Common use of Representations and Warranties of the Limited Partners Clause in Contracts

Representations and Warranties of the Limited Partners. As a condition to becoming a Limited Partner of the Partnership, each Limited Partner represents, warrants, and covenants to each Managing General Partner and the Partnership as follows: (a) He will not assign, sell, mortgage, pledge, or otherwise transfer or encumber any of his rights under this Agreement except as expressly permitted under this Agreement and applicable laws; (b) He was granted full and unrestricted access to the Partnership's business premises, offices and properties and its business, partnership and financial books and records as he required, and was permitted to examine the foregoing, to question the Managing General Partner, and to make all other investigations that he considered appropriate to determine or verify the business or condition (financial or otherwise) of the Partnership and to consummate the transactions contemplated by this Agreement; (c) The Partnership furnished him all additional information concerning the Partnership's business and affairs that he requested; (d) He was permitted to ask questions of, and to receive answers from, the Managing General Partner concerning the terms and conditions of an investment in a Limited Partnership Interest, and to obtain all additional information he considered necessary to verify the accuracy of the information received by him from the Managing General Partner, and he understands the risks associated with an investment in the Partnership and that such an investment is highly speculative; (e) Because of his considerable knowledge and experience in financial and business matters in general and securities investments in particular, he is able to evaluate the merits, risks, and other factors bearing on the suitability of a Limited Partnership Interest as an investment; (f) His income and net worth are such that he is not now, and does not contemplate being, required to dispose of any investment in the Partnership to satisfy any existing or expected obligation, and he is otherwise fully able to bear the economic risks of his proposed investment in the Partnership, including the risk of losing all or any part of his investment in the Partnership and the probable inability to sell, transfer, or pledge, or otherwise dispose of an investment in the Partnership for an indefinite period; (g) He is acquiring a Limited Partnership Interest solely for his own account, as principal, for investment purposes and not with a view to or for resale in connection with any distribution or underwriting of any Partnership Interests; (h) He understands that the Limited Partnership Interest that he will purchase has not been and will not be registered under either the Securities Act of 1933 or any state securities law, that he must hold the Limited Partnership Interest indefinitely unless the Partnership Interests are subsequently registered under those laws or transferred in reliance on advice of counsel satisfactory to the Partnership that registration under those laws is not required, and that stop-transfer instructions will be noted in the appropriate records of the Partnership; (i) He understands that the document evidencing a Limited Partnership Interest acquired by him will bear the following legend: These securities have not been registered under either the Securities Act of 1933 or any state securities law and were acquired pursuant to an investment representation by the record owner. These securities are not transferable absent either registration under the Act and every applicable state securities law or advice of counsel satisfactory to the Partnership that registration in not required. Additionally, these securities are subject to certain transfer restrictions set forth in the Limited Partnership Agreement of the Partnership. Reference may be made to the Limited Partnership Agreement for the details of those restrictions. (j) He understands that a legend substantially identical to the one described above will be placed on every new document issued upon a transfer of a Limited Partnership Interest; (k) He shall not sell, transfer, pledge, or otherwise dispose of any part of his Limited Partnership Interest, unless the Partnership Interests are registered under the Securities Act of 1933 and under every applicable state securities law or unless the Partnership is furnished with advice of counsel satisfactory to it that registration under those laws is not required; and (l) He understands that the Partnership does not file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.

