UNDER ANY AGREEMENT OR OTHER INSTRUMENT TO WHICH SUCH PARTNER IS A
PARTY; AND
(E)
SUCH PARTNER IS ACQUIRING THE INTERESTS FOR
INVESTMENT AND NOT WITH A VIEW TOWARD ANY RESALE OR DISTRIBUTION THEREOF EXCEPT
IN COMPLIANCE WITH THE SECURITIES ACT; SUCH PARTNER ACKNOWLEDGES THAT THE
INTERESTS HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT AND MAY NOT BE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
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THE SECURITIES ACT; AND SUCH PARTNER HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS SO AS TO BE CAPABLE OF EVALUATING THE RISKS OF
ITS INVESTMENT IN THE INTERESTS AND IS CAPABLE OF BEARING THE ECONOMIC RISKS OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE APPLICABLE MANAGEMENT
EQUITY AWARD AGREEMENTS AND THE OTHER AGREEMENTS CONTEMPLATED BY THIS AGREEMENT
(THE "TRANSACTION DOCUMENTS").
Section 6.2.
Management Limited Partners' Additional Representations and
Warranties. Each Management Limited Partner further represents and warrants to
the Partnership and the Initial Limited Partners that, as of the date hereof:
(A)
THE MANAGEMENT LIMITED PARTNER'S FINANCIAL
SITUATION IS SUCH THAT SUCH MANAGEMENT LIMITED PARTNER CAN AFFORD TO BEAR THE
ECONOMIC RISK OF HOLDING THE INTERESTS FOR AN INDEFINITE PERIOD OF TIME, HAS
ADEQUATE MEANS FOR PROVIDING FOR THE MANAGEMENT LIMITED PARTNER'S CURRENT NEEDS
AND PERSONAL CONTINGENCIES, AND CAN AFFORD TO SUFFER A COMPLETE LOSS OF THE
MANAGEMENT LIMITED PARTNER'S INVESTMENT IN THE INTERESTS;
(B)
THE MANAGEMENT LIMITED PARTNER'S KNOWLEDGE
AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS ARE SUCH THAT THE MANAGEMENT
LIMITED PARTNER IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENT
IN THE INTERESTS;
(C)
THE MANAGEMENT LIMITED PARTNER UNDERSTANDS
THAT THE INTERESTS ARE A SPECULATIVE INVESTMENT WHICH INVOLVES A HIGH DEGREE OF
RISK OF LOSS OF MANAGEMENT LIMITED PARTNER'S INVESTMENT THEREIN, THERE ARE
SUBSTANTIAL RESTRICTIONS ON THE TRANSFERABILITY OF THE INTERESTS AND, ON THE
DATE ON WHICH SUCH MANAGEMENT LIMITED PARTNER ACQUIRES SUCH INTERESTS AND FOR AN
INDEFINITE PERIOD FOLLOWING SUCH DATE, THERE WILL BE NO PUBLIC MARKET FOR THE
INTERESTS AND, ACCORDINGLY, IT MAY NOT BE POSSIBLE FOR THE MANAGEMENT LIMITED
PARTNER TO LIQUIDATE THE MANAGEMENT LIMITED PARTNER'S INVESTMENT INCLUDING IN
CASE OF EMERGENCY, IF AT ALL;
(D)
THE TERMS OF THIS AGREEMENT PROVIDE THAT IF
THE MANAGEMENT LIMITED PARTNER CEASES TO PROVIDE SERVICES TO THE PARTNERSHIP AND
ITS AFFILIATES, THE PARTNERSHIP AND ITS AFFILIATES HAVE THE RIGHT TO REPURCHASE
THE INTERESTS AT A PRICE WHICH MAY BE LESS THAN THE FAIR MARKET VALUE THEREOF;
(E)
THE MANAGEMENT LIMITED PARTNER UNDERSTANDS
AND HAS TAKEN COGNIZANCE OF ALL THE RISK FACTORS RELATED TO THE PURCHASE OF THE
INTERESTS AND, OTHER THAN AS SET FORTH IN THIS AGREEMENT, NO REPRESENTATIONS OR
WARRANTIES HAVE BEEN MADE TO THE MANAGEMENT LIMITED PARTNER OR MANAGEMENT
LIMITED PARTNER'S REPRESENTATIVES CONCERNING THE INTERESTS, THE PARTNERSHIP, THE
PARTNERSHIP'S AFFILIATES OR THEIR RESPECTIVE PROSPECTS OR OTHER MATTERS;
(F)
THE MANAGEMENT LIMITED PARTNER HAS BEEN
GIVEN THE OPPORTUNITY TO EXAMINE ALL DOCUMENTS AND TO ASK QUESTIONS OF, AND TO
RECEIVE ANSWERS FROM, THE PARTNERSHIP AND ITS REPRESENTATIVES