Common use of Representations of Dealer Clause in Contracts

Representations of Dealer. Dealer, as of the date hereof and as of the Closing Date, is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in the Purchased Units and the Exchange Shares, as applicable. Dealer is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities laws. Dealer has been advised and understands that (i) neither the Purchased Units nor the Exchange Shares have been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act) and (ii) the Purchased Units may only be transferred in accordance with the provisions of the Partnership Agreement.