Common use of Representations, Warranties and Agreements of the Selling Stockholder Clause in Contracts

Representations, Warranties and Agreements of the Selling Stockholder. In addition to the representations, warranties and covenants contained in Section 1, the Selling Stockholder hereby represents, warrants and covenants to the Underwriter as of the date hereof, and as of the Closing Date of the Offering, as follows: (a) This Agreement has each been duly authorized, executed and delivered by the Selling Stockholder and such document constitutes a valid and binding obligation of the Selling Stockholder, enforceable in accordance with its terms. (b) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale of the Warrants by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions on its part contemplated by this Agreement, except such as have been obtained under the Act or the rules and regulations promulgated thereunder, and such as may be required under state securities or blue sky laws or the by-laws and rules of the NASD in connection with the purchase by the Underwriter of the Warrants. (c) The sale of the Warrants by the Selling Stockholder and the performance by the Selling Stockholder of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Selling Stockholder pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or any of its properties is bound or affected, or violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the Selling Stockholder or, if the Selling Stockholder is a corporation, partnership or other entity, the organizational documents of the Selling Stockholder. (d) The Selling Stockholder has, and at the Closing Date will have, good and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever; and, upon delivery of the Warrants and payment therefor, good and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever, will be delivered to the Underwriter. (e) On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Warrants to the Underwriter will be fully paid or provided for by the Selling Stockholder and all laws imposing such taxes will be fully complied with. (f) All information with respect to the Selling Stockholder contained in the Registration Statement, Base Prospectus and Prospectus Supplement or any amendment or supplement thereto complied or will comply in all material respects with all applicable requirements of the Act and rules and regulations promulgated thereunder and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (g) The Selling Stockholder, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Warrants, except as has been previously disclosed in writing to the Underwriter.

Representations, Warranties and Agreements of the Selling Stockholder. In addition to the representations, warranties and covenants contained in Section 1, the The Selling Stockholder hereby represents, warrants and covenants to the Underwriter as of the date hereof, and as of the Closing Date of the Offering, as followsagrees that: (a) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405), relating to the Stock; (b) The Selling Stockholder has, and immediately prior to the Delivery Date on which the Selling Stockholder is selling shares of Stock, the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on the Delivery Date, free and clear of all liens, encumbrances, equities or claims. (c) The Stock to be sold by the Selling Stockholder hereunder is subject to the interest of the Underwriter and the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law or the occurrence of any other event. (d) The Selling Stockholder has full right, power and authority, corporate or otherwise, to enter into this Agreement. (e) This Agreement has each been duly and validly authorized, executed and delivered by or on behalf of the Selling Stockholder. (f) The execution, delivery and performance of this Agreement by the Selling Stockholder and such document constitutes a valid and binding obligation of the Selling Stockholder, enforceable in accordance with its terms. (b) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale of the Warrants by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions on its part contemplated by this Agreement, except such as have been obtained under the Act or the rules and regulations promulgated thereunder, and such as may be required under state securities or blue sky laws or the by-laws and rules of the NASD in connection with the purchase by the Underwriter of the Warrants. (c) The sale of the Warrants by the Selling Stockholder and the performance by the Selling Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Selling Stockholder pursuant to the terms or provisions of, (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract license or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or any of its properties is bound or affectedto which any of the property or assets of the Selling Stockholder is subject, (ii) result in any violation of the provisions of the certificate of formation, partnership agreement (or violate similar organizational documents) of the Selling Stockholder or conflict with (iii) result in any judgment, ruling, decree, violation of any statute or any order, statute, rule or regulation of any court or other governmental agency or body applicable to having jurisdiction over the Selling Stockholder or, if or the Selling Stockholder is a corporation, partnership property or other entity, the organizational documents assets of the Selling Stockholder. (d) The Selling Stockholder has, and at the Closing Date will have, good and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever; and, upon delivery of the Warrants and payment therefor, good and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever, will be delivered to the Underwriter. (e) On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Warrants to the Underwriter will be fully paid or provided for by the Selling Stockholder and all laws imposing such taxes will be fully complied with. (f) All information with respect to the Selling Stockholder contained except in the Registration Statementcase of clauses (i) and (iii) above for any such conflict, Base Prospectus and Prospectus Supplement breach, violation or any amendment default