Representations and Warranties of the Limited Partners. As a condition to becoming a Limited Partner of the Partnership, each Limited Partner represents, warrants, and covenants to each Managing General Partner and the Partnership as follows: (a) He will not assign, sell, mortgage, pledge, or otherwise transfer or encumber any of his rights under this Agreement except as expressly permitted under this Agreement and applicable laws; (b) He was granted full and unrestricted access to the Partnership's business premises, offices and properties and its business, partnership and financial books and records as he required, and was permitted to examine the foregoing, to question the Managing General Partner, and to make all other investigations that he considered appropriate to determine or verify the business or condition (financial or otherwise) of the Partnership and to consummate the transactions contemplated by this Agreement; (c) The Partnership furnished him all additional information concerning the Partnership's business and affairs that he requested; (d) He was permitted to ask questions of, and to receive answers from, the Managing General Partner concerning the terms and conditions of an investment in a Limited Partnership Interest, and to obtain all additional information he considered necessary to verify the accuracy of the information received by him from the Managing General Partner, and he understands the risks associated with an investment in the Partnership and that such an investment is highly speculative; (e) Because of his considerable knowledge and experience in financial and business matters in general and securities investments in particular, he is able to evaluate the merits, risks, and other factors bearing on the suitability of a Limited Partnership Interest as an investment; (f) His income and net worth are such that he is not now, and does not contemplate being, required to dispose of any investment in the Partnership to satisfy any existing or expected obligation, and he is otherwise fully able to bear the economic risks of his proposed investment in the Partnership, including the risk of losing all or any part of his investment in the Partnership and the probable inability to sell, transfer, or pledge, or otherwise dispose of an investment in the Partnership for an indefinite period; (g) He is acquiring a Limited Partnership Interest solely for his own account, as principal, for investment purposes and not with a view to or for resale in connection with any distribution or underwriting of any Partnership Interests; (h) He understands that the Limited Partnership Interest that he will purchase has not been and will not be registered under either the Securities Act of 1933 or any state securities law, that he must hold the Limited Partnership Interest indefinitely unless the Partnership Interests are subsequently registered under those laws or transferred in reliance on advice of counsel satisfactory to the Partnership that registration under those laws is not required, and that stop-transfer instructions will be noted in the appropriate records of the Partnership; (i) He understands that the document evidencing a Limited Partnership Interest acquired by him will bear the following legend: These securities have not been registered under either the Securities Act of 1933 or any state securities law and were acquired pursuant to an investment representation by the record owner. These securities are not transferable absent either registration under the Act and every applicable state securities law or advice of counsel satisfactory to the Partnership that registration in not required. Additionally, these securities are subject to certain transfer restrictions set forth in the Limited Partnership Agreement of the Partnership. Reference may be made to the Limited Partnership Agreement for the details of those restrictions. (j) He understands that a legend substantially identical to the one described above will be placed on every new document issued upon a transfer of a Limited Partnership Interest; (k) He shall not sell, transfer, pledge, or otherwise dispose of any part of his Limited Partnership Interest, unless the Partnership Interests are registered under the Securities Act of 1933 and under every applicable state securities law or unless the Partnership is furnished with advice of counsel satisfactory to it that registration under those laws is not required; and (l) He understands that the Partnership does not file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.

Representations and Warranties of the Limited Partners. As a condition to becoming a Limited Partner Each of the Partnership, each Limited Partner Partners hereby represents, warrants, warrants and covenants to each Managing General Partner and the Partnership as followsthat: (a) He will not assign, sell, mortgage, pledge, is a sophisticated investor familiar with the types of risks inherent in an investment in the Corporation and has such business or otherwise transfer or encumber any financial experience that he is capable of protecting his rights under this Agreement except as expressly permitted under this Agreement and applicable laws;own interests in connection with an investment in the Corporation. (b) He was granted full has examined, or has had an opportunity to examine before the date hereof, all information concerning the Corporation, the General Partner and unrestricted access to the Partnership's business premises, offices and properties and its business, partnership and financial books and records as he required, and was permitted to examine the foregoingexchange of interests hereunder, to question the Managing General Partner, and to make all other investigations that he considered appropriate to determine or verify the business or condition (financial or otherwise) of the Partnership and to consummate the transactions contemplated by this Agreement; (c) The Partnership furnished him including all additional information concerning the Partnership's business and affairs that which he requested; (d) He was permitted to ask questions of, and to receive answers from, the Managing General Partner concerning the terms and conditions of an investment in a Limited Partnership Interest, and to obtain all additional information he has considered necessary to verify the accuracy of the information received by him so received, and on the basis of such examination is thoroughly familiar with the business and affairs of the Corporation, the General Partner and the Partnership. He has had an opportunity to ask questions of and receive answers from the Managing General Partnerofficers and directors of the Corporation, concerning the terms and conditions of the exchange contemplated hereunder, and he understands the risks associated with an all such questions have been answered to its full satisfaction. (c) He does not intend or anticipate that his investment in the Partnership and that such an investment Corporation be a source of income, is highly speculative; (e) Because of his considerable knowledge and experience in financial and business matters in general and securities investments in particular, he is able to evaluate