Common use of CONTRIBUTOR’S REPRESENTATIONS Clause in Contracts

CONTRIBUTOR’S REPRESENTATIONS. The Contributor hereby reaffirms ----------------------------- and makes to each of the Partnership and the General Partner those representations and warranties contained in Sections 2 and 3 of the Contribution Agreement identified in Exhibit A attached hereto. In --------- addition, the Contributor hereby represents and warrants to the Partnership and the General Partner that (i) the Contributor is acquiring the Partnership Units for the Contributor's own account and not with a view to, or for sale in connection with, the "distribution," as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), of any of the Partnership Units in violation of the Securities Act; (ii) each of the Managers of the Contributor is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (iii) the Contributor understands that the Partnership Units have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the nature of the investment intent and the accuracy of the Contributor's representations as expressed herein; (iv) the Contributor has had an opportunity to discuss the Partnership's business, management and financial affairs with the Partnership's management and the opportunity to review the Partnership's financial records; (v) the Contributor understands and acknowledges that no public market now exists for any of the Partnership Units and that there can be no assurance that a public market will ever exist for the Partnership Units; and (vi) the Contributor has such knowledge and experience in financial and business matters, or has been adequately advised by its financial representatives, that the Contributor is capable of evaluating the merits and risks of the purchase of the Partnership Units pursuant to this Amendment and of protecting the Contributor's interests in connection herewith.

CONTRIBUTOR’S REPRESENTATIONS. The Contributor hereby ----------------------------- reaffirms ----------------------------- and makes to each of the Partnership and the General Partner those representations and warranties contained in Sections 2 and 3 of the Contribution Acquisition Agreement identified in Exhibit A attached hereto. In --------- addition, the Contributor Contributors hereby represents and warrants to the Partnership and the General Partner that (i) the such Contributor is acquiring the Partnership Units for the Contributor's own account and not with a view to, or for sale in connection with, the "distribution," as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), of any of the Partnership Units in violation of the Securities Act; (ii) each of the Managers of the Contributor is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (iii) the Contributor understands that the Partnership Units have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the nature of the investment intent and the accuracy of the Contributor's representations as expressed herein; (iv) the Contributor has had an opportunity to discuss the Partnership's business, management and financial affairs with the Partnership's management and the opportunity to review the Partnership's financial records; (v) the Contributor understands and acknowledges that no public market now exists for any of the Partnership Units and that there can be no assurance that a public market will ever exist for the Partnership Units; and (vi) the Contributor has such knowledge and experience in financial and business matters, or has been adequately advised by its Contributor's financial representatives, that the Contributor is capable of evaluating the merits and risks of the purchase of the Partnership Units pursuant to this Amendment Agreement and of protecting the Contributor's interests in connection herewith.

CONTRIBUTOR’S REPRESENTATIONS. The Contributor hereby reaffirms ----------------------------- and makes to each of the Partnership and the General Partner those representations and warranties contained made by Xxxx Investors, Ltd. in Sections 2 and 3 of the Contribution Agreement identified in Exhibit A attached hereto. In --------- addition, the Contributor hereby represents and warrants to the Partnership and the General Partner that (i) the Contributor is acquiring the Partnership Units for the Contributor's own account and not with a view to, or for sale in connection with, the "distribution," as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), of any of the Partnership Units in violation of the Securities Act; (ii) each of the Managers of the Contributor is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (iii) the Contributor understands that the Partnership Units have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the nature of the investment intent and the accuracy of the Contributor's representations as expressed herein; (iv) the Contributor has had an opportunity to discuss the Partnership's business, management and financial affairs with the Partnership's management and the opportunity to review the Partnership's financial records; (v) the Contributor understands and acknowledges that no public market now exists for any of the Partnership Units and that there can be no assurance that a public market will ever exist for the Partnership Units; and (vi) the Contributor has such knowledge and experience in financial and business matters, or has been adequately advised by its the Contributor's financial representatives, that the Contributor is capable of evaluating the merits and risks of the purchase of the Partnership Units pursuant to this Amendment Agreement and of protecting the Contributor's interests in connection herewith.

CONTRIBUTOR’S REPRESENTATIONS. The Contributor hereby reaffirms ----------------------------- and makes to each of the Partnership and the General Partner those representations and warranties contained in Sections 2 and 3 Section 16 of the Contribution Agreement identified in Exhibit A attached heretoAgreement. In --------- addition, the Contributor hereby represents and warrants to the Partnership and the General Partner that (i) the such Contributor is acquiring the Partnership Units for the such Contributor's own account and not with a view to, or for sale in connection with, the "distribution," as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), of any of the Partnership Units in violation of the Securities Act; (ii) each of the Managers of the such Contributor is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (iii) the such Contributor understands that the Partnership Units have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the nature of the investment intent and the accuracy of the such Contributor's representations as expressed herein; (iv) the such Contributor has had an opportunity to discuss the Partnership's business, management and financial affairs with the Partnership's management and the opportunity to review the Partnership's financial records; (v) the such Contributor understands and acknowledges that no public market now exists for any of the Partnership Units and that there can be no assurance that a public market will ever exist for the Partnership Units; and (vi) the such Contributor has such knowledge and experience in financial and business matters, or has been adequately advised by its such Contributor's financial representatives, that the such Contributor is capable of evaluating the merits and risks of the purchase of the Partnership Units pursuant to this Amendment Agreement and of protecting the such Contributor's interests in connection herewith.

CONTRIBUTOR’S REPRESENTATIONS. The Contributor hereby reaffirms ----------------------------- and makes to each of the Partnership and the General Partner those representations and warranties contained in Sections 2 the Contract for the Purchase and 3 Sale of the Contribution Agreement Real and Personal Property identified in Exhibit A attached hereto. In --------- addition, the Contributor hereby represents and warrants to the Partnership and the General Partner that (i) the Contributor is acquiring the Partnership Units for the Contributor's own account and not with a view to, or for sale in connection with, the "distribution," as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), of any of the Partnership Units in violation of the Securities Act; (ii) each of the Managers of the Contributor is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (iii) the Contributor understands that the Partnership Units have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the nature of the investment intent and the accuracy of the Contributor's representations as expressed herein; (iv) the Contributor has had an opportunity to discuss the Partnership's business, management and financial affairs with the Partnership's management and the opportunity to review the Partnership's financial records; (v) the Contributor understands and acknowledges that no public market now exists for any of the Partnership Units and that there can be no assurance that a public market will ever exist for the Partnership Units; and (vi) the Contributor has such knowledge and experience in financial and business matters, or has been adequately advised by its the Contributor's financial representatives, that the Contributor is capable of evaluating the merits and risks of the purchase of the Partnership Units pursuant to this Amendment and of protecting the Contributor's interests in connection herewith.

CONTRIBUTOR’S REPRESENTATIONS. The Contributor Contributors, jointly and ----------------------------- severally, hereby reaffirms ----------------------------- reaffirm and makes make to each of the Partnership and the General Partner those representations and warranties contained in Sections 2 and 3 of the Contribution Agreement identified in Exhibit A attached hereto. In --------- addition, the Contributor Contributors, jointly and severally, hereby represents represent and warrants warrant to the Partnership and the General Partner that (i) the each such Contributor is acquiring the Partnership Units for the such Contributor's own account and not with a view to, or for sale in connection with, the "distribution," as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), of any of the Partnership Units in violation of the Securities Act; (ii) each of the Managers of the such Contributor is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (iii) the each such Contributor understands that the Partnership Units have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the nature of the investment intent and the accuracy of the such Contributor's representations as expressed herein; (iv) the each such Contributor has had an opportunity to discuss the Partnership's business, management and financial affairs with the Partnership's management and the opportunity to review the Partnership's financial records; (v) the each such Contributor understands and acknowledges that no public market now exists for any of the Partnership Units and that there can be no assurance that a public market will ever exist for the Partnership Units; and (vi) the each such Contributor has such knowledge and experience in financial and business matters, or has been adequately advised by its such Contributor's financial representatives, that the such Contributor is capable of evaluating the merits and risks of the purchase of the Partnership Units pursuant to this Amendment Agreement and of protecting the such Contributor's interests in connection herewith.