that would not, individually or supplement thereto complied or will comply in all material respects with all applicable requirements of the Act and rules and regulations promulgated thereunder and does not and will not contain any untrue statement of aggregate, have a material fact or omit adverse effect on such Selling Stockholder’s ability to state any material fact required to be stated therein or necessary to make consummate the statements therein not misleadingtransactions contemplated hereby. (g) The Selling StockholderStockholder is not prompted to sell shares of Common Stock by any material information concerning the Company that is not set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (h) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has not entered into any commitment, transaction constituted or other arrangement, including any prepaid forward contract, 10b5-1 plan that could reasonably be expected to cause or similar agreement, which transfers result in the stabilization or may transfer any manipulation of the legal or beneficial ownership or price of any security of the economic consequences of ownership Company to facilitate the sale or resale of the Warrants, except as has been previously disclosed in writing to shares of the UnderwriterStock.

Representations, Warranties and Agreements of the Selling Stockholder. In addition to the representations, warranties and covenants contained in Section 1, the The Selling Stockholder hereby represents, warrants and covenants to the Underwriter as of the date hereof, and as of the Closing Date of the Offering, as followsagrees that: (a) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405), relating to the Stock. (b) The Selling Stockholder has, and immediately prior to the Delivery Date on which the Selling Stockholder is selling shares of Stock, the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on the Delivery Date, free and clear of all liens, encumbrances, equities or claims. (c) The Stock to be sold by the Selling Stockholder hereunder is subject to the interest of the Underwriter and the obligations of the Selling Stockholder hereunder shall not be terminated by any act of the Selling Stockholder, by operation of law or the occurrence of any other event. (d) The Selling Stockholder has full right, power and authority, corporate or otherwise, to enter into this Agreement. (e) This Agreement has each been duly and validly authorized, executed and delivered by or on behalf of the Selling Stockholder. (f) The execution, delivery and performance of this Agreement by the Selling Stockholder and such document constitutes a valid and binding obligation of the Selling Stockholder, enforceable in accordance with its terms. (b) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale of the Warrants by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions on its part contemplated by this Agreement, except such as have been obtained under the Act or the rules and regulations promulgated thereunder, and such as may be required under state securities or blue sky laws or the by-laws and rules of the NASD in connection with the purchase by the Underwriter of the Warrants. (c) The sale of the Warrants by the Selling Stockholder and the performance by the Selling Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Selling Stockholder pursuant to the terms or provisions of, (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract license or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or any of its properties is bound or affectedto which any of the property or assets of the Selling Stockholder is subject, (ii) result in any violation of the provisions of the certificate of formation, partnership agreement (or violate similar organizational documents) of the Selling Stockholder or conflict with (iii) result in any judgment, ruling, decree, violation of any statute or any order, statute, rule or regulation of any court or other governmental agency or body applicable to having jurisdiction over the Selling Stockholder or, if or the Selling Stockholder is a corporation, partnership property or other entity, the organizational documents assets of the Selling Stockholder. (d) The Selling Stockholder has, and at the Closing Date will have, good and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever; and, upon delivery of the Warrants and payment therefor, good and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever, will be delivered to the Underwriter. (e) On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Warrants to the Underwriter will be fully paid or provided for by the Selling Stockholder and all laws imposing such taxes will be fully complied with. (f) All information with respect to the Selling Stockholder contained except in the Registration Statementcase of clauses (i) and (iii) above for any such conflict, Base Prospectus and Prospectus Supplement breach, violation or any amendment default that would not, individually or supplement thereto complied or will comply in all material respects with all applicable requirements of the Act and rules and regulations promulgated thereunder and does not and will not contain any untrue statement of aggregate, have a material fact or omit adverse effect on such Selling Stockholder’s ability to state any material fact required to be stated therein or necessary to make consummate the statements therein not misleadingtransactions contemplated hereby. (g) The Selling StockholderStockholder is not prompted to sell shares of Common Stock by any material information concerning the Company that is not set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (h) The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has not entered into any commitment, transaction constituted or other arrangement, including any prepaid forward contract, 10b5-1 plan that could reasonably be expected to cause or similar agreement, which transfers result in the stabilization or may transfer any manipulation of the legal or beneficial ownership or price of any security of the economic consequences of ownership Company to facilitate the sale or resale of the Warrants, except as has been previously disclosed in writing to shares of the UnderwriterStock.

