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

Representations, Warranties and Agreements of the Selling Unitholder. The Selling Unitholder represents, warrants and agrees that: (a) The Selling Unitholder has, and immediately prior to the applicable Delivery Date, will have, good and valid title to the Firm Units to be sold by the Selling Unitholder and the Option Units on such date, free and clear of all liens, encumbrances, equities or claims other than such as exist under and as a result of the pledge of the Firm Units and Option Units to secure indebtedness outstanding, interest and other obligations under the Credit Agreement dated as of June 17, 2003 among the Selling Unitholder, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, Xxxxxx Brothers Inc., as exclusive advisor, sole lead arranger and sole bookrunner, Xxxxxx Brothers Commercial Paper Inc., as syndication agent and Xxxxxx Brothers Commercial Paper Inc., as administrative agent (the “Selling Unitholder Credit Agreement Permitted Liens”); and upon delivery of such Firm Units and Option Units, if any, and payment therefor pursuant hereto and thereto, good and valid title to such Firm Units and Option Units, if any, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) (i) The Selling Unitholder has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act, and has full partnership power and authority to enter into this Agreement; (ii) the execution, delivery and performance of this Agreement by the Selling Unitholder and the consummation by the Selling Unitholder of the transactions contemplated hereby (A) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Unitholder is a party or by which the Selling Unitholder is bound or to which any of the property or assets of the Selling Unitholder is subject, (B) will not result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Unitholder, or (C) will not violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Unitholder or the property or assets of the Selling Unitholder, in the case of clauses (ii)(A) and (ii)(C), which such conflicts, breaches, violations or defaults would have a material adverse effect on the condition (financial or other), business, prospectus, properties, securityholders’ equity or results of operations of the Selling Unitholder; and (iii) except for the registration of the Firm Units to be sold by the Selling Unitholder and the Option Units, if any, under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications (A) as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Firm Units to be sold by the Selling Unitholder to the Underwriters, (B) as have been obtained or made or (C) if not so obtained or made, would not have a material adverse effect on the condition (financial or other), business, prospects, properties, securityholders’ equity or results f operations of the Selling Unitholder, 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 Unitholder and the consummation by the Selling Unitholder of the transactions contemplated hereby and thereby. (c) This Agreement has been duly authorized, executed and delivered by the Selling Unitholder and is valid and binding agreement of the Selling Unitholder, enforceable in accordance with its terms, provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Registration Statement relating to the Firm Units and the Option Units to be sold by the Selling Unitholder and the Prospectus and any further amendments or supplements to such 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 such Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances under which the statements were made); provided, however, (i) that the representation and warranty in this Section 2(d) shall only apply as to written information furnished to the Partnership or the Underwriters by the Selling Unitholder directly or through the Selling Unitholder’s representatives, specifically for inclusion therein and (ii) that no representation or warranty is made as to information contained in or omitted from such Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (e) The Selling Unitholder (i) is familiar with the Registration Statement relating to the Firm Units and the Option Units, if any, to be sold by the Selling Unitholder and the Prospectus (as amended or supplemented), (ii) has no knowledge, and its general partner has no knowledge, of any material fact, condition or information not disclosed in such Registration Statement, as of the Effective Date thereof, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect the business of any Partnership Entity, and (iii) is not prompted to sell Units by any information concerning any of the Partnership Entities which is not set forth in the Registration Statement and the Prospectus. (f) The Selling Unitholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (g) Each certificate signed by or on behalf of the Selling Unitholder and delivered to the Underwriters or counsel for the Underwriters pursuant to this Agreement shall be deemed to be a representation and warranty by the Selling Unitholder to the Underwriters as to the matters covered thereby. (h) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Selling Unitholder and any person that would give rise to a valid claim against such Selling Unitholder, any Partnership Entity or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

