contracts, understandings or commitments between Grantee, on the one hand, and the Company, any member, manager, officer, agent, Grantee or Affiliate of the Company, on the other hand, with respect to Grantees investment in the Restricted Units, (iii) in entering into this transaction Grantee is not relying upon any information, other than that contained in the LLC Agreement, this Agreement and the results of Grantees own independent investigation, (iv) Grantees financial situation is such that Grantee can afford to hold the Restricted Units for an indefinite period of time, has adequate means for providing for Grantees current needs and personal contingencies, and can afford the eventuality that the Restricted Units may ultimately have no value, (v) the future value of the Restricted Units is speculative, and (vi) Grantees investment in the Restricted Units is subject to dilution by the issuance of additional Units by the Company and Grantee is not entitled to any preemptive, tag-along, information or other minority investor rights with respect to the Restricted Units, other than as expressly set forth in the LLC Agreement or as otherwise provided under applicable law.
(e) Grantee is fully informed and aware of the circumstances under which the Restricted Units must be held and the restrictions upon the resale of the Restricted Units under the Securities Act and any applicable state securities laws. Grantee understands that the Restricted Units have not been registered under the Securities Act and, therefore, cannot be sold unless they are registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available, that the availability of an exemption may depend on factors over which Grantee has no control, that unless so registered or exempt from registration the Restricted Units may be required to be held for an indefinite period and that the reliance of the Company and others upon the exemptions from registration is predicated in part upon this representation and warranty. Grantee understands that an exemption from registration is not presently available pursuant to Rule 144 promulgated under the Securities Act, that there is no assurance that such exemption will ever become available to Grantee and that even if it were to become available, sales pursuant to Rule 144 would be limited in amount and could only be made in full compliance with the provisions of Rule 144.
(f) Grantee has received and reviewed the LLC Agreement, a copy of which is attached hereto as Exhibit B.
(g) Grantee has full authority to enter into this Agreement and the LLC Agreement and to perform Grantees obligations hereunder and thereunder. This Agreement has been, and the LLC Agreement, upon the execution and delivery of the counterpart signature page referred to in Section 22 below, will have been, duly and validly executed and delivered by Grantee and constitute and/or will constitute legal, valid and binding obligations of Grantee, enforceable against Grantee in accordance with their terms, subject, as to the enforcement of remedies, to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors and general principles of equity. The execution, delivery and performance of this Agreement and the LLC Agreement does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Grantee is a party or any judgment, order, decree or law to which Grantee is subject.
(h) Grantee understands that the Companys agreement to grant Restricted Units to Grantee is predicated, in part, on the representations, warranties and covenants of Grantee contained herein.