Representations, Warranties and Agreements of the Selling Stockholder. In addition to the representations, warranties and covenants contained in Section 1, the The Selling Stockholder hereby represents, warrants and covenants to the Underwriter as of the date hereof, and as of the Closing Date of the Offering, as followsagrees that: (a) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) has used or referred to any "free writing prospectus" (as defined in Rule 405) relating to the Stock. (b) The Selling Stockholder has good and valid title to the shares of the Selling Stockholder Stock to be sold by the Selling Stockholder hereunder and, immediately prior to the applicable Delivery Date, the Selling Stockholder will have, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (c) The Selling Stockholder has full right, power and authority, corporate or otherwise, to enter into this Agreement. (d) This Agreement has each been duly and validly authorized, executed and delivered by the Selling Stockholder and such document constitutes a valid and binding obligation Stockholder. (e) The Company is the only direct subsidiary of the Selling Stockholder, enforceable in accordance with its terms. (bf) No consentThe execution, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale delivery and performance of the Warrants this Agreement by the Selling Stockholder or and the consummation by the Selling Stockholder of the transactions on its part contemplated by this Agreement, except such as have been obtained under the Act or the rules and regulations promulgated thereunder, and such as may be required under state securities or blue sky laws or the by-laws and rules of the NASD in connection with the purchase by the Underwriter of the Warrants. (c) The sale of the Warrants by the Selling Stockholder and the performance by the Selling Stockholder of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Selling Stockholder pursuant to the terms or provisions of, (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or to which any of its property or assets is subject, (ii) result in any violation of the provisions of the Certificate of Limited Partnership or the Amended and Restated Limited Partnership Agreement of the Selling Stockholder or (iii) result in any violation of its properties is bound any statute or affected, or violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to having jurisdiction over the Selling Stockholder oror its property or assets, if except in the cases of clauses (i) and (iii) to the extent any such conflict, breach, violation or default would not reasonably be expected to have a material adverse effect on the general affairs, financial position, partners' equity, results of operations, properties or business of the Selling Stockholder is and its subsidiaries taken as a corporation, partnership or other entity, the organizational documents of the Selling Stockholder. (d) The Selling Stockholder has, and at the Closing Date will have, good and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoeverwhole; and, upon delivery except for (A) the registration of the Warrants and payment thereforStock under the Securities Act, good and marketable title to (B) the Warrants, free and clear authorization by the FERC of all liens, encumbrances, equities or claims whatsoever, will be delivered to the Underwriter. (e) On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid a disposition of jurisdictional facilities in connection with the sale and transfer of the Warrants shares of Stock contemplated in this Agreement pursuant to Section 203 of the Underwriter will Federal Power Act and (C) such consents, approvals, authorizations, registrations or qualifications as may be fully paid required under (I) the Exchange Act and (II) applicable state or provided foreign securities laws, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and all laws imposing such taxes will be fully complied withthe consummation by the Selling Stockholder of the transactions contemplated hereby. (fg) All information with respect The Registration Statement and the Prospectus and any further amendments or supplements to the Selling Stockholder contained in Registration Statement or the Prospectus do not and will not, as of the applicable effective date (as to the Registration Statement, Base Statement and any amendment thereto) and as of its date and as of the applicable Delivery Date (as to the Prospectus and Prospectus Supplement or any amendment or supplement thereto complied or will comply in all material respects with all applicable requirements of the Act and rules and regulations promulgated thereunder and does not and will not thereto) contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; provided that this paragraph (g) shall apply to the Selling Stockholder only to the extent that the statements or omissions from the Registration Statement or the Prospectus were made in reliance upon and in conformity with written information relating to the Selling Stockholder provided by the Selling Stockholder to the Company specifically for inclusion therein. (gh) The Neither the Selling Stockholder nor, to the Selling Stockholder's knowledge, any person acting on its behalf (other than the Underwriters) has taken and the Selling Stockholder will not take, directly or indirectly, any action that is designed to or has not entered into any commitment, transaction constituted or other arrangement, including any prepaid forward contract, 10b5-1 plan would reasonably have been expected to cause or similar agreement, which transfers result in stabilization or may transfer any manipulation of the legal or beneficial ownership or price of any security of the economic consequences of ownership Company or its subsidiaries in connection with the sale or resale of the Warrants, except as has been previously disclosed in writing to the UnderwriterStock.

