FOR ANY DISTRIBUTION TO BE MADE ON SUCH PARTNERSHIP
UNITS, IN ACCORDANCE WITH THE CHARTER OF THE GENERAL PARTNER SUCH LIMITED
PARTNER WILL BE ENTITLED TO RECEIVE THE CORRESPONDING DISTRIBUTION TO BE PAID ON
SUCH SHARES AND SHALL NOT BE ENTITLED TO RECEIVE THE DISTRIBUTION MADE BY THE
PARTNERSHIP IN RESPECT OF THE EXCHANGED PARTNERSHIP UNITS.
ARTICLE XII
GENERAL PROVISIONS
12.1
INVESTMENT REPRESENTATIONS.
(A)
EACH LIMITED PARTNER ACKNOWLEDGES THAT IT
(I) HAS BEEN GIVEN FULL AND COMPLETE ACCESS TO THE PARTNERSHIP AND THOSE PERSONS
WHO WILL MANAGE THE PARTNERSHIP IN CONNECTION WITH THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, (II) HAS HAD THE OPPORTUNITY TO REVIEW ALL
DOCUMENTS RELEVANT TO ITS DECISION TO ENTER INTO THIS AGREEMENT, AND (III) HAS
HAD THE OPPORTUNITY TO ASK QUESTIONS OF THE PARTNERSHIP AND THOSE PERSONS WHO
WILL MANAGE THE PARTNERSHIP CONCERNING ITS INVESTMENT IN THE PARTNERSHIP AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
(B)
EACH LIMITED PARTNER ACKNOWLEDGES THAT IT
UNDERSTANDS THAT THE PARTNERSHIP UNITS TO BE PURCHASED OR OTHERWISE ACQUIRED BY
IT HEREUNDER WILL NOT BE REGISTERED UNDER THE SECURITIES ACT IN RELIANCE UPON
THE EXEMPTION AFFORDED BY SECTION 4(2) THEREOF FOR TRANSACTIONS BY AN ISSUER NOT
INVOLVING ANY PUBLIC OFFERING, AND WILL NOT BE REGISTERED OR QUALIFIED UNDER ANY
APPLICABLE STATE SECURITIES LAWS.
EACH LIMITED PARTNER REPRESENTS THAT (I) IT
IS ACQUIRING SUCH PARTNERSHIP UNITS FOR INVESTMENT ONLY AND WITHOUT ANY VIEW
TOWARD DISTRIBUTION THEREOF, AND IT WILL NOT SELL OR OTHERWISE DISPOSE OF SUCH
PARTNERSHIP UNITS EXCEPT PURSUANT TO THE EXERCISE OF THE RIGHTS OR OTHERWISE IN
ACCORDANCE WITH THE TERMS HEREOF AND IN COMPLIANCE WITH THE REGISTRATION
REQUIREMENTS OR EXEMPTION PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS,
(II) ITS ECONOMIC CIRCUMSTANCES ARE SUCH THAT IT IS ABLE TO BEAR ALL RISKS OF
THE INVESTMENT IN THE PARTNERSHIP UNITS FOR AN INDEFINITE PERIOD OF TIME
INCLUDING THE RISK OF A COMPLETE LOSS OF ITS INVESTMENT IN THE UNITS AND
(III) IT HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
SUFFICIENT TO EVALUATE THE RISKS OF INVESTMENT IN THE PARTNERSHIP UNITS.
EACH
LIMITED PARTNER FURTHER ACKNOWLEDGES AND REPRESENTS THAT IT HAS MADE ITS OWN
INDEPENDENT INVESTIGATION OF THE PARTNERSHIP AND THE BUSINESS CONDUCTED AND
PROPOSED TO BE CONDUCTED BY THE PARTNERSHIP, AND THAT ANY INFORMATION RELATING
THERETO FURNISHED TO THE LIMITED PARTNER WAS SUPPLIED BY OR ON BEHALF OF THE
PARTNERSHIP.
12.2
NOTICES.
ALL NOTICES, OFFERS OR OTHER
COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN PURSUANT TO THIS AGREEMENT
SHALL BE IN WRITING AND MAY BE PERSONALLY DELIVERED OR SENT BY UNITED STATES
MAIL OR BY REPUTABLE OVERNIGHT DELIVERY SERVICE AND SHALL BE DEEMED TO HAVE BEEN
GIVEN WHEN DELIVERED IN PERSON, UPON RECEIPT WHEN DELIVERED BY OVERNIGHT
DELIVERY SERVICE OR THREE BUSINESS DAYS AFTER DEPOSIT IN UNITED STATES MAIL,
REGISTERED OR CERTIFIED, POSTAGE PREPAID, AND PROPERLY ADDRESSED, BY OR TO THE
APPROPRIATE PARTY.
FOR PURPOSES OF THIS SECTION 12.2, THE ADDRESSES OF THE
PARTIES HERETO SHALL BE AS SET FORTH ON EXHIBIT A HEREOF.
THE ADDRESS OF ANY
PARTY HERETO MAY