Common use of GRANTEE’S REPRESENTATIONS AND WARRANTIES Clause in Contracts

GRANTEE’S REPRESENTATIONS AND WARRANTIES. In connection with the grant of the Units hereunder, the Grantee hereby represents and warrants to the Company that: (a) The Grantee is acquiring the Units hereunder for the Grantee’s own account with the present intention of holding such securities for investment purposes and that the Grantee has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. The Grantee acknowledges that the Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Units will be issued to the Grantee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on the Grantee’s representations and agreements contained herein. (b) The Grantee acknowledges that the Units are subject to the terms and provisions of the LLC Agreement, and acknowledges and consents to be bound by such terms and provisions with respect to the Units, including, without limitation, the applicable provisions set forth in Article III (including the call rights), Article VIII (including the restrictions on transfers), and Article X (including the take-along rights) of the LLC Agreement. (c) The Grantee is not entitled to any preemptive rights set forth in Article XII of the LLC Agreement. (d) The Grantee is employed by or otherwise provides services to or for the benefit of the Company. (e) The Grantee has had an opportunity to ask the Company and its representatives questions and receive answers thereto concerning the terms and conditions of the Units to be acquired by the Grantee hereunder and has had full access to such other information concerning the Company as the Grantee may have requested in making the Grantee’s decision to acquire the Units being issued hereunder. (f) The Grantee will not sell or otherwise transfer, assign, convey, exchange, mortgage, pledge, grant or hypothecate any Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any such transfer of Units by the Grantee or subsequent holders of Units will be in compliance with the provisions of this Agreement, the Plan and the LLC Agreement. (g) The Grantee has all requisite legal capacity to carry out the transactions contemplated by this Agreement, the Plan and the LLC Agreement, and the execution, delivery and performance by the Grantee of this Agreement, the Plan and the LLC Agreement and all other agreements contemplated hereby and thereby to which the Grantee is a party have been duly authorized by the Grantee. (h) The Grantee has only relied on the advice of, or has consulted with, the Grantee’s own legal, financial and tax advisors, and the determination of the Grantee to acquire the Units pursuant to this Agreement has been made by the Grantee independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a holder of Units.

GRANTEE’S REPRESENTATIONS AND WARRANTIES. In connection with the grant of the Units hereunder, the Grantee hereby represents and warrants to the Company that: (a) The Grantee is acquiring the Units hereunder for the Grantee’s own account with the present intention of holding such securities for investment purposes and that the Grantee has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. The Grantee acknowledges that the Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Units will be issued to the Grantee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on the Grantee’s representations and agreements contained herein. (b) The Grantee acknowledges that the Units are subject to the terms and provisions of the LLC Agreement, and acknowledges and consents to be bound by such terms and provisions with respect to the Units, including, without limitation, the applicable provisions set forth in Article III (including the call rights), Article VIII (including the restrictions on transfers), and Article X (including the take-along rights) of the LLC Agreement. (c) The Grantee is not entitled to any preemptive rights set forth in Article XII of the LLC Agreement. (d) The Grantee is employed by or otherwise provides services to or for the benefit of the Company. (e) The Grantee has had an opportunity to ask the Company and its representatives questions and receive answers thereto concerning the terms and conditions of the Units to be acquired by the Grantee hereunder and has had full access to such other information concerning the Company as the Grantee may have requested in making the Grantee’s decision to acquire the Units being issued hereunder. (fd) The Grantee will not sell or otherwise transfer, assign, convey, exchange, mortgage, pledge, grant or hypothecate any Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any such transfer of Units by the Grantee or subsequent holders of Units will be in compliance with the provisions of this Agreement, the Plan Agreement and the LLC Agreement. (ge) The Grantee has all requisite legal capacity to carry out the transactions contemplated by this Agreement, the Plan Agreement and the LLC Agreement, and the execution, delivery and performance by the Grantee of this Agreement, the Plan Agreement and the LLC Agreement and all other agreements contemplated hereby and thereby to which the Grantee is a party have been duly authorized by the Grantee. (hf) The Grantee has only relied on the advice of, or has consulted with, the Grantee’s own legal, financial and tax advisors, and the determination of the Grantee to acquire the Units pursuant to this Agreement has been made by the Grantee independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a holder of Units.