the merits, risks, and other factors bearing on the suitability of a Limited Partnership Interest as an investment; (f) His income and net worth are such that he is not now, and does not contemplate being, required to dispose of any investment in the Partnership to satisfy any existing or expected obligation, and he is otherwise fully able to bear the substantial economic risks of his proposed the investment in the Partnership, including Corporation being made by him and can afford to retain the risk shares of losing all or any part of his investment in the Partnership and the probable inability to sell, transfer, or pledge, or otherwise dispose of an investment in the Partnership Common Stock for an indefinite period;period of time without realizing any direct or indirect cash return, and at the present time can afford a complete loss of such investment. (gd) He Except as permitted under the Act, he is acquiring a Limited Partnership Interest solely his shares of Common Stock for his own account, as principal, for investment purposes only, and not with a view to the sale or for resale other distribution thereof, in connection with whole or in part. (e) He understands that: (i) the shares of Common Stock are speculative investments and involve a high degree of risk; and (ii) there are substantial restrictions on the transferability of the shares of Common Stock. (f) He understands that the shares of Common Stock have not been registered under the Act in reliance on an exemption thereunder and that the shares of Common Stock have not been approved or disapproved by the United States Securities and Exchange Commission or by any distribution other federal or underwriting state agency. (g) He will not sell, transfer, pledge or otherwise dispose of any Partnership Interests;shares of Common Stock until either of the following events has occurred: (i) he has received an opinion of counsel for the Corporation that registration thereof under the Act is not required; or (ii) a registration statement under the Act covering such shares of Common Stock and the disposition thereof has become effective under the Act. All shares of the Common Stock issued pursuant to this Agreement shall be endorsed with a legend to the foregoing effect, and stop-transfer instructions shall be issued with respect to such shares of Common Stock, as long as such shares of Common Stock are subject to such restrictions on disposition. (h) He understands that the Limited Partnership Interest that he will purchase has not been and will not be registered is an "accredited investor", as defined under either the Securities Act of 1933 or any state securities law, that he must hold the Limited Partnership Interest indefinitely unless the Partnership Interests are subsequently registered under those laws or transferred in reliance on advice of counsel satisfactory Regulation D promulgated pursuant to the Partnership that registration under those laws is not required, and that stop-transfer instructions will be noted in the appropriate records of the Partnership;Act. (i) He understands that owns the document evidencing a Limited limited partnership interest in the Partnership Interest acquired by him will bear assigned, transferred and conveyed hereunder free and clear of any lien, charge or encumbrance of any nature whatsoever and has not granted any rights, options, claims or interests therein to any third party, and he has the following legend: These securities have not been registered under either the Securities Act of 1933 or any state securities law right to assign, transfer and were acquired pursuant convey good and clear title to an investment representation by the record owner. These securities are not transferable absent either registration under the Act and every applicable state securities law or advice of counsel satisfactory such interest to the Partnership that registration in not required. AdditionallyCorporation hereunder, these securities are subject to certain transfer restrictions set forth in the Limited Partnership Agreement free and clear of the Partnership. Reference may be made to the Limited Partnership Agreement for the details of those restrictionsany liens, charges, encumbrances or adverse claims. (j) He understands If a corporation or trust, the officer or trustee executing this Agreement represents and warrants that he is authorized to so sign; that the corporation or trust is authorized by the articles (or certificate) of incorporation and bylaws of the corporation or by the trust agreement, as the case may be, to enter into this Agreement; and, in the case of a legend substantially identical corporation will upon request of the Corporation or counsel to the one described above will be placed on every new document issued upon Corporation, furnish to the Corporation a transfer true and complete copy of the provisions of the articles (or certificate) of incorporation or by-laws, or both, authorizing the Corporation to enter into this Agreement as well as a copy (certified by the secretary or other authority officer) of appropriate corporate resolutions authorizing the exchange hereunder; and in the case of a Limited Partnership Interest;trust, he will, upon request of the Corporation or counsel to the Corporation, furnish to the Corporation a true and correct copy of the provisions of the trust agreement authorizing the trustee to make such exchange. (k) He shall not sellIf a partnership, transferthe partner executing this Agreement represents and warrants that each one of the foregoing representations or agreements or understandings set forth herein applies to each partner; that he is authorized to so sign; upon request of the Corporation or counsel to the Partnership, pledgehe will furnish to the Corporation a true and correct cox xf the provisions of the partnership agreement authorizing the executing partner to enter into this Agreement; in the case of any partner that is a trust, a trustee (or co-trustee) of the trust is authorized by the trust agreement to enter into this Agreement; and in the case of any partner that is a corporation, the corporation will, upon request of the Corporation or counsel to the Partnership, furnish to the Corporation a true and correct copy of the provisions of the articles (or certificate) of incorporation or by-laws, or otherwise dispose both, authorizing the corporation to enter into this Agreement, and a copy (certified by the secretary or other authorized officer) of appropriate corporate resolutions authorizing the exchange hereunder); and in the case of any part partner that is a trust, he will, upon request of his Limited Partnership Interest, unless the Partnership Interests are registered under the Securities Act of 1933 and under every applicable state securities law Corporation or unless the Partnership is furnished with advice of counsel satisfactory to it that registration under those laws is not required; and (l) He understands that the Partnership does not file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act Corporation, furnish to the Corporation a true and correct copy of 1934the provisions of the trust agreement authorizing the trustee to make such exchange.