Representations, Warranties and Agreements of the Selling Stockholder. In addition to the representations, warranties and covenants contained in Section 1, the The Selling Stockholder hereby represents, warrants and covenants to the Underwriter as of the date hereof, and as of the Closing Date of the Offering, as followsagrees that: (a) This The Selling Stockholder has, and immediately prior to each Delivery Date (as defined in Section 5 hereof) the Selling Stockholder will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Stockholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement has each been duly authorized, executed and delivered by the Selling Stockholder and such document constitutes a valid and binding obligation of the Selling Stockholder, enforceable in accordance with its terms. (b) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale of the Warrants by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions on its part contemplated by this Agreement, except such as have been obtained under the Act or the rules and regulations promulgated thereunder, and such as may be required under state securities or blue sky laws or the by-laws and rules of the NASD in connection with the purchase by the Underwriter of the Warrants. (c) The sale of the Warrants by the Selling Stockholder and the performance by the Selling Stockholder of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Selling Stockholder pursuant to the terms or provisions of, conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any material indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or any of its properties is bound or affectedto which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the constituent documents of the Selling Stockholder or violate any statute or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to having jurisdiction over the Selling Stockholder or, if or the Selling Stockholder is a corporation, partnership property or other entity, the organizational documents assets of the Selling Stockholder. (d) The Selling Stockholder has, and at the Closing Date will have, good and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever; and, upon delivery except for the registration of the Warrants Stock under the Securities Act and payment thereforsuch consents, good approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever, will be delivered to the Underwriter. (e) On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid applicable state securities laws in connection with the sale purchase and transfer distribution of the Warrants to Stock by the Underwriter will be fully paid Underwriters, no consent, approval, authorization or provided order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and all laws imposing such taxes will be fully complied withthe consummation by the Selling Stockholder of the transactions contemplated hereby. (fc) All information with respect To the knowledge of the Selling Stockholder, the Registration Statement and the Prospectus and any further amendments or supplements to the Selling Stockholder contained in Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable effective date (as to the Registration Statement, Base Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and Prospectus Supplement or any amendment or supplement thereto complied or will comply in all material respects with all applicable requirements of the Act and rules and regulations promulgated thereunder and does not and will not thereto) contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (gd) The Selling StockholderStockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct. (e) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has not entered into any commitment, transaction constituted or other arrangement, including any prepaid forward contract, 10b5-1 plan which might reasonably be expected to cause or similar agreement, which transfers result in the stabilization or may transfer any manipulation of the legal or beneficial ownership or price of any security of the economic consequences of ownership Company to facilitate the sale or resale of the Warrantsshares of the Stock. (f) Neither the Selling Stockholder nor any affiliate of the Selling Stockholder directly, except or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association (within the meaning of the Conduct Rules of the National Association of Securities Dealers, Inc.) with, any member firm of the National Association of Securities Dealers participating in this offering as has been previously disclosed in writing to the an Underwriter.

