Common use of Securities Regulation; Accredited Investor Status Clause in Contracts

Securities Regulation; Accredited Investor Status. Such Limited Partner acknowledges and agrees that such Limited Partner’s Interest is being issued in reliance on one or more exemptions from registration under the Securities Act and one or more exemptions contained in applicable state securities laws and that such Limited Partner’s Interest cannot and will not be sold or transferred except in a transaction that is exempt under the Securities Act and applicable state securities laws or pursuant to an effective registration statement under the Securities Act and applicable state securities laws. Such Limited Partner understands that the Units have not been registered under the Securities Act on the grounds that its acquisition of Units is exempt under Section 4(2) of such Act as not involving a public offering and represents and warrants that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. Such Limited Partner further understands that no securities administrator of any state or the Federal government has made any finding or determination relating to the fairness of acquiring such Limited Partner’s Interest and that no securities administrator of any state or the Federal government has or will recommend or endorse any offering of the Units. Such Limited Partner understands that such Limited Partner has no contractual right for the registration under the Securities Act of such Limited Partner’s Interest for public sale and that, unless such Limited Partner’s Interest is registered under the Securities Act or an exemption from such registration is available, such Limited Partner’s Interests may be required to be held indefinitely.