Representations, Warranties and Agreements of the Selling Unitholder. The Selling Unitholder represents, warrants and agrees that: (a) The Selling Unitholder has, and immediately prior to the applicable Delivery Date, will have, good and valid title to the Firm Units to be sold by the Selling Unitholder and the Option Units on such date, free and clear of all liens, encumbrances, equities or claims Liens other than such as exist under and as a result of the pledge of the Firm Units and Option Units to secure indebtedness outstanding, interest and other obligations under the Credit Agreement Agreement, dated as of June 17December 10, 2003 2004 (the “Selling Unitholder Credit Agreement”), among the Selling Unitholder, Xxxxxx Brothers Inc. and Xxxxxxx Sachs Credit Partners L.P., as joint lead arrangers, Xxxxxxx Xxxxx Credit Partners L.P., as syndication agent, Xxxxxx Commercial Paper Inc., as administrative agent, and the several banks and other financial institutions or entities from time to time parties to the Selling Unitholder Credit Agreement, Xxxxxx Brothers Inc., as exclusive advisor, sole lead arranger and sole bookrunner, Xxxxxx Brothers Commercial Paper Inc., as syndication agent and Xxxxxx Brothers Commercial Paper Inc., as administrative agent Agreement (the “Selling Unitholder Credit Agreement Permitted Liens”); and upon delivery of such Firm Units and Option Units, if any, and payment therefor pursuant hereto and thereto, good and valid title to such Firm Units and Option Units, if any, free and clear of all liensLiens, encumbrances, equities or claimsincluding the Selling Unitholder Credit Agreement Permitted Liens, will pass to the several UnderwritersUnderwriter. (b) (i) The Selling Unitholder has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act, and has full partnership power and authority to enter into this Agreement; (ii) the execution, delivery and performance of this Agreement by the Selling Unitholder and the consummation by the Selling Unitholder of the transactions contemplated hereby (A) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Unitholder is a party or by which the Selling Unitholder is bound or to which any of the property or assets of the Selling Unitholder is subject, (B) will not result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Unitholder, or (C) will not violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Unitholder or the property or assets of the Selling Unitholder, in the case of clauses (ii)(A) and (ii)(C), which such conflicts, breaches, violations or defaults would have a material adverse effect on the condition (financial or other), business, prospectus, properties, securityholders’ equity or results of operations of the Selling Unitholder; and (iii) except for the registration of the Firm Units to be sold by the Selling Unitholder and the Option Units, if any, under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications (A) as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Firm Units to be sold by the Selling Unitholder to the UnderwritersUnderwriter, (B) as have been obtained or made or (C) if not so obtained or made, would not have a material adverse effect on the condition (financial or other), business, prospects, properties, securityholders’ equity or results f of operations of the Selling Unitholder, 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 Unitholder and the consummation by the Selling Unitholder of the transactions contemplated hereby and thereby. (c) This Agreement has been duly authorized, executed and delivered by the Selling Unitholder and is valid and binding agreement of the Selling Unitholder, enforceable in accordance with its terms, provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further, that the indemnity, contribution and exoneration provisions contained therein may be limited by applicable laws and public policy. (d) The Registration Statement relating to the Firm Units and the Option Units to be sold by the Selling Unitholder and the Prospectus and any further amendments or supplements to such 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 such Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances under which the statements were made); provided, however, (i) that the representation and warranty in this Section 2(d) shall only apply as to written information furnished to the Partnership or the Underwriters Underwriter by the Selling Unitholder directly or through the Selling Unitholder’s representatives, specifically for inclusion therein and (ii) that no representation or warranty is made as to information contained in or omitted from such Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any the Underwriter specifically for inclusion therein. (e) The Selling Unitholder (i) is familiar with the Registration Statement relating to the Firm Units and the Option Units, if any, to be sold by the Selling Unitholder and the Prospectus (as amended or supplemented), (ii) has no knowledge, and its general partner has no knowledge, of any material fact, condition or information not disclosed in such Registration Statement, as of the Effective Date thereof, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect the business of any Partnership Entity, and (iii) is not prompted to sell Units by any information concerning any of the Partnership Entities which is not set forth in the Registration Statement and the Prospectus. (f) The Selling Unitholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (g) Each certificate signed by or on behalf of the Selling Unitholder and delivered to the Underwriters Underwriter or counsel for the Underwriters Underwriter pursuant to this Agreement shall be deemed to be a representation and warranty by the Selling Unitholder to the Underwriters Underwriter as to the matters covered thereby. (h) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Selling Unitholder and any person that would give rise to a valid claim against such Selling Unitholder, any Partnership Entity or any the Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