GRANTEE’S REPRESENTATIONS AND WARRANTIES. In connection with the grant of the Units hereunder, the Grantee hereby represents and warrants to the Company that: (a) The Grantee is acquiring the Units hereunder for the Grantee’s own account with the present intention of holding such securities for investment purposes and that the Grantee has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state or foreign securities laws. The Grantee acknowledges that the Units have not been registered under the Securities Act or applicable state or foreign securities laws and that the Units will be issued to the Grantee in reliance on exemptions from the registration requirements of the Securities Act and applicable state and foreign statutes and in reliance on the Grantee’s representations and agreements contained herein. (b) The Grantee acknowledges that the Units are subject to the terms and provisions of the LLC Agreement, and acknowledges and consents to be bound by such terms and provisions with respect to the Units, including, without limitation, the applicable provisions set forth in Article III (including the call rights), ) and Article VIII (including the restrictions on transfers), transfers and Article X (including the takedrag-along rights) of the LLC Agreement. (c) The Grantee is not entitled to any preemptive rights set forth in Article XII of the LLC Agreement. (d) The Grantee is employed by or otherwise provides services to or for the benefit of the Company. (ed) The Grantee has had an opportunity to ask the Company and its representatives questions and receive answers thereto concerning the terms and conditions of the Units to be acquired by the Grantee hereunder and has had full access to such other information concerning the Company as the Grantee may have requested in making the Grantee’s decision to acquire the Units being issued hereunder. (fe) The Grantee will not sell or otherwise transfer, assign, convey, exchange, mortgage, pledge, grant or hypothecate any Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any such transfer of Units by the Grantee or subsequent holders of Units will be in compliance with the provisions of this Agreement, the Plan and the LLC Agreement. (gf) The Grantee has all requisite legal capacity to carry out the transactions contemplated by this Agreement, the Plan and the LLC Agreement, and the execution, delivery and performance by the Grantee of this Agreement, the Plan and the LLC Agreement and all other agreements contemplated hereby and thereby to which the Grantee is a party have been duly authorized by the Grantee. (hg) The Grantee has only relied on the advice of, or has consulted with, the Grantee’s own legal, financial and tax advisors, and the determination of the Grantee to acquire the Units pursuant to this Agreement has been made by the Grantee independent of any statements or opinions as to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which that may have been made or given by any other Person (including all Persons acquiring Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a holder of Units.

GRANTEE’S REPRESENTATIONS AND WARRANTIES. In connection with the grant of the Units hereunderAs used in this Section, the “Company” includes the Company and its affiliates. 8.1. The Grantee hereby represents and warrants to the Company that: warrant that (a) The the Grantee is acquiring either a qualified institutional buyer (as defined in Rule 144A under the Units hereunder Securities Act), an institutional “accredited investor” within the meaning of Rule 501(a)(1), 501(a)(2), 501(a)(3), 501(a)(7) or 501(a)(8) under the Securities Act, or an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; (b) the acquisition of Award Shares pursuant to this Agreement will be for the Grantee’s own account with the present intention of holding such securities for investment purposes and that account; (c) the Grantee has no intention such knowledge and experience in financial and business matters that it is capable of selling such securities evaluating the merits and risks of an investment in the Award Shares and is able to bear the economic risks of and an entire loss of the Grantee’s investment in the Award Shares; (d) the Grantee is not acquiring the Award Shares with a view to any distribution thereof in a public distribution in violation transaction that would violate the Securities Act or the securities laws of any State of the federal securities laws United States or any other applicable state or foreign securities laws. The jurisdiction; (e) the Grantee acknowledges that the Units Award Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act or applicable state or foreign securities laws and that the Units will Award Shares may not be issued offered, sold pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (i) to the Grantee in reliance on exemptions Company, (ii) pursuant to a registration statement which has become effective under the Securities Act or (iii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act and applicable state and foreign statutes and that prior to the registration of any transfer in reliance on accordance with (ii) or (iii) above, the Grantee’s representations and agreements contained herein. (b) The Grantee acknowledges Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the Units are subject to the terms and provisions of the LLC Agreement, and acknowledges and consents to be bound by such terms and provisions with respect to the Units, including, without limitation, the applicable provisions set forth in Article III (including the call rights), Article VIII (including the restrictions on transfers), and Article X (including the take-along rights) of the LLC Agreement. (c) The Grantee proposed transfer is not entitled to any preemptive rights set forth in Article XII of the LLC Agreement. (d) The Grantee is employed by or otherwise provides services to or for the benefit of the Company. (e) The Grantee has had an opportunity to ask the Company and its representatives questions and receive answers thereto concerning the terms and conditions of the Units to be acquired by the Grantee hereunder and has had full access to such other information concerning the Company as the Grantee may have requested in making the Grantee’s decision to acquire the Units being issued hereunder. (f) The Grantee will not sell or otherwise transfer, assign, convey, exchange, mortgage, pledge, grant or hypothecate any Units without registration under the Securities Act (and any applicable federal, state and foreign securities laws) or an exemption therefrom, and provided there exists such a registration or exemption, any such transfer of Units by the Grantee or subsequent holders of Units will be made in compliance with the provisions of this Agreement, the Plan Securities Act and the LLC Agreement. (g) The Grantee has all requisite legal capacity to carry out the transactions contemplated by this Agreement, the Plan and the LLC Agreementapplicable state securities laws, and that the execution, delivery and performance by the Grantee of this Agreement, the Plan and the LLC Agreement and all other agreements contemplated hereby and thereby to which the Grantee is Award Shares will bear a party have been duly authorized by the Grantee. (h) The Grantee has only relied on the advice of, or has consulted with, the Grantee’s own legal, financial and tax advisors, and the determination of the Grantee to acquire the Units pursuant to this Agreement has been made by the Grantee independent of any statements or opinions as legend to the advisability of such acquisition or as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other Person (including all Persons acquiring Units on the date hereof) or by any agent or employee of such Person and independent of the fact that any other Person has decided to become a holder of Unitsforegoing effect.