(F)
GRANTEE REPRESENTATIONS; REGISTRATION.
(I)
THE GRANTEE HEREBY REPRESENTS AND
WARRANTS THAT (A) HE OR SHE UNDERSTANDS THAT HE OR SHE IS RESPONSIBLE FOR
CONSULTING HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE
U.S. FEDERAL INCOME TAX LAWS, AND THE TAX LAWS OF ANY STATE, LOCAL OR OTHER
TAXING JURISDICTION TO WHICH THE GRANTEE IS OR BY REASON OF THIS AWARD MAY
BECOME SUBJECT, TO HIS OR HER PARTICULAR SITUATION; (B) THE GRANTEE HAS NOT
RECEIVED OR RELIED UPON BUSINESS OR TAX ADVICE FROM THE COMPANY, THE PARTNERSHIP
OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, CONSULTANTS OR ADVISORS, IN THEIR
CAPACITY AS SUCH; (C) THE GRANTEE PROVIDES SERVICES TO THE PARTNERSHIP ON A
REGULAR BASIS AND IN SUCH CAPACITY HAS ACCESS TO SUCH INFORMATION, AND HAS SUCH
EXPERIENCE OF AND INVOLVEMENT IN THE BUSINESS AND OPERATIONS OF THE PARTNERSHIP,
AS THE GRANTEE BELIEVES TO BE NECESSARY AND APPROPRIATE TO MAKE AN INFORMED
DECISION TO ACCEPT THIS AWARD; (D) LTIP UNITS ARE SUBJECT TO SUBSTANTIAL RISKS;
(E) THE GRANTEE HAS BEEN FURNISHED WITH, AND HAS REVIEWED AND UNDERSTANDS,
INFORMATION RELATING TO THIS AWARD; (F) THE GRANTEE HAS BEEN AFFORDED THE
OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION AS HE OR SHE DEEMED NECESSARY
BEFORE ACCEPTING THIS AWARD; AND (G) THE GRANTEE HAS HAD AN OPPORTUNITY TO ASK
QUESTIONS OF REPRESENTATIVES OF THE PARTNERSHIP AND THE COMPANY, OR PERSONS
ACTING ON THEIR BEHALF, CONCERNING THIS AWARD.
(II)
THE GRANTEE HEREBY ACKNOWLEDGES THAT:
(A) THERE IS NO PUBLIC MARKET FOR
LTIP UNITS OR PARTNERSHIP UNITS INTO WHICH
VESTED LTIP UNITS MAY BE CONVERTED AND NEITHER THE PARTNERSHIP NOR THE COMPANY
HAS ANY OBLIGATION OR INTENTION TO CREATE SUCH A MARKET; (B) SALES OF LTIP UNITS
AND PARTNERSHIP UNITS ARE SUBJECT TO RESTRICTIONS UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS; (C) BECAUSE OF THE RESTRICTIONS ON TRANSFER OR
ASSIGNMENT OF LTIP UNITS AND PARTNERSHIP UNITS SET FORTH IN THE PARTNERSHIP
AGREEMENT AND IN THIS AGREEMENT, THE GRANTEE MAY HAVE TO BEAR THE ECONOMIC RISK
OF HIS OR HER OWNERSHIP OF THE LTIP UNITS COVERED BY THIS AWARD FOR AN
INDEFINITE PERIOD OF TIME; (D) SHARES OF COMMON STOCK ISSUED UNDER THE PLAN IN
EXCHANGE FOR PARTNERSHIP UNITS, IF ANY, ARE EXPECTED TO BE COVERED BY A
REGISTRATION STATEMENT ON FORM S-8 (OR A SUCCESSOR FORM UNDER APPLICABLE
RULES AND REGULATIONS OF THE SECURITIES AND
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EXCHANGE COMMISSION) UNDER THE SECURITIES ACT, TO THE EXTENT THAT THE GRANTEE IS
ELIGIBLE TO RECEIVE SUCH SHARES UNDER THE PLAN AT THE TIME OF SUCH ISSUANCE AND
SUCH REGISTRATION STATEMENT IS THEN EFFECTIVE UNDER THE SECURITIES ACT;
(E) RESALES OF SHARES OF COMMON STOCK ISSUED UNDER THE PLAN IN EXCHANGE FOR
PARTNERSHIP UNITS, IF ANY, SHALL ONLY BE MADE IN COMPLIANCE WITH ALL APPLICABLE
RESTRICTIONS (INCLUDING IN CERTAIN CASES "BLACKOUT PERIODS" FORBIDDING SALES OF
COMPANY SECURITIES) SET FORTH IN THE THEN APPLICABLE COMPANY EMPLOYEE MANUAL OR
INSIDER TRADING POLICY AND IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OR