PURCHASING THE PARTNERSHIP INTERESTS, IS
ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT, INCLUDING A COMPLETE LOSS
THEREOF, AND UNDERSTANDS THAT THERE ARE SUBSTANTIAL RISKS INVOLVED IN ACQUIRING
THE PARTNERSHIP INTERESTS.
(E)
THE PARTNERSHIP INTERESTS WERE NOT OFFERED
TO BUYER BY MEANS OF ANY GENERAL SOLICITATION OR GENERAL ADVERTISING BY SELLERS
OR ANY PERSON ACTING ON SELLERS' BEHALF, INCLUDING, WITHOUT LIMITATION: (I) ANY
ADVERTISEMENT, ARTICLE, NOTICE, OR OTHER COMMUNICATION PUBLISHED IN ANY
NEWSPAPER, MAGAZINE, OR SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO OR
(II) ANY SEMINAR OR MEETING TO WHICH BUYER WAS INVITED BY ANY GENERAL
SOLICITATION OR GENERAL ADVERTISING.
5.8.
INVESTIGATION AND EVALUATION.
EXECUTION OF
THIS AGREEMENT SHALL CONSTITUTE BUYER'S REPRESENTATION THAT BUYER HAS BEEN
PROVIDED THE OPPORTUNITY TO PERFORM SUCH DUE DILIGENCE INVESTIGATION OF EACH
PARTNERSHIP, THE PARTNERSHIP INTERESTS AND THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AS BUYER HAS DEEMED NECESSARY TO EVALUATE THE MERITS OF PURCHASING THE
PARTNERSHIP INTERESTS, HAS HAD THE OPPORTUNITY TO ASK QUESTIONS CONCERNING THE
TERMS AND CONDITIONS OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND HAS
MADE ITS DETERMINATION TO DO SO SOLELY BASED UPON ITS OWN ANALYSIS.
BUYER
UNDERSTANDS AND
12
AGREES THAT SELLERS MAKE AND HAVE MADE NO REPRESENTATIONS OR WARRANTIES IN
CONNECTION WITH THE PURCHASE BY BUYER OF THE PARTNERSHIP INTERESTS OTHER THAN
THOSE EXPRESSLY CONTAINED HEREIN AND THEREFORE NO IMPLIED REPRESENTATIONS OR
WARRANTIES WHATSOEVER ARE MADE.
BUYER UNDERSTANDS AND AGREES THAT NEITHER
SELLER NOR ANY OF ITS REPRESENTATIVES NOR ANY OTHER PERSON ACTING ON A SELLER'S
BEHALF HAS MADE ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) AS TO THE
PARTNERSHIPS OR THEIR FINANCIAL CONDITION OR PROSPECTS OR OTHERWISE.
5.9.
INTEREST IN PARTNERSHIPS.
SCHEDULE 5.9 SETS
FORTH A LISTING OF THE PARTNERSHIPS IN WHICH BUYER OR ANY OF ITS AFFILIATES IS
AN INVESTOR AS OF THE DATE OF THIS AGREEMENT (FOR PURPOSES OF THIS SECTION 5.9,
BUYER HAS TREATED AN INVESTMENT IN ANY PARALLEL PARTNERSHIP OF A PARTNERSHIP AS
AN INVESTMENT IN THE RELEVANT PARTNERSHIP).
5.10.
ERISA.
THE PURCHASE AND SALE OF THE PARTNERSHIP
INTERESTS CONTEMPLATED HEREUNDER SHALL NOT CONSTITUTE A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975(C)(1)(A) THROUGH (F) OF
THE CODE, OR CAUSE A VIOLATION OF ANY LAW, REGULATION OR RESTRICTION MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE.
EXCEPT AS SET FORTH
IN SCHEDULE 5.10, BUYER IS NOT (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF ERISA), WHETHER OR NOT SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (B) ANY PLAN DESCRIBED IN SECTION 4975 OF THE CODE OR (C) ANY ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN
THAT ENTITY.
IF BUYER IS ANY OF THE ENTITIES DESCRIBED IN (A), (B) OR (C)
ABOVE, THEN BUYER'S ACQUISITION OF THE PARTNERSHIP INTERESTS WILL NOT CAUSE THE
PARTNERSHIP TO BECOME A PARTY IN INTEREST (AS DEFINED IN SECTION 3(14) OF ERISA)
OR A DISQUALIFIED PERSON (AS DEFINED IN SECTION 4975 OF THE CODE) TO ANY
EMPLOYEE BENEFIT PLAN