2. Each of the Selling Shareholders, severally and not jointly and with respect to itself
only, represents and warrants to, and agrees with, each of the Underwriters, the GP Entities and the Company that:
(a) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of
this Agreement and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder, have been obtained; and such Selling Shareholder has full right, power and authority to enter into this Agreement and to sell, assign,
transfer and deliver the Shares to be sold by such Selling Shareholder hereunder;
(b) The execution, delivery and
performance by such Selling Shareholder of this Agreement, the sale of the Shares to be sold by such Selling Shareholder hereunder and the compliance by such Selling Shareholder with the terms of this Agreement and the consummation of the
transactions contemplated by this Agreement and the Pricing Prospectus will not (A) 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, lease or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets of such Selling Shareholder is subject, (B) result in
any violation of the provisions of the limited liability company agreement or partnership agreement, as applicable, of such Selling Shareholder (or similar applicable organizational document), (C) result in the violation of any law or statute or any
judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Shareholder or any property or assets of such Selling Shareholder, and (D) no consent, approval, authorization, order,
registration or qualification of or with any such court or arbitrator or governmental or regulatory authority, except, in the case of clauses (A), (C) and (D) above, for any such conflict, breach, violation, default, lien,
charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect or have a material adverse effect on the performance by such Selling Shareholder of its obligations under this Agreement;
(c) As of immediately prior to each Time of Delivery (as defined in Section 5 hereof), such Selling
Shareholder will have good and valid title to the Shares to be sold by such Selling Shareholder hereunder at such Time of Delivery, 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;
(d) On or prior to the date of the Pricing Prospectus, such Selling Shareholder has executed and delivered to the Underwriters
a lock-up agreement substantially in the form of Annex I hereto (the Lock-Up Agreement);
(e) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action that is designed to or that
has constituted or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
14