Representations, Warranties and Agreements of the Selling Stockholder. In addition to the representations, warranties and covenants contained in Section 1, the The Selling Stockholder hereby represents, warrants and covenants to the Underwriter as of the date hereof, and as of the Closing Date of the Offering, as followsagrees that: (a) This Agreement The Selling Stockholder has, and immediately prior to the Delivery Date, will have, good and valid title to the shares of Stock to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (b) The Selling Stockholder has each been full right, power and authority to enter into, and has duly authorized, executed and delivered delivered, this Agreement; the execution, delivery and performance of this Agreement by the Selling Stockholder and such document constitutes a valid and binding obligation of the Selling Stockholder, enforceable in accordance with its terms. (b) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale of the Warrants by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions on its part contemplated by this Agreement, except such as have been obtained under the Act or the rules and regulations promulgated thereunder, and such as may be required under state securities or blue sky laws or the by-laws and rules of the NASD in connection with the purchase by the Underwriter of the Warrants. (c) The sale of the Warrants by the Selling Stockholder and the performance by the Selling Stockholder of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Selling Stockholder pursuant to the terms or provisions of, conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any material indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or any of its properties is bound or affectedto which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the provisions of the constituent documents of the Selling Stockholder or violate any statute or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to having jurisdiction over the Selling Stockholder or, if or the Selling Stockholder is a corporation, partnership property or other entity, the organizational documents assets of the Selling Stockholder. (d) The Selling Stockholder has, and at the Closing Date will have, good and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever; and, upon delivery except for the registration of the Warrants Stock under the Securities Act and payment thereforsuch consents, good approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever, will be delivered to the Underwriter. (e) On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid applicable state securities laws in connection with the sale purchase and transfer distribution of the Warrants to Stock by the Underwriter will be fully paid Underwriter, no consent, approval, authorization or provided order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and all laws imposing such taxes will be fully complied withthe consummation by the Selling Stockholder of the transactions contemplated hereby. (fc) All information with respect To the knowledge of the Selling Stockholder, the Registration Statement and the Prospectus and any further amendments or supplements to the Selling Stockholder contained in Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not and will not, as of the applicable effective date (as to the Registration Statement, Base Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and Prospectus Supplement or any amendment or supplement thereto complied or will comply in all material respects with all applicable requirements of the Act and rules and regulations promulgated thereunder and does not and will not thereto) contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in light of the circumstances in which they were made); provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for inclusion therein. (gd) The Selling StockholderStockholder has no reason to believe that the representations and warranties of the Company contained in Section 1 hereof are not materially true and correct. (e) The Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has not entered into any commitment, transaction constituted or other arrangement, including any prepaid forward contract, 10b5-1 plan which might reasonably be expected to cause or similar agreement, which transfers result in the stabilization or may transfer any manipulation of the legal or beneficial ownership or price of any security of the economic consequences of ownership Company to facilitate the sale or resale of the Warrantsshares of the Stock. (f) Neither the Selling Stockholder nor any affiliate of the Selling Stockholder directly, except or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, or has any other association (within the meaning of the Conduct Rules of the National Association of Securities Dealers, Inc.) with, any member firm of the National Association of Securities Dealers, Inc. participating in this offering as has been previously disclosed in writing to the an Underwriter.

