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LLC, a Delaware limited liability company (Holdings); WHEREAS, Seller is the legal and beneficial owner of that number of Class A voting units in Holdings issued pursuant to the LLC Agreement listed opposite its name on Annex A hereto (collectively, the Transferred Interests); and WHEREAS, Seller desi

s interest in the Transferred Interests will be sold and transferred to Purchaser as provided herein. Seller's records will reflect the transfer of the Transferred Interests to Purchaser as a sale. 4. REPRESENTATIONS AND WARRANTIES 4.1 Representations of Seller To induce Purchaser to enter into this Agreement, Seller represents a

of the LLC Agreement, (b) you do not wish or intend to purchase any of the Class A Voting Units and (c) you wish and intend to sell your interest in Holdings. 8. Miscellaneous. The terms of this letter and the Transaction shall be governed by and construed in accordance with the laws of the State of New

s interest in the Transferred Interests will be sold and transferred to Purchaser as provided herein. Seller's records will reflect the transfer of the Transferred Interests to Purchaser as a sale. 4. REPRESENTATIONS AND WARRANTIES 4.1 Representations of Seller To induce Purchaser to enter into this Agreement, Seller represents a

LCC, a Delaware limited liability company (Holdings); WHEREAS, Seller is the legal and beneficial owner of that number of Class A voting units in Holdings issued pursuant to the LLC Agreement listed opposite its name on Annex A hereto (collectively, the Transferred Interests); and WHEREAS, Seller desi

s interest in the Transferred Interests will be sold and transferred to Purchaser as provided herein. Seller's records will reflect the transfer of the Transferred Interests to Purchaser as a sale. 4. REPRESENTATIONS AND WARRANTIES 4.1 Representations of Seller To induce Purchaser to enter into this Agreement, Seller represents a