SUCH PURCHASER OR ANY OF ITS PROPERTIES MAY BE BOUND OR
(II) ANY OTHER SUCH AGREEMENT, INSTRUMENT OR OBLIGATION, EXCEPT IN THE CASE OF
CLAUSES (A) AND (C) WHERE SUCH VIOLATION, DEFAULT, BREACH, TERMINATION,
CANCELLATION, FAILURE TO RECEIVE CONSENT OR APPROVAL, OR ACCELERATION WITH
RESPECT TO THE FOREGOING PROVISIONS OF THIS SECTION 4.2 WOULD NOT, INDIVIDUALLY
OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A PURCHASER MATERIAL ADVERSE
EFFECT.
13
SECTION 4.3
INVESTMENT. THE UNITS ARE BEING ACQUIRED FOR SUCH
PURCHASER'S OWN ACCOUNT, OR THE ACCOUNTS OF CLIENTS FOR WHOM SUCH PURCHASER
EXERCISES DISCRETIONARY INVESTMENT AUTHORITY (ALL OF WHOM SUCH PURCHASER
REPRESENTS AND WARRANTS ARE "ACCREDITED INVESTORS" WITHIN THE MEANING OF
RULE 501 OF REGULATION D PROMULGATED BY THE COMMISSION PURSUANT TO THE
SECURITIES ACT), NOT AS A NOMINEE OR AGENT, AND WITH NO PRESENT INTENTION OF
DISTRIBUTING THE UNITS OR ANY PART THEREOF, AND SUCH PURCHASER HAS NO PRESENT
INTENTION OF SELLING OR GRANTING ANY PARTICIPATION IN OR OTHERWISE DISTRIBUTING
THE SAME IN ANY TRANSACTION IN VIOLATION OF THE SECURITIES LAWS OF THE UNITED
STATES OF AMERICA OR ANY STATE, WITHOUT PREJUDICE, HOWEVER, TO SUCH PURCHASER'S
RIGHT AT ALL TIMES TO SELL OR OTHERWISE DISPOSE OF ALL OR ANY PART OF THE UNITS
UNDER A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS OR UNDER AN EXEMPTION FROM SUCH REGISTRATION AVAILABLE
THEREUNDER (INCLUDING, IF AVAILABLE, RULE 144 PROMULGATED THEREUNDER). IF SUCH
PURCHASER SHOULD IN THE FUTURE DECIDE TO DISPOSE OF ANY OF THE UNITS, SUCH
PURCHASER UNDERSTANDS AND AGREES (A) THAT IT MAY DO SO ONLY (I) IN COMPLIANCE
WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW, AS THEN IN EFFECT,
OR PURSUANT TO AN EXEMPTION THEREFROM OR (II) IN THE MANNER CONTEMPLATED BY ANY
REGISTRATION STATEMENT PURSUANT TO WHICH SUCH SECURITIES ARE BEING OFFERED, AND
(B) THAT STOP-TRANSFER INSTRUCTIONS TO THAT EFFECT WILL BE IN EFFECT WITH
RESPECT TO SUCH SECURITIES. NOTWITHSTANDING THE FOREGOING, EACH PURCHASER MAY AT
ANY TIME ENTER INTO ONE OR MORE TOTAL RETURN SWAPS WITH RESPECT TO SUCH
PURCHASER'S UNITS WITH A THIRD PARTY PROVIDED THAT SUCH TRANSACTIONS ARE EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT.
SECTION 4.4
NATURE OF PURCHASER. SUCH PURCHASER REPRESENTS AND
WARRANTS TO, AND COVENANTS AND AGREES WITH, THE PARTNERSHIP THAT (A) IT IS AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 OF REGULATION D PROMULGATED
BY THE COMMISSION PURSUANT TO THE SECURITIES ACT AND (B) BY REASON OF ITS
BUSINESS AND FINANCIAL EXPERIENCE IT HAS SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT IN THE UNITS, IS ABLE TO BEAR
THE ECONOMIC RISK OF SUCH INVESTMENT AND, AT THE PRESENT TIME, WOULD BE ABLE TO
AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
SECTION 4.5
RECEIPT OF INFORMATION; AUTHORIZATION. SUCH
PURCHASER ACKNOWLEDGES THAT IT HAS (A) HAD ACCESS TO THE PARTNERSHIP SEC
DOCUMENTS, (B) HAD ACCESS TO INFORMATION PUBLICLY DISCLOSED REGARDING THE
ACQUISITION AND ITS POTENTIAL