Representations, Warranties and Agreements of the Selling Stockholder. In addition to the representations, warranties and covenants contained in Section 1, the The Selling Stockholder hereby represents, warrants and covenants to the Underwriter as of the date hereof, and as of the Closing Date of the Offering, as followsagrees that: (a) This The Selling Stockholder owns, and immediately prior to the First Delivery Date, the Selling Stockholder will own the Shares to be sold by the Selling Stockholder on such date free and clear of all adverse claims (within the meaning of Section 8-302 of the Uniform Commercial Code as in effect in the State of New York) and upon delivery of such Shares and payment therefor pursuant hereto, the several Underwriters will own such Shares, free and clear of all adverse claims assuming the Underwriters purchased such Shares pursuant to this Agreement in good faith and without notice of such adverse claim. (b) The Selling Stockholder has each been duly authorizedcorporate power and authority to enter into this Agreement; the execution, executed delivery and delivered performance of this Agreement by the Selling Stockholder and such document constitutes a valid and binding obligation of the Selling Stockholder, enforceable in accordance with its terms. (b) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale of the Warrants by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions on its part contemplated by this Agreement, except such as have been obtained under the Act or the rules and regulations promulgated thereunder, and such as may be required under state securities or blue sky laws or the by-laws and rules of the NASD in connection with the purchase by the Underwriter of the Warrants. (c) The sale of the Warrants by the Selling Stockholder and the performance by the Selling Stockholder of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Selling Stockholder pursuant to the terms or provisions of, conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or any of its properties is bound or affectedto which any of the property or assets of the Selling Stockholder is subject, nor will such actions result in any violation of the charter or violate by-laws of the Selling Stockholder or conflict with any judgment, ruling, decree, statute or any order, statute, rule or regulation of any court or other governmental agency or body applicable to having jurisdictions over the Selling Stockholder or, if or the Selling Stockholder is a corporation, partnership property or other entity, the organizational documents assets of the Selling Stockholder. (d) The Selling Stockholder has, and at the Closing Date will have, good and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever; and, upon delivery except for the registration of the Warrants Shares under the Securities Act and payment thereforsuch consents, good approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoever, will be delivered to the Underwriter. (e) On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid applicable state securities laws in connection with the sale purchase and transfer distribution of the Warrants to Shares by the Underwriter will be fully paid Underwriters, no consent, approval, authorization or provided order of, or filing or registration with, any such court or governmental agency or body is required by the Selling Stockholder for the execution, delivery and performance of this Agreement by the Selling Stockholder and all laws imposing such taxes will be fully complied withthe consummation by the Selling Stockholder of the transactions contemplated hereby. (fc) All information with respect to To the Selling Stockholder contained extent that any statements or omissions made in the Registration Statement, Base any Preliminary Prospectus, the Prospectus and Prospectus Supplement or any amendment or supplement thereto complied are made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder in its capacity as Selling Stockholder expressly for use therein, such Preliminary Prospectus and the Registration Statement did not, and the Prospectus and any further amendments or will comply in all material respects with all applicable requirements supplements to the Registration Statement and the Prospectus, as of the Act applicable Effective Date and rules as of the applicable filing date (as to the Prospectus and regulations promulgated thereunder and does not and any amendment or supplement thereto), will not not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (gd) The Selling StockholderStockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has not entered into any commitment, transaction constituted or other arrangement, including any prepaid forward contract, 10b5-1 plan which might reasonably be expected to cause or similar agreement, which transfers result in the stabilization or may transfer any manipulation of the legal or beneficial ownership or price of any security of the economic consequences of ownership Company to facilitate the sale or resale of the Warrants, except as has been previously disclosed in writing to the UnderwriterShares.

