Common use of Conditions to the Obligations of the Managers Clause in Contracts

Conditions to the Obligations of the Managers. The obligations of the Managers under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the YieldCo Parties contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Partnership of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Section 4(p) of this Agreement; any material required to be filed by the Partnership pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Act shall have been instituted or threatened. (b) The Partnership shall have requested and caused Partnership Counsel to furnish to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), on every date specified in Section 4(k) of this Agreement, opinions collectively covering the opinions the form of which are attached as Exhibit A. (c) The Managers shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Managers, on every date specified in Section 4(l) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Managers may reasonably require, and the Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Partnership shall have furnished or caused to be furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), on every date specified in Section 4(j) of this Agreement, a certificate of the Partnership, signed by the chief executive officer or the President of the General Partner, and of the chief financial or chief accounting officer of the General Partner, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto and this Agreement and that: (i) the Partnership has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose or pursuant to Section 8A of the Act have been instituted or, to the Partnership’s knowledge, threatened by the Commission; (ii) since the date of the most recent financial statements included in the Prospectus and the Disclosure Package, there has been no Material Adverse Change, except as set forth in or contemplated in the Disclosure Package and the Prospectus; (iii) the representations, warranties and covenants set forth in Section 2 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and (iv) each of the YieldCo Entities has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date. (e) The Partnership shall have requested and caused the Accountants to have furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), on every date specified in Section 4(m) hereof and to the extent requested by the Managers in connection with any offering of the Shares, letters (which may refer to letters previously delivered to the Managers), dated as of such date, in form and substance satisfactory to the Managers, which letters shall cover, without limitation, the various financial statements and disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings as contemplated in the Statement on Auditing Standards No. 72, as well as confirming that they have performed a review of any unaudited interim financial information of the Partnership included in the Registration Statement, the Disclosure Package and the Prospectus in accordance with Statement on Auditing Standards No. 100. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. (f) Since the respective dates as of which information is disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise stated therein, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) Material Adverse Change, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (g) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (h) The Shares shall have been listed and admitted and authorized for trading on the NASDAQ, and satisfactory evidence of such actions shall have been provided to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement). (i) Prior to each Settlement Date and Time of Delivery, as applicable, each YieldCo Party shall have furnished to the Designated Manager such further information, certificates and documents as the Designated Manager may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Managers and counsel for the Managers, this Agreement and all obligations of the applicable Manager hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Manager with respect to itself only. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing. Following any such cancellation by a Manager, this Agreement shall remain in effect as to the other Manager that has not exercised its right to cancel this Agreement pursuant to this Section 6 and any obligations and rights of the Managers under this Agreement shall be satisfied by or afforded to only such other Manager. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Managers, at ▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002, on each such date as provided in this Agreement.

Conditions to the Obligations of the Managers. The obligations of the Managers each Manager under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the YieldCo Partnership Parties contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Partnership Parties of its their obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Section 4(p) of this AgreementUnits; any material required to be filed by the Partnership pursuant to Rule 433(d) under the Act, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Act shall have been instituted or threatened. (b) The Partnership shall have requested and caused Partnership Counsel to furnish to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), on every date specified in Section 4(k) of this Agreement, opinions collectively covering the opinions the form of which are attached as Exhibit A. (c) The Managers shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Managerseach Manager, on every date specified in Section 4(l) of this Agreement, such opinion or opinionsits opinion, dated as of such date and addressed to such Manager, to the Managers effect that: (ori) The Partnership is a limited partnership duly formed under the Delaware LP Act. Each of the General Partner and the Operating Company is a limited liability company duly formed under the Delaware LLC Act. Each of Tesoro Pipelines, THPPLLC, Tesoro Northwest, QEPFS, QEPM GP, QEPM Operating and QEPM Gathering is a limited liability company under the Delaware LLC Act. QEPM is a limited partnership under the Delaware LP Act. Each of the Partnership Entities has the entity power and authority necessary to own or license its properties and to conduct its business, and in the case of a Representation Date the General Partner, to act as the general partner of the type Partnership, in all material respects as described in Section 4(j)(iii)the Registration Statement and the Prospectus. With your consent, based solely on certificates from public officials, we confirm