Representations and Warranties of the Limited Partners. As a condition to becoming a Limited Partner of the Partnership, each Limited Partner represents, warrants, and covenants to each Managing General Partner and the Partnership as follows: (a) He will not assign, sell, mortgage, pledge, or otherwise transfer or encumber any of his rights under this Agreement except as expressly permitted under this Agreement and applicable laws; (b) He was granted full and unrestricted access to the Partnership's business premises, offices and properties and its business, partnership and financial books and records as he required, and was permitted to examine the foregoing, to question the Managing General PartnerPartners, and to make all other investigations that he considered appropriate to determine or verify the business or condition (financial or otherwise) of the Partnership and to consummate the transactions contemplated by this Agreement; (c) The Partnership furnished him all additional information concerning the Partnership's business and affairs that he requested; (d) He was permitted to ask questions of, and to receive answers from, the Managing General Partner Partners concerning the terms and conditions of an investment in a Limited Partnership Interest, and to obtain all additional information he considered necessary to verify the accuracy of the information received by him from the Managing General Partner, and he understands the risks associated with an investment in the Partnership and that such an investment is highly speculative; (e) Because of his considerable knowledge and experience in financial and business matters in general and securities investments in particular, he is able to evaluate the merits, risks, and other factors bearing on the suitability of a Limited Partnership Interest as an investment; (f) His income and net worth are such that he is not now, and does not contemplate being, required to dispose of any investment in the Partnership to satisfy any existing or expected obligation, and he is otherwise fully able to bear the economic risks of his proposed investment in the Partnership, including the risk of losing all or any part of his investment in the Partnership and the probable inability to sell, transfer, or pledge, or otherwise dispose of an investment in the Partnership for an indefinite period; (g) He is acquiring a Limited Partnership Interest solely for his own account, as principal, for investment purposes and not with a view to or for resale in connection with any distribution or underwriting of any Partnership Interests; (h) He understands that the Limited Partnership Interest that he will purchase has not been and will not be registered under either the Securities Act of 1933 or any state securities law, that he must hold the Limited Partnership Interest indefinitely unless the Partnership Interests are subsequently registered under those laws or transferred in reliance on advice of counsel satisfactory to the Partnership that registration under those laws is not required, and that stop-transfer instructions will be noted in the appropriate records of the Partnership; (i) He understands that the document evidencing a Limited Partnership Interest acquired by him will bear the following legend: These securities have not been registered under either the Securities Act of 1933 or any state securities law and were acquired pursuant to an investment representation by the record owner. These securities are not transferable absent either registration under the Act and every applicable state securities law or advice of counsel satisfactory to the Partnership that registration in not required. Additionally, these securities are subject to certain transfer restrictions set forth in the Limited Partnership Agreement of the Partnership. Reference may be made to the Limited Partnership Agreement for the details of those restrictions. (j) He understands that a legend substantially identical to the one described above will be placed on every new document issued upon a transfer of a Limited Partnership Interest; (k) He shall not sell, transfer, pledge, or otherwise dispose of any part of his Limited Partnership Interest, unless the Partnership Interests are registered under the Securities Act of 1933 and under every applicable state securities law or unless the Partnership is furnished with advice of counsel satisfactory to it that registration under those laws is not required; and (l) He understands that the Partnership does not file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.to

