OF SUCH PARTY'S ACQUISITION OF SUCH INTEREST IN HSRE-ESP
AND REGARDING THE BUSINESS, FINANCIAL AFFAIRS, AND OTHER ASPECTS OF HSRE-ESP AND
HAS FURTHER HAD THE OPPORTUNITY TO OBTAIN ALL INFORMATION (TO THE EXTENT THE
OTHER PARTY POSSESSES OR CAN ACQUIRE SUCH INFORMATION WITHOUT UNREASONABLE
EFFORT OR EXPENSE) WHICH IT DEEMS NECESSARY TO EVALUATE THE INVESTMENT AND TO
VERIFY THE ACCURACY OF INFORMATION OTHERWISE PROVIDED TO SUCH PARTY.
7.1.8
NEITHER HSRE-ESP THE OTHER PARTY OR ANY AFFILIATE, AGENT OR
EMPLOYEE OF HSRE-ESP, SUCH OTHER MEMBER, OR ANY OTHER PERSON HAS AT ANY TIME
EXPRESSLY OR IMPLICITLY REPRESENTED, GUARANTEED, OR WARRANTED TO SUCH PARTY THAT
SUCH PARTY MAY FREELY TRANSFER SUCH PARTY'S INTEREST IN HSRE-ESP, THAT A
PERCENTAGE RETURN OF PROFITS AND/OR AMOUNT OR TYPE OF CONSIDERATION WILL BE
REALIZED AS A RESULT OF AN INVESTMENT IN HSRE-ESP, THAT PAST PERFORMANCE OR
EXPERIENCE ON THE PART OF ANY PARTY OR ITS AFFILIATES OR ANY OTHER PERSON IN ANY
WAY INDICATES THE PREDICTABLE RESULTS OF THE OWNERSHIP OF SUCH PARTY'S INTEREST
IN HSRE-ESP OR OF THE OVERALL BUSINESS OF HSRE-ESP, THAT ANY CASH DISTRIBUTIONS
FROM HSRE-ESP OPERATIONS OR OTHERWISE WILL BE MADE TO THE MEMBERS BY ANY
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SPECIFIC DATE OR WILL BE MADE AT ALL, OR THAT ANY SPECIFIC TAX BENEFITS WILL
ACCRUE AS A RESULT OF AN INVESTMENT IN HSRE-ESP.
7.1.9
SUCH PARTY HAS BEEN ADVISED TO CONSULT WITH SUCH PARTY'S OWN
ATTORNEY REGARDING ALL LEGAL MATTERS CONCERNING AN INVESTMENT IN HSRE-ESP AND
THE TAX CONSEQUENCES OF PARTICIPATING IN HSRE-ESP, AND HAS DONE SO, TO THE
EXTENT SUCH PARTY CONSIDERS NECESSARY.
7.1.10
SUCH PARTY MUST BEAR THE ECONOMIC RISK OF INVESTMENT IN HSRE-ESP FOR
AN INDEFINITE PERIOD OF TIME, SINCE THE INTERESTS HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 AND, THEREFORE, CANNOT BE SOLD UNLESS EITHER THEY ARE
SUBSEQUENTLY REGISTERED UNDER SUCH ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
7.1.11
INTERESTS IN HSRE-ESP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR QUALIFIED UNDER THE SECURITIES
LAWS OF ANY STATE, OR ANY OTHER APPLICABLE BLUE SKY LAWS IN RELIANCE, IN PART,
ON THE WARRANTIES AND REPRESENTATIONS OF SUCH PARTY HEREIN.
7.2
ADDITIONAL WARRANTIES AND REPRESENTATIONS.
EACH PARTY, SOLELY
WITH RESPECT TO SUCH PARTY AND NOT WITH RESPECT TO ANY OTHER PARTY, WARRANTS AND
REPRESENTS TO THE OTHER PARTY THAT:
7.2.1
SUCH PARTY AND SUCH PARTY'S INVESTMENT ADVISORS, IF ANY, HAVE
CAREFULLY REVIEWED AND UNDERSTAND THE RISKS OF, AND OTHER CONSIDERATIONS
RELATING TO, THE PURCHASE OF AN INTEREST IN HSRE-ESP.
7.2.2
SUCH PARTY IS ACQUIRING SUCH PARTY'S INTEREST IN HSRE-ESP FOR
INVESTMENT PURPOSES ONLY FOR ITS OWN ACCOUNT, AND NOT WITH A VIEW TO THE RESALE,
ASSIGNMENT, PLEDGE, MORTGAGE, HYPOTHECATION, TRANSFER OR DISTRIBUTION OF ALL OR
ANY PART THEREOF.
NO OTHER PERSON WILL HAVE ANY DIRECT OR INDIRECT BENEFICIAL
INTEREST IN OR RIGHT TO SUCH PARTY'S INTEREST IN HSRE-ESP.
7.2.3
SUCH PARTY:
(1) IS AUTHORIZED AND OTHERWISE DULY QUALIFIED TO
PURCHASE AND HOLD INTERESTS IN HSRE-ESP;
AND (2) HAS ITS