THE PROVISIONS OF THIS AGREEMENT PROVIDING FOR CAPITAL
CONTRIBUTIONS AND DILUTION OF ITS INTEREST IN THE PARTNERSHIP.
(V)
SUCH PARTNER HAS RELIED SOLELY UPON THE DOCUMENTS SUBMITTED TO IT
AND INDEPENDENT INVESTIGATIONS MADE BY IT IN MAKING THE DECISION TO PURCHASE ITS
INTEREST IN THE PARTNERSHIP.
(VI)
SUCH PARTNER EXPRESSLY ACKNOWLEDGES THAT (A) NO FEDERAL OR STATE
AGENCY HAS REVIEWED OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION
SET FORTH IN THE DOCUMENTS SUBMITTED TO SUCH PARTNER OR MADE ANY FINDING OR
DETERMINATION AS TO THE FAIRNESS FOR INVESTMENT, OR ANY RECOMMENDATION OR
ENDORSEMENT OF AN INVESTMENT IN THE PARTNERSHIP; (B) THERE ARE RESTRICTIONS ON
THE TRANSFERABILITY OF SUCH PARTNER'S INTEREST IN THE PARTNERSHIP; (C) THERE
WILL BE NO PUBLIC MARKET FOR THE INTEREST, AND, ACCORDINGLY, IT MAY NOT BE
POSSIBLE FOR SUCH PARTNER TO LIQUIDATE ITS INVESTMENT IN THE PARTNERSHIP; AND
(D) ANY ANTICIPATED FEDERAL OR STATE INCOME TAX BENEFITS APPLICABLE TO SUCH
PARTNER'S INTEREST MAY BE LOST THROUGH CHANGES IN, OR ADVERSE INTERPRETATIONS
OF, EXISTING LAWS AND REGULATIONS.
(VII)
THE BONA FIDE PRINCIPAL PLACE OF BUSINESS OF SUCH PARTNER IS AT
THE ADDRESS SET FORTH ON THE SIGNATURE PAGES HEREOF AND THAT IT WAS NOT FORMED
FOR THE PURPOSE OF MAKING AN INVESTMENT IN THE PARTNERSHIP.
16.4
NATIONAL SECURITY REPRESENTATIONS.
EACH PARTNER REPRESENTS,
WARRANTS AND CERTIFIES TO THE OTHER THAT (A) THE PARTNER IS NOT, AND IS NOT
ACTING, DIRECTLY OR INDIRECTLY, FOR OR ON BEHALF OF, A TERRORIST, AND (B) THE
PARTNER IS NOT ENGAGED IN THIS TRANSACTION, DIRECTLY OR INDIRECTLY, ON BEHALF
OF, OR INSTIGATING OR FACILITATING THIS TRANSACTION, DIRECTLY OR INDIRECTLY, ON
BEHALF OF, ANY TERRORIST.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT
TO THE CONTRARY, NO PARTNER, OR ANY PERSON ACTING ON BEHALF OF A PARTNER SHALL
KNOWINGLY PERMIT ANY OWNED PROPERTY OR ANY PORTION THEREOF TO BE USED BY ANY
PERSON, ENTITY, CONCESSIONAIRE, LICENSEE, ASSIGNEE, LESSEE OR SUBLESSEE THAT IS
OR HAS BEEN DESIGNATED AS A TERRORIST.
IN ADDITION TO, AND NOT IN LIMITATION
OF, ANY AND ALL OTHER INDEMNITIES OF A PARTNER CONTAINED HEREIN, EACH PARTNER
AGREES TO INDEMNIFY THE PARTNERSHIP AND EACH OTHER PARTNER FOR ANY AND ALL
LOSSES, LIABILITIES, DAMAGES, PENALTIES (CIVIL AND CRIMINAL), FINES, COSTS AND
EXPENSES SUFFERED OR INCURRED BY THE PARTNERSHIP OR THE OTHER PARTNER AND
ARISING FROM OR RELATED TO ANY VIOLATION OR BREACH OF THE FOREGOING
REPRESENTATIONS, WARRANTIES, CERTIFICATIONS AND OBLIGATIONS.
ARTICLE 17
GENERAL PROVISIONS
17.1
NOTICES.
ALL NOTICES, OFFERS OR OTHER COMMUNICATIONS REQUIRED OR
PERMITTED TO BE GIVEN PURSUANT TO THIS AGREEMENT SHALL BE IN WRITING AND SHALL
BE CONSIDERED AS PROPERLY GIVEN:
(A)
UPON PERSONAL DELIVERY OR AFFIRMATIVE REFUSAL OF RECEIPT OF
DELIVERY WITH GENERAL KNOWLEDGE OF ITS CONTENTS AND PURPOSE;
(B)
ON THE NEXT BUSINESS DAY FOLLOWING DELIVERY VIA A RECOGNIZED
OVERNIGHT DELIVERY SERVICE SUCH AS FEDERAL EXPRESS, UPS OR DHL, PROVIDED THAT
SUCH DAY IS A BUSINESS DAY IN THE RECIPIENT'S JURISDICTION; OR
(c)
Upon mechanical confirmation of receipt by facsimile or email,
provided that a copy is