Representations and Warranties of the Limited Partners. As a condition (a) Each Limited Partner acknowledges that ASAC and the General Partner are relying upon the exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and upon the truth and accuracy of the following representations by each of the Limited Partners. Each of the Limited Partners hereby represents and warrants, as to becoming itself only as of the date hereof or as of the date that it becomes a Limited Partner of the Partnershiphereunder, each Limited Partner representsthat (i) its Interest in ASAC is being acquired for its own account, warrants, for investment and covenants to each Managing General Partner and the Partnership as follows: (a) He will not assign, sell, mortgage, pledge, or otherwise transfer or encumber any of his rights under this Agreement except as expressly permitted under this Agreement and applicable laws; (b) He was granted full and unrestricted access with a view to the Partnership's business premises, offices distribution or sale thereof; (ii) it is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act) and properties has not been formed and its business, partnership and financial books and records is not being operated for the purpose of making an investment in ASAC; (iii) it is a “qualified purchaser” (as he required, and was permitted to examine the foregoing, to question the Managing General Partner, and to make all other investigations that he considered appropriate to determine or verify the business or condition (financial or otherwisedefined in Section 2(a)(51) of the Partnership Investment Company Act); (iv) it meets any additional or different suitability standards imposed by the state or other jurisdiction of its residence and/or organization; (v) it has been given the opportunity to ask the General Partner questions relating to ASAC and the Corporation and has had access to such financial and other information concerning ASAC and the Corporation as it has considered necessary to make a decision to invest in ASAC and has availed itself of that opportunity to the full extent desired; (vi) it is able (x) to bear the economic risk of its investment in ASAC, (y) to retain its Interest for the full term of ASAC and (z) to afford a full loss of its Capital Contributions and all other amounts which it is required to contribute hereunder; (vii) to its knowledge, there is no default, or circumstance which with the passage of time and/or notice would constitute a default under this Agreement, which would constitute a defense to, or right of offset against such Limited Partner’s obligation to fund its Capital Contributions and, to its knowledge, as of such date, there is no defense to, or right of offset against, its obligation to fund its Capital Contributions; (viii) it understands that its Interest is subject to the restrictions on transferability contained herein including a requirement for the written consent of the General Partner to any such transfer and compliance with the Securities Act and applicable securities laws of any state or other jurisdiction; (ix) it is empowered and authorized to become a Partner in, and authorized to make capital contributions to, ASAC in the manner contemplated herein and it has obtained all authorizations, consents, approvals and clearances of all courts, governmental agencies and authorities and any other Person, if any, required on its part to permit it to enter into this Agreement and to consummate the transactions contemplated herein; (x) this Agreement has been duly executed and delivered by this Agreement; (c) The Partnership furnished him all additional information concerning the Partnership's business or on behalf of such Limited Partner and affairs that he requested; (d) He was permitted to ask questions ofis its legal, valid and to receive answers from, the Managing General Partner concerning the terms and conditions of an investment in a Limited Partnership Interest, and to obtain all additional information he considered necessary to verify the accuracy of the information received by him from the Managing General Partner, and he understands the risks associated with an investment in the Partnership and that such an investment is highly speculative; (e) Because of his considerable knowledge and experience in financial and business matters in general and securities investments in particular, he is able to evaluate the merits, risks, and other factors bearing on the suitability of a Limited Partnership Interest as an investment; (f) His income and net worth are such that he is not now, and does not contemplate being, required to dispose of any investment in the Partnership to satisfy any existing or expected binding obligation, and he is enforceable against such Limited Partner in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity; (xi) the execution and delivery by such Limited Partner of this Agreement do not, and the performance by such Limited Partner of its obligations under this Agreement will not, (A) conflict with or result in any breach of any provision of the organizational documents of such Limited Partner, (B) violate, conflict with, require consent pursuant to, result in a breach of, constitute a default (with or without due notice or lapse of time or both) under, or give rise to a right of, or result in, the termination, cancellation, modification, acceleration or the loss of a benefit under any of the terms, conditions or provisions of any contract or agreement to which such Limited Partner is a party or otherwise fully able bound or to bear