Common use of Matters Relating to Acquisition of the Equity Consideration Clause in Contracts

Matters Relating to Acquisition of the Equity Consideration. Contributor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Equity Consideration and is capable of bearing the economic risk of such investment. Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. Contributor is acquiring the Equity Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the Equity Consideration. Contributor does not have any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person with respect to the Equity Consideration. Contributor acknowledges and understands that (i) the acquisition of the Equity Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) the Equity Consideration will, upon such acquisition, be characterized as “restricted securities” under state and federal securities laws. Contributor agrees that the Equity Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities laws. Contributor acknowledges and agrees that the Equity Consideration will, when issued and if evidenced by a certificate, include the restrictive legend specified in Section 4.8(d) of the Partnership Agreement.