Common use of Risks Clause in Contracts

Risks. The Management Securityholder is aware of and understands the following: (a) the Management Securityholder must bear the economic risk of an investment in the Class B Units for an indefinite period of time because, among other things, (A) the Class B Units have not been registered under the Securities Act, and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (B) the Class B Units have not been registered under applicable state securities laws, and, therefore, cannot be sold unless they are registered under applicable state securities laws or an exemption from such registration is available, and (C) there are substantial restrictions on the transferability of the Class B Units under this Agreement, the Plan, the LP Agreement and applicable law, and substantial restrictions on distributions and withdrawals of capital from the Partnership; (b) there is no established market for the Class B Units and no market (public or otherwise) for the Class B Units will develop in the foreseeable future; and (c) except as provided in the LP Agreement, the Management Securityholder has no rights to require that the Class B Units be registered under the Securities Act or the securities laws of any states and the Management Securityholder will not be able to avail itself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act.

Risks. The Management Securityholder Participant is aware of and understands the following: (a) the Management Securityholder Participant must bear the economic risk of an investment in the Class B Incentive Units for an indefinite period of time because, among other things, (Ai) the Class B Incentive Units have not been registered under the Securities Act, and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (Bii) the Class B Incentive Units have not been registered under applicable state securities laws, and, therefore, cannot be sold unless they are registered under applicable state securities laws or an exemption from such registration is available, and (Ciii) there are substantial restrictions on the transferability of the Class B Incentive Units under this Agreement, the Plan, the LP Partnership Agreement and applicable law, and substantial restrictions on distributions and withdrawals of capital from the Partnership; (b) there is no established market for the Class B Incentive Units and no market (public or otherwise) for the Class B Incentive Units will develop in the foreseeable future; and (c) except as provided in the LP Partnership Agreement, the Management Securityholder Participant has no rights to require that the Class B Incentive Units be registered under the Securities Act or the securities laws of any states and the Management Securityholder Participant will not be able to avail itself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act.

Risks. The Management Securityholder Participant is aware of and understands the following: (a) the Management Securityholder Participant must bear the economic risk of an investment in the Class B Units for an indefinite period of time because, among other things, (Ai) the Class B Units have not been registered under the Securities Act, and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (Bii) the Class B Units have not been registered under applicable state securities laws, and, therefore, cannot be sold unless they are registered under applicable state securities laws or an exemption from such registration is available, and (Ciii) there are substantial restrictions on the 81636087V1 NOVEMBER 07, 2019 1:54 PM transferability of the Class B Units under this Agreement, the Plan, the LP Agreement and applicable law, and substantial restrictions on distributions and withdrawals of capital from the PartnershipCompany; (b) there is no established market for the Class B Units and no market (public or otherwise) for the Class B Units will develop in the foreseeable future; and (c) except as provided in the LP Agreement, the Management Securityholder Participant has no rights to require that the Class B Units be registered under the Securities Act or the securities laws of any states and the Management Securityholder Participant will not be able to avail itself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act.

Risks. The Management Securityholder Participant is aware of and understands the following: (a) the Management Securityholder Participant must bear the economic risk of an investment in the Class B Units for an indefinite period of time because, among other things, (Ai) the Class B Units have not been registered under the Securities Act, and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (Bii) the Class B Units have not been registered under applicable state securities laws, and, therefore, cannot be sold unless they are registered under applicable state securities laws or an exemption from such registration is available, and (Ciii) there are substantial restrictions on the 81636080V1 NOVEMBER 07, 2019 1:54 PM transferability of the Class B Units under this Agreement, the Plan, the LP Agreement and applicable law, and substantial restrictions on distributions and withdrawals of capital from the PartnershipCompany; (b) there is no established market for the Class B Units and no market (public or otherwise) for the Class B Units will develop in the foreseeable future; and (c) except as provided in the LP Agreement, the Management Securityholder Participant has no rights to require that the Class B Units be registered under the Securities Act or the securities laws of any states and the Management Securityholder Participant will not be able to avail itself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act.

Risks. The Management Securityholder Participant is aware of and understands the following: (a) the Management Securityholder Participant must bear the economic risk of an investment in the Class B Units for an indefinite period of time because, among other things, (Ai) the Class B Units have not been registered under the Securities Act, and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (Bii) the Class B Units have not been registered under applicable state securities laws, and, therefore, cannot be sold unless they are registered under applicable state securities laws or 81636059V1 NOVEMBER 07, 2019 1:53 PM an exemption from such registration is available, and (Ciii) there are substantial restrictions on the transferability of the Class B Units under this Agreement, the Plan, the LP Agreement and applicable law, and substantial restrictions on distributions and withdrawals of capital from the PartnershipCompany; (b) there is no established market for the Class B Units and no market (public or otherwise) for the Class B Units will develop in the foreseeable future; and (c) except as provided in the LP Agreement, the Management Securityholder Participant has no rights to require that the Class B Units be registered under the Securities Act or the securities laws of any states and the Management Securityholder Participant will not be able to avail itself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act.

Risks. The Management Securityholder Participant is aware of and understands the following: (a) the Management Securityholder Participant must bear the economic risk of an investment in the Class B Units for an indefinite period of time because, among other things, (Ai) the Class B Units have not been registered under the Securities Act, and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (Bii) the Class B Units have not been registered under applicable state securities laws, and, therefore, cannot be sold unless they are registered under applicable state securities laws or an exemption from such registration is available, and (Ciii) there are substantial restrictions on the transferability of the Class B Units under this Agreement, the Plan, the LP LLC Agreement and applicable law, and substantial restrictions on distributions and withdrawals of capital from the PartnershipCompany; (b) there is no established market for the Class B Units and no market (public or otherwise) for the Class B Units will develop in the foreseeable future; and (c) except as provided in the LP LLC Agreement, the Management Securityholder Participant has no rights to require that the Class B Units be registered under the Securities Act or the securities laws of any states and the Management Securityholder Participant will not be able to avail itself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act.