the economic risks which any of his proposed investment its properties or assets is subject or (C) violate any judgment, order or decree of any governmental agency or authority having jurisdiction over such Limited Partner or any law applicable to such Limited Partner or any of its properties or assets, except, in the Partnershipcase of clauses (B) and (C) above, including the risk of losing all for any violation, conflict, consent, breach, default, termination, cancellation, modification, acceleration, loss or any part of his investment creation that would not reasonably be expected to have, individually or in the Partnership and aggregate, a material adverse effect on the probable inability ability of such Limited Partner to sell, transferperform its obligations under this Agreement or to consummate the transactions contemplated hereby; (xii) no portion of its Capital Contributions consists, or pledgewill consist, of assets of an employee benefit plan as defined in Section 3(3) of ERISA, whether or not such plan is subject to Title I of ERISA, or otherwise dispose a plan subject to Section 4975 of the Code, determined after giving effect to applicable regulations, rulings and exemptions thereunder; and (xiii) if it is a partnership, a Subchapter S corporation, a grantor trust, or a “flow-through entity” (as that term is defined in Regulations § 1.7704-1(h)(3)) either (A) less than substantially all of the value of each beneficial owner’s interest in such Limited Partner will be attributable to such Limited Partner’s ownership of its Interest or (B) such Limited Partner does not have, in purchasing an investment Interest pursuant to this Agreement, a principal purpose of permitting ASAC to satisfy the 100-partner limitation in Regulations § 1.7704-1(h)(1)(ii). In addition, each Limited Partner makes, as to itself only as of the Partnership for an indefinite period;date hereof or as of the date that it becomes a Limited Partner hereunder, each of the representations, warranties and agreements set forth on Schedule D hereto. (gb) He is acquiring a Each Limited Partnership Interest solely for his own accountPartner acknowledges and agrees that (i) the General Partner shall have the powers set forth in Sections 3.1 and 3.2, as principal(ii) the Principals are Affiliates of the General Partner and are officers and/or directors of the Corporation and, for investment purposes in such capacities, owe fiduciary duties to the Corporation, (iii) the Shares are restricted securities and may not be disposed of except in compliance with a view to or for resale in connection with any distribution or underwriting applicable securities laws and restrictions arising by virtue of any Partnership Interests; the fact that Affiliates of the General Partners are officers and/or directors of the Corporation, and (hiv) He understands that the Limited Partnership Interest that he will purchase has not been and ASAC will not be registered under either permitted to purchase or sell the Securities Act of 1933 Shares (or enter into derivative transactions in respect thereof) at any state securities law, that he must hold the Limited Partnership Interest indefinitely unless the Partnership Interests are subsequently registered under those laws time an officer or transferred in reliance on advice of counsel satisfactory to the Partnership that registration under those laws is not required, and that stop-transfer instructions will be noted in the appropriate records director of the Partnership; Corporation is restricted from purchasing or selling shares of common stock of the Corporation (i) He understands that the document evidencing a Limited Partnership Interest acquired whether by him will bear the following legend: These securities have not been registered under either the Securities Act operation of 1933 law or any state securities law and were acquired pursuant to an investment representation by the record owner. These securities are not transferable absent either registration under the Act and every applicable state securities law or advice of counsel satisfactory to the Partnership that registration in not required. Additionally, these securities are subject to certain transfer restrictions set forth in the Limited Partnership Agreement policies of the Partnership. Reference may be made to the Limited Partnership Agreement for the details of those restrictionsCorporation). (j) He understands that a legend substantially identical to the one described above will be placed on every new document issued upon a transfer of a Limited Partnership Interest; (k) He shall not sell, transfer, pledge, or otherwise dispose of any part of his Limited Partnership Interest, unless the Partnership Interests are registered under the Securities Act of 1933 and under every applicable state securities law or unless the Partnership is furnished with advice of counsel satisfactory to it that registration under those laws is not required; and (l) He understands that the Partnership does not file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.