Representations, Warranties and Agreements of the Selling Unitholder. The Selling Unitholder represents, warrants and agrees with the Underwriters that: (a) The Selling Unitholder hasThis Agreement has been duly authorized, executed and immediately prior to the applicable Delivery Date, will have, good and valid title to the Firm Units to be sold delivered by the Selling Unitholder and the Option Units or on such date, free and clear behalf of all liens, encumbrances, equities or claims other than such as exist under and as a result of the pledge of the Firm Units and Option Units to secure indebtedness outstanding, interest and other obligations under the Credit Agreement dated as of June 17, 2003 among the Selling Unitholder, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, Xxxxxx Brothers Inc., as exclusive advisor, sole lead arranger and sole bookrunner, Xxxxxx Brothers Commercial Paper Inc., as syndication agent and Xxxxxx Brothers Commercial Paper Inc., as administrative agent (the “Selling Unitholder Credit Agreement Permitted Liens”); and upon delivery of such Firm Units and Option Units, if any, and payment therefor pursuant hereto and thereto, good and valid title to such Firm Units and Option Units, if any, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) (i) The None of the offering and sale by the Selling Unitholder has been duly formed and is validly existing in good standing as a limited partnership under of the Delaware LP ActUnits, and has full partnership power and authority to enter into this Agreement; (ii) the execution, delivery and performance of this Agreement by the Selling Unitholder and Unitholder, or the consummation by the Selling Unitholder of the transactions contemplated hereby (Ai) conflicts or will not conflict with or result in constitutes or will constitute a violation of the Organizational Documents of the Selling Unitholder, (ii) conflicts or will conflict with or constitutes or will constitute a breach or violation of any of the terms or provisions of, or constitute a default under(or an event which, with notice or lapse of time or both, would constitute such a default) under any indenture, mortgage, deed of trust, loan agreement agreement, lease or other agreement or instrument to which the Selling Unitholder is a party or by which it or any of its properties may be bound or (iii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental agency or body directed to the Selling Unitholder, except, in the case of clauses (ii) and (iii) above, which violation, breach or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Selling Unitholder is bound or to which any of materially impair the property or assets ability of the Selling Unitholder is subjectto consummate the transactions contemplated by this Agreement. (c) No consent of or with any court, (B) will not result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Unitholder, or (C) will not violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Unitholder or is required in connection with the property or assets of the Selling Unitholder, in the case of clauses (ii)(A) offering and (ii)(C), which such conflicts, breaches, violations or defaults would have a material adverse effect on the condition (financial or other), business, prospectus, properties, securityholders’ equity or results of operations of the Selling Unitholder; and (iii) except for the registration of the Firm Units to be sold sale by the Selling Unitholder and of the Option Units, if any, under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications (A) as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Firm Units to be sold by the Selling Unitholder to the Underwriters, (B) as have been obtained or made or (C) if not so obtained or made, would not have a material adverse effect on the condition (financial or other), business, prospects, properties, securityholders’ equity or results f operations of the Selling Unitholder, 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 Unitholder and or the consummation by the Selling Unitholder of the transactions contemplated hereby by this Agreement, except (i) for such consents required under the Securities Act, the Exchange Act and thereby. state securities or “Blue Sky” laws, (cii) This Agreement has been duly authorizedfor such consents required under the rules and regulations of FINRA, executed (iii) for such consents that have been, or prior to the applicable Delivery Date will be, obtained, (iv) as disclosed in the Registration Statement, the Pricing Disclosure Package and delivered by the Selling Unitholder Prospectus and is valid and binding agreement (v) any such consent as would not affect the validity of the Selling