that each of the relevant Partnership Entities is in good standing under the laws of the State of Delaware. (ii) The Units and the limited partner interests represented thereby to be issued and sold by the Partnership pursuant to this Agreement have been duly authorized by all necessary limited partnership action of the Partnership and, when issued to and paid for by any Manager party to in accordance with the terms of this Agreement, will be validly issued and free of preemptive rights arising from the Partnership’s governing documents. (iii) The execution, delivery and performance of this Agreement and any applicable Terms Agreement)Agreement have been duly authorized by all necessary limited liability company or limited partnership, with respect to as applicable, action of each of the Partnership Parties and this Agreement and any applicable Terms Agreement have been duly executed and delivered by each of the Partnership Parties. (iv) The execution and delivery of this Agreement and the issuance and sale of the SharesUnits by the Partnership to any Manager pursuant to this Agreement, do not on the date hereof (i) violate the Partnership Parties governing documents; (ii) result in the breach of or a default under any of the agreements filed as exhibits to the Registration Statement; (iii) violate any federal, the Disclosure PackageTexas or New York statute, the Prospectus (together with any supplement thereto) and other related matters as the Managers may reasonably require, and rule or regulation applicable to the Partnership shall Parties or the Delaware LLC Act or the Delaware LP Act; or (iv) require any consents, approvals, or authorizations to be obtained by the Partnership Entities from, or any registrations, declarations or filings to be made by the Partnership Entities with, any governmental authority under any federal, Texas or New York statute, rule or regulation applicable to the Partnership Entities or the Delaware LLC Act or the Delaware LP Act that have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such mattersnot been obtained or made. (dv) The Partnership shall have furnished or caused to be furnished to Registration Statement has become effective under the Managers (orAct. To such counsel’s knowledge, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), on every date specified in Section 4(j) of this Agreement, a certificate of the Partnership, signed by the chief executive officer or the President of the General Partner, and of the chief financial or chief accounting officer of the General Partner, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto and this Agreement and that: (i) the Partnership has received no stop order suspending the effectiveness of the Registration Statement, Statement has been issued under the Act and no proceedings for such purpose or therefor have been initiated by the Commission. Any required filing of the Base Prospectus and the Prospectus has been filed in accordance with Rule 424(b) under the Act. (vi) The Registration Statement, on its initial effective date, including the information deemed to be a part thereof pursuant to Section 8A Rule 430B under the Act, and the Prospectus, as of its date, each appeared on its face to be appropriately responsive in all material respects to the applicable form requirements for registration statements on Form S-3 under the Act and the rules and regulations of the Commission thereunder; it being understood, however, that such counsel expresses no view with respect to Regulation S-T or the financial statements, schedules, or other financial or accounting data, included in, incorporated by reference in, or omitted from, the Registration Statement or the Prospectus. For purposes of this paragraph, such counsel assumed that the statements made in the Registration Statement and the Prospectus are accurate, correct and complete. (vii) The statements in the Prospectus under the headings “Summary—The Offering,” “Description of our Cash Distribution Policy,” “Description of Our Common Units” and “The Partnership Agreement,” insofar as they purport to constitute a summary of the terms of the Common Units and the Incentive Distribution Rights are accurate descriptions or summaries in all material respects. (viii) The statements included in the Registration Statement and the Prospectus under the headings “Summary—The Offering,” “Description of our Cash Distribution Policy,” “The Partnership Agreement,” “Description of Our Common Units” and “Investment in Tesoro Logistics LP by Employee Benefit Plans,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal and governmental proceedings or contracts and other documents, constitute accurate descriptions or summaries in all material respects. (ix) None of the Partnership, the General Partner and the Operating Company is, nor immediately after giving effect to the sale of the Units and the application of the proceeds as described in the Prospectus, will any of them be required to be, registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (x) The General Partner is the record holder of an approximate 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner is the record holder of such general partner interest free and clear of all Liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to us without independent investigation, other than (a) those created by or arising under the Delaware LP Act or the Partnership Agreement and (b) restrictions on transferability or other Liens described in the Registration Statement and the Prospectus. (xi) Each of the Partnership, Operating Company, Tesoro Pipelines, QEPFS, QEPM and QEPM Operating, as the case may be, is the record holder of all of the issued and outstanding membership interests of each Subsidiary; such membership interests have been instituted orduly authorized by all necessary action, such membership interests have been validly issued in accordance with the applicable constituent documents; under the Delaware LLC Act, each of the Partnership, Operating Company, Tesoro Pipelines, QEPFS, QEPM and QEPM Operating, as the case may be, has no obligation to make further payments for each of its ownership of such membership interests or contributions solely by reason of its ownership of such membership interests (other than as provided in Section 18-607 or 16-804 of the Delaware LLC Act) or its status as the sole member of each Subsidiary and has no personal liability for the debts, obligations and liabilities of each of the Subsidiaries, whether arising in contact, tort or otherwise, solely by reason of being the sole member of each Subsidiary; and each of the Partnership, Operating Company, Tesoro Pipelines, QEPFS, QEