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ATTACHMENT A 7. The Assignee represents and warrants to and covenants to the Partnership and the General Partner as follows: (i) It is acquiring its interest in the Partnership for its own account and for investment purposes only and not with a view to the resale, distribution or other transfer thereof, in whole or in part, in violation of the Securities Act of 1933, as amended (the "1933 Act or the securities laws of any state; (ii) It shall not transfer, sell, assign, pledge, hypothecate or otherwise dispose of all or any portion of its interest in the Partnership in any manner that will violate the 1933 Act, the laws and regulations of the State or the terms and provisions of this Amendment; and (iii) It understands and acknowledges that (a) the Limited Partner interests in the Partnership have not been registered under the 1933 Act, and are being sold in reliance upon an exemption therefrom for nonpublic offerings under the Act and any state blue sky or securities laws; (b) the transfer of the Interest is restricted; (c) no federal or state governmental agency has made any finding or determination relating to the merits of an investment in the Partnership; (d) no federal or state governmental agency has recommended or endorsed or will recommend or endorse the Interest; and (e) it may not be able to sell or dispose of the Interest as there will be no public market therefor and the Partnership is under no obligation to register the Partnership interests on its behalf or to assist it in complying with any exemption from registration; (iv) It is an affiliate of the general partner of the issuer. (v) It has had the opportunity to make inquiries with respect to the subject transaction and review such documents and other information as it has desired to review in connection with its evaluation of the subject transaction. (vi) It has the full power and authority to execute, deliver and perform this Amendment; (vii) All consents or approvals necessary for it to effectuate the transactions contemplated hereby have been obtained; (viii) It is not bound by any agreement, contract or other circumstance which would prevent it from effecting the transaction contemplated hereby and paying of the Purchase Price to the Assignor; and (ix) These representations and warranties shall survive the Effective Date. 8. To the extent that state and local transfer taxes are imposed in connection with the transactions under this Agreement for any reason, the cost of such taxes shall be borne solely by Assignee. 9. All notices, demands or other communications hereunder shall be in writing and shall be deemed to have been given when the same are (a) deposited in the United States mail 8895603 vl 3