Unitholder, enforceable in accordance with its terms, provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Registration Statement relating to the Firm Units and the Option Units to be sold by the Selling Unitholder or reasonably be expected to have a Material Adverse Effect on the Selling Unitholder or to materially impair the ability of the Selling Unitholder to consummate the transactions contemplated by this Agreement. (d) The operations of the Selling Unitholder are and have been conducted at all times in compliance with the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Unitholder with respect to the Money Laundering Laws is pending or, to the best knowledge of the Selling Unitholder, threatened. (e) Neither the Selling Unitholder nor, to the knowledge of the Selling Unitholder, any director, officer, agent, employee or affiliate of the Selling Unitholder is currently subject to any sanctions imposed by the United States (including any administered or enforced by OFAC) and the Prospectus Selling Unitholder will not directly use any of the proceeds from the sale of Units by the Selling Unitholder in the offering contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. (f) The Selling Unitholder has, and on the applicable Delivery Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Units to be sold by the Selling Unitholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Units to be sold by the Selling Unitholder or a security entitlement in respect of such Units. (g) Upon payment for the Units to be sold by the Selling Unitholder pursuant to this Agreement, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee and the crediting of such Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor the Underwriters has notice of any further amendments or supplements adverse claim (within the meaning of Section 8-105 of the UCC to such Units), (A) the Underwriters will acquire a valid “security entitlement”, within the meaning of Section 8-102 of the UCC, in respect of such Units and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Unitholder may assume that when such payment, delivery and crediting occur, (x) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with its certificate of limited partnership, the Partnership Agreement and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the Underwriters on the records of DTC will have been made pursuant to the UCC. (h) The sale of the Units by the Selling Unitholder is not prompted by any information concerning the Partnership or its subsidiaries which is not set forth in the Pricing Disclosure Package and the Prospectus. (i) The Registration Statement or Statement, at its most recent Effective Date, and the Prospectus, when they become effective or are filed with as of its date and on the CommissionDelivery Date, as the case may be, do did not and will not, as of the applicable Effective Date (as to such Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; and (ii) the Pricing Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made), not misleading; provided, however, (i) that the representation representations and warranty warranties of the Selling Unitholder set forth in this Section 2(d1(ii)(g) shall are made only apply as to written information furnished to the Partnership or the Underwriters in writing by the Selling Unitholder directly or through to the Selling Unitholder’s representatives, Partnership specifically for inclusion therein and (ii) that no representation or warranty is made as to information contained in or omitted from such Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (e) The Selling Unitholder (i) is familiar with the Registration Statement relating to Statement, the Firm Units and Basic Prospectus, the Option Units, if any, to be sold by the Selling Unitholder Pricing Disclosure Package and the Prospectus (as amended or supplemented), (ii) has no knowledge, and its general partner has no knowledge, of any material fact, condition or information not disclosed in such Registration Statement, as of the Effective Date thereof, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect information is limited to (A) the business legal name, address and the number of any Partnership Entity, Units owned by the Selling Unitholder and (iiiB) is not prompted the other information with respect to sell Units by any information concerning any of the Partnership Entities Selling Unitholder (excluding percentages) which is not set forth appears in the Registration Statement table (and corresponding footnotes) under the Prospectus. caption “Selling Unitholder” (f) The the “Selling Unitholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (g) Each Information”). Any certificate signed by or on behalf any authorized representative of the Selling Unitholder and delivered to the Underwriters or counsel for the Underwriters pursuant to this Agreement in connection with the offering of the Units shall be deemed to be a representation and warranty by the Selling Unitholder to the Underwriters Unitholder, as to the matters covered thereby, to the Underwriters. (h) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Selling Unitholder and any person that would give rise to a valid claim against such Selling Unitholder, any Partnership Entity or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

