in the subscription account will be returned to the subscriber, or if the subscriber elects to compound earnings, the amount equal to such interest will be added to his investment in the Partnership. If a subscriber elects to have such amount added to his investment in the Partnership, the number of Units actually issued shall be increased accordingly. The General Partners and their Affiliates may, in their discretion, purchase Units for their own account. Any Units so purchased will be counted for the purpose of obtaining the required maximum subscriptions and will not be included in reaching the minimum subscriptions. The maximum amount of Units that may be purchased by the General Partners or their Affiliates is 500 Units ($50,000). However, it is not anticipated that such purchases will be made by the General Partners and their Affiliates. Purchases of such Units by the General Partners or their Affiliates will be made for investment purposes only on the same terms, conditions and prices as to unaffiliated parties.

Notice to California Residents. All Certificates of Limited Partnership Interests resulting from any offer and/or sale in California will bear the following legend restricting transfer: "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFORE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. TERMS OF THE OFFERING A maximum of 300,000 Units ($30,000,000) are being offered on a "best efforts" basis, which means no one is guaranteeing that any minimum number of Units will be sold, through selected broker dealers (the "Participating Broker Dealers") who are members of the National Association of Securities Dealers, Inc. ("NASD"), at a price of $100 per Unit. The minimum subscription is twenty (20) Units ($2,000). The General Partners have the option to accept subscriptions for fractional units in excess of the minimum subscription. For purposes of meeting this minimum investment requirement, an investor may cumulate Units he or she purchased individually with those Units purchased by his or her spouse or Units purchased by his or her pension or profit sharing plan, IXX XXX or Kxxxx Xxxxx plan. Purchasers of Units will pay $100 cash for each Unit upon subscription. The Offering will terminate one year from the effective date of this Prospectus, unless the General Partners, in their discretion, terminate the Offering earlier, or unless the General Partners, in their sole discretion, extend the Offering for additional one-year periods. As this is not the Partnership's first offering of Units, all proceeds from the sale of Units will be immediately available to the Partnership for investment and will not be held in an escrow account. Subscriptions received will be deposited into a subscription account at a federally insured commercial bank or other depository selected by the General Partner and invested in short-term certificates of deposit, a money market or other liquid asset account. Prospective investors whose subscriptions are accepted will be admitted into the Partnership only when their subscription funds are required by the Partnership to fund a Mortgage Investment, or the Formation Loan, to create appropriate reserves or to pay organizational expenses or other proper Partnership purposes. During the period prior to admittance of investors as Limited Partners, proceeds of the sale are irrevocable and will be held by the General Partners for the account of the Limited Partner in the subscription account. Investors' funds will be transferred from the subscription account into the Partnership's operating account on a first-in, first-out basis. Upon admission of the Limited Partners to the Partnership, subscription funds will be released to the Partnership and Units will be issued at the rate of $100 per Unit or fraction thereof. Interest earned on subscription funds while in the subscription account will be returned to the subscriber, or if the subscriber elects to compound earnings, the amount equal to such interest will be added to his investment in the Partnership. If a subscriber elects to have such amount added to his investment in the Partnership, the number of Units actually issued shall be increased accordingly. The General Partners and their Affiliates may, in their discretion, purchase Units for their own account. Any Units so purchased will be counted for the purpose of obtaining the required maximum subscriptions and will not be included in reaching the minimum subscriptions. The maximum amount of Units that may be purchased by the General Partners or their Affiliates is 500 Units ($50,000). However, it is not anticipated that such purchases will be made by the General Partners and their Affiliates. Purchases of such Units by the General Partners or their Affiliates will be made for investment purposes only on the same terms, conditions and prices as to unaffiliated parties.