ANY OTHER PERSON, IS NECESSARY, ON THE PART OF SUCH PARTNER TO PERFORM ITS
OBLIGATIONS HEREUNDER OR TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE BY
SUCH PARTNER OF ITS OBLIGATIONS HEREUNDER, EXCEPT WHERE SUCH CONSENT, APPROVAL,
PERMIT, LICENSE, ORDER, AUTHORIZATION, FILING OR NOTICE WOULD NOT REASONABLY BE
EXPECTED TO, INDIVIDUALLY OR IN THE AGGREGATE, HAVE AN ADVERSE EFFECT ON SUCH
PARTNER'S ABILITY TO SATISFY ITS OBLIGATIONS HEREUNDER OR 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 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").
20
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