Representations, Warranties and Agreements of the Selling Unitholder. The Selling Unitholder represents, warrants and agrees that: (a) The Selling Unitholder has, and immediately prior to the applicable Delivery Date, Date (as defined in Section 5 hereof) will have, good and valid title to the Firm Units to be sold by the Selling Unitholder and the Option Units on such date, free and clear of all liens, encumbrances, equities or claims other than such as exist under and as a result of the pledge of the Firm Units and Option Units to secure indebtedness outstanding, interest and other obligations under the Credit Agreement dated as of June 17, 2003 among the Selling Unitholder, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, Xxxxxx Brothers Inc., as exclusive advisor, sole lead arranger and sole bookrunner, Xxxxxx Brothers Commercial Paper Inc., as syndication agent and Xxxxxx Brothers Commercial Paper Inc., as administrative agent (the “"Selling Unitholder Credit Agreement Permitted Liens”"); and upon delivery of such Firm Units and Option Units, if any, and payment therefor pursuant hereto and thereto, good and valid title to such Firm Units and Option Units, if any, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters. (b) (i) The Selling Unitholder has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act, and has full partnership power and authority to enter into this Agreement; (ii) the execution, delivery and performance of this Agreement by the Selling Unitholder and the consummation by the Selling Unitholder of the transactions contemplated hereby (A) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Unitholder is a party or by which the Selling Unitholder is bound or to which any of the property or assets of the Selling Unitholder is subject, (B) will not result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Unitholder, or (C) will not violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Unitholder or the property or assets of the Selling Unitholder, in the case of clauses (ii)(A) and (ii)(C), which such conflicts, breaches, violations or defaults would have a material adverse effect on the condition (financial or other), business, prospectus, properties, securityholders’ ' equity or results of operations of the Selling Unitholder; and (iii) except for the registration of the Firm Units to be sold by the Selling Unitholder and the Option Units, if any, under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications (A) as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Firm Units to be sold by the Selling Unitholder to the Underwriters, (B) as have been obtained or made or (C) if not so obtained or made, would not have a material adverse effect on the condition (financial or other), business, prospects, properties, securityholders’ equity or results f operations of the Selling Unitholder, 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 Unitholder and the consummation by the Selling Unitholder of the transactions contemplated hereby and thereby. (c) This Agreement has been duly authorized, executed and delivered by the Selling Unitholder and is valid and binding agreement of the Selling Unitholder, enforceable in accordance with its terms, provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The Registration Statement relating to the Firm Units and the Option Units to be sold by the Selling Unitholder and the Prospectus and any further amendments or supplements to such 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 such Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances under which the statements were made)misleading; provided, however, (i) that the representation and warranty in this Section 2(d) shall only apply as to written information furnished to the Partnership or the Underwriters by the Selling Unitholder directly or through the Selling Unitholder’s 's representatives, specifically for inclusion therein and (ii) that no representation or warranty is made as to information contained in or omitted from such Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein. (e) The Selling Unitholder (i) is familiar with the Registration Statement relating to the Firm Units and the Option Units, if any, to be sold by the Selling Unitholder and the Prospectus (as amended or supplemented), (ii) has no knowledge, and its general partner has no knowledge, of any material fact, condition or information not disclosed in such Registration Statement, as of the Effective Date thereof, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect the business of any Partnership Entity, and (iii) is not prompted to sell Units by any information concerning any of the Partnership Entities which is not set forth in the Registration Statement and the Prospectus. (f) The Selling Unitholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (g) Each certificate signed by or on behalf of the Selling Unitholder and delivered to the Underwriters or counsel for the Underwriters pursuant to this Agreement shall be deemed to be a representation and warranty by the Selling Unitholder to the Underwriters as to the matters covered thereby. (h) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Selling Unitholder and any person that would give rise to a valid claim against such Selling Unitholder, any Partnership Entity or any Underwriter for a brokerage commission, finder’s 's fee or other like payment in connection with this offering.

Representations, Warranties and Agreements of the Selling Unitholder. The Selling Unitholder represents, warrants and agrees that: (a) The Selling Unitholder has, and immediately prior to the applicable Delivery Date, will have, good and valid title to the Firm Units to be sold by the Selling Unitholder and the Option Units on such date, free and clear of all liens, encumbrances, equities or claims Liens other than such as exist under and as a result of the pledge of the Firm Units and Option Units to secure indebtedness outstanding, interest and other obligations under the Credit Agreement Agreement, dated as of June 17December 10, 2003 2004 (the “Selling Unitholder Credit Agreement”), among the Selling Unitholder, Xxxxxx Brothers Inc. and Xxxxxxx Sachs Credit Partners L.P., as joint lead arrangers, Xxxxxxx Xxxxx Credit Partners L.P., as syndication agent, Xxxxxx Commercial Paper Inc., as administrative agent, and the several banks and other financial institutions or entities from time to time parties to the Selling Unitholder Credit Agreement, Xxxxxx Brothers Inc., as exclusive advisor, sole lead arranger and sole bookrunner, Xxxxxx Brothers Commercial Paper Inc., as syndication agent and Xxxxxx Brothers Commercial Paper Inc., as administrative agent Agreement (the “Selling Unitholder Credit Agreement Permitted Liens”); and upon delivery of such Firm Units and Option Units, if any, and payment therefor pursuant hereto and thereto, good and valid title to such Firm Units and Option Units, if any, free and clear of all liensLiens, encumbrances, equities or claimsincluding the Selling Unitholder Credit Agreement Permitted Liens, will pass to the several UnderwritersUnderwriter. (b) (i) The Selling Unitholder has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act, and has full partnership power and authority to enter into this Agreement; (ii) the execution, delivery and performance of this Agreement by the Selling Unitholder and the consummation by the Selling Unitholder of the transactions contemplated hereby (A) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Unitholder is a party or by which the Selling Unitholder is bound or to which any of the property or assets of the Selling Unitholder is subject, (B) will not result in any violation of the provisions of the certificate of limited partnership or the partnership agreement of the Selling Unitholder, or (C) will not violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Selling Unitholder or the property or assets of the Selling Unitholder, in the case of clauses (ii)(A) and (ii)(C), which such conflicts, breaches, violations or defaults would have a material adverse effect on the condition (financial or other), business, prospectus, properties, securityholders’ equity or results of operations of the Selling Unitholder; and (iii) except for the registration of the Firm Units to be sold by the Selling Unitholder and the Option Units, if any, under the Securities Act and such consents, approvals, authorizations, registrations, filings or qualifications (A) as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Firm Units to be sold by the Selling Unitholder to the UnderwritersUnderwriter, (B) as have been obtained or made or (C) if not so obtained or made, would not have a material adverse effect on the condition (financial or other), business, prospects, properties, securityholders’ equity or results f of operations of the Selling Unitholder, 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 Unitholder and the consummation by the Selling Unitholder of the transactions contemplated hereby and thereby. (c) This Agreement has been duly authorized, executed and delivered by the Selling Unitholder and is valid and binding agreement of the Selling Unitholder, enforceable in accordance with its terms, provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further, that the indemnity, contribution and exoneration provisions contained therein may be limited by applicable laws and public policy. (d) The Registration Statement relating to the Firm Units and the Option Units to be sold by the Selling Unitholder and the Prospectus and any further amendments or supplements to such 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 such Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances under which the statements were made); provided, however, (i) that the representation and warranty in this Section 2(d) shall only apply as to written information furnished to the Partnership or the Underwriters Underwriter by the Selling Unitholder directly or through the Selling Unitholder’s representatives, specifically for inclusion therein and (ii) that no representation or warranty is made as to information contained in or omitted from such Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any the Underwriter specifically for inclusion therein. (e) The Selling Unitholder (i) is familiar with the Registration Statement relating to the Firm Units and the Option Units, if any, to be sold by the Selling Unitholder and the Prospectus (as amended or supplemented), (ii) has no knowledge, and its general partner has no knowledge, of any material fact, condition or information not disclosed in such Registration Statement, as of the Effective Date thereof, or the Prospectus (or any amendment or supplement thereto), as of the applicable filing date, which has adversely affected or may adversely affect the business of any Partnership Entity, and (iii) is not prompted to sell Units by any information concerning any of the Partnership Entities which is not set forth in the Registration Statement and the Prospectus. (f) The Selling Unitholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (g) Each certificate signed by or on behalf of the Selling Unitholder and delivered to the Underwriters Underwriter or counsel for the Underwriters Underwriter pursuant to this Agreement shall be deemed to be a representation and warranty by the Selling Unitholder to the Underwriters Underwriter as to the matters covered thereby. (h) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Selling Unitholder and any person that would give rise to a valid claim against such Selling Unitholder, any Partnership Entity or any the Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.