Representations and Warranties of the Limited Partners. As a condition to becoming a Each Limited Partner of the Partnership, each Limited Partner represents, warrants, and covenants to each Managing General Partner and the Partnership as follows: (a) He will not assign, sell, mortgage, pledge, or otherwise transfer or encumber any of his rights under this Agreement except as expressly permitted under this Agreement and applicable laws; (b) He was granted full and unrestricted access to the Partnership's business premises, offices and properties and its business, partnership and financial books and records as he required, and was permitted to examine the foregoing, to question the Managing General Partner, and to make all other investigations is fully aware that he considered appropriate to determine or verify the business or condition (financial or otherwise) of the Partnership and to consummate the transactions contemplated by this Agreement; (c) The Partnership furnished him all additional information concerning the Partnership's business and affairs that he requested; (d) He was permitted to ask questions of, and to receive answers from, the Managing General Partner concerning the terms and conditions of an investment in a Limited Partnership Interest, and to obtain all additional information he considered necessary to verify the accuracy of the information received by him from the Managing General Partner, and he understands the risks associated with an investment in the Partnership and that such an investment is highly speculative; (e) Because of his considerable knowledge and experience in financial and business matters in general and securities investments in particular, he is able to evaluate the merits, risks, and other factors bearing on the suitability of a Limited Partnership Interest as an investment; (f) His income and net worth are such that he is not now, and does not contemplate being, required to dispose of any investment in the Partnership to satisfy any existing or expected obligation, and he is otherwise fully able to bear the economic risks of his proposed investment in the Partnership, including the risk of losing all or any part of his investment in the Partnership and the probable inability General Partner are relying upon the exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder, and upon the truth and accuracy of the following representations by each of the Limited Partners. Each of the Limited Partners hereby represents and warrants, as to sellitself only as of the date hereof, transfer, or pledge, or otherwise dispose of an investment that (i) its Interest in the Partnership for an indefinite period; (g) He is acquiring a Limited Partnership Interest solely for his own account, as principal, being acquired for investment purposes and not with a view to or for resale in connection with any the distribution or underwriting sale thereof, subject to any requirement of any Partnership Interests; law that its property at all times be within its control; (hii) He understands that it has been given the Limited Partnership Interest that he will purchase has not been and will not be registered under either opportunity to ask the Securities Act of 1933 or any state securities law, that he must hold the Limited Partnership Interest indefinitely unless the Partnership Interests are subsequently registered under those laws or transferred in reliance on advice of counsel satisfactory General Partner questions relating to the Partnership and has had access to such financial and other information concerning the Partnership as it has considered necessary to make a decision to invest in the Partnership and has availed itself of that registration under those laws opportunity to the full extent desired; (iii) it is able (x) to bear the economic risk of its investment in the Partnership, (y) to retain its Interest for the full term of the Partnership and (z) to afford a full loss of its Capital Commitment; and (iv) if any portion of its Capital Contributions consists, or will consist, of assets of an employee benefit plan as defined in Section 3(3) of ERISA, whether or not requiredsuch plan is subject to Title I of ERISA or a plan subject to Section 4975 of the Code, determined after giving effect to applicable regulations, rulings, and exemptions thereunder, it has so notified the General Partner in writing. Each of the Limited Partners hereby represents, warrants and covenants that stop-transfer instructions no portion of its Capital Contributions consists, or will be noted consist, of assets of an employee benefit plan (as defined in Section 3(3) of ERISA) subject to ERISA or a plan subject to Section 4975 of the appropriate records Code, determined after giving effect to applicable regulations, rulings, and exemptions thereunder. Additionally, each Limited Partner hereby represents and warrants that if the Limited Partner, by virtue of the Interest subscribed for hereby, would own more than 10% of the aggregate Percentage Interests of the Partnership; , as of the date of the acquisition of the Limited Partner’s Interest, either (i) He understands that all the document evidencing a Limited Partnership Interest acquired Partner’s outstanding securities (as such term is defined in the Investment Company Act) are beneficially owned by him will bear one natural person, or (if the following legend: These securities have General Partner, in its sole discretion, so permits) such larger number of persons, not been registered under either the Securities Act of 1933 or any state securities law and were acquired pursuant to an investment representation by the record owner. These securities are not transferable absent either registration under the Act and every applicable state securities law or advice of counsel satisfactory exceed 10, as such Limited Partner shall certify to the Partnership that registration in or (ii) the Limited Partner is not required. Additionally, these securities are subject to certain transfer restrictions set forth an Investment Company as defined in the Limited Partnership Agreement Investment Company Act, and is not relying on the exemptions provided in Sections 3(c)(1) or 3(c)(7) of the Partnership. Reference may be made to the Limited Partnership Agreement Investment Company Act as a basis for the details of those restrictionsnot being an Investment Company. (j) He understands that a legend substantially identical to the one described above will be placed on every new document issued upon a transfer of a Limited Partnership Interest; (k) He shall not sell, transfer, pledge, or otherwise dispose of any part of his Limited Partnership Interest, unless the Partnership Interests are registered under the Securities Act of 1933 and under every applicable state securities law or unless the Partnership is furnished with advice of counsel satisfactory to it that registration under those laws is not required; and (l) He understands that the Partnership does not file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.