Representations, Warranties and Agreements of the Selling Stockholder. In addition to the representations, warranties and covenants contained in Section 1, the The Selling Stockholder hereby represents, warrants and covenants to the Underwriter as of the date hereof, and as of the Closing Date of the Offering, as followsagrees that: (a) The Selling Stockholder has good and valid title to the shares of the Selling Stockholder Stock to be sold by the Selling Stockholder hereunder and, immediately prior to the applicable Delivery Date, the Selling Stockholder will have, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims; and upon delivery of such shares and payment therefor pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) The Selling Stockholder has full right, power and authority, corporate or otherwise, to enter into this Agreement. (c) This Agreement has each been duly and validly authorized, executed and delivered by the Selling Stockholder and such document constitutes a valid and binding obligation Stockholder. (d) The Company is the only direct subsidiary of the Selling Stockholder, enforceable in accordance with its terms. (be) No consentThe execution, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale delivery and performance of the Warrants this Agreement by the Selling Stockholder or and the consummation by the Selling Stockholder of the transactions on its part contemplated by this Agreement, except such as have been obtained under the Act or the rules and regulations promulgated thereunder, and such as may be required under state securities or blue sky laws or the by-laws and rules of the NASD in connection with the purchase by the Underwriter of the Warrants. (c) The sale of the Warrants by the Selling Stockholder and the performance by the Selling Stockholder of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Selling Stockholder pursuant to the terms or provisions of, (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or to which any of its property or assets is subject, (ii) result in any violation of the provisions of the Certificate of Limited Partnership or the Amended and Restated Limited Partnership Agreement of the Selling Stockholder or (iii) result in any violation of its properties is bound any statute or affected, or violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to having jurisdiction over the Selling Stockholder oror its property or assets, if except in the cases of clauses (i) and (iii) to the extent any such conflict, breach, violation or default would not reasonably be expected to have a material adverse effect on the general affairs, financial position, partners’ equity, results of operations, properties or business of the Selling Stockholder is and its subsidiaries taken as a corporation, partnership or other entity, the organizational documents of the Selling Stockholder. (d) The Selling Stockholder has, and at the Closing Date will have, good and marketable title to the Warrants, free and clear of all liens, encumbrances, equities or claims whatsoeverwhole; and, upon delivery except for (A) the registration of the Warrants and payment thereforStock under the Securities Act, good and marketable title to (B) the Warrants, free and clear authorization by the FERC of all liens, encumbrances, equities or claims whatsoever, will be delivered to the Underwriter. (e) On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid a disposition of jurisdictional facilities in connection with the sale and transfer of the Warrants shares of Stock contemplated in this Agreement pursuant to Section 203 of the Underwriter will Federal Power Act and (C) such consents, approvals, authorizations, registrations or qualifications as may be fully paid required under (I) the Exchange Act, (II) applicable state or provided foreign securities laws and (III) the review of the transaction by the NASD in connection with the purchase and sale of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder and all laws imposing such taxes will be fully complied withthe consummation by the Selling Stockholder of the transactions contemplated hereby. (f) All information with respect The Registration Statement and the Prospectus and any further amendments or supplements to the Selling Stockholder contained in Registration Statement or the Prospectus do not and will not, as of the applicable effective date (as to the Registration Statement, Base Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and Prospectus Supplement or any amendment or supplement thereto complied or will comply in all material respects with all applicable requirements of the Act and rules and regulations promulgated thereunder and does not and will not thereto) contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; provided that this paragraph (f) shall apply to the Selling Stockholder only to the extent that the statements or omissions from the Registration Statement or the Prospectus were made in reliance upon and in conformity with written information relating to the Selling Stockholder provided by the Selling Stockholder to the Company specifically for inclusion therein. (g) The Neither the Selling Stockholder nor, to the Selling Stockholder’s knowledge, any person acting on its behalf (other than the Underwriters) has taken and the Selling Stockholder will not take, directly or indirectly, any action that is designed to or has not entered into any commitment, transaction constituted or other arrangement, including any prepaid forward contract, 10b5-1 plan would reasonably have been expected to cause or similar agreement, which transfers result in stabilization or may transfer any manipulation of the legal or beneficial ownership or price of any security of the economic consequences of ownership Company or its subsidiaries in connection with the sale or resale of the Warrants, except as has been previously disclosed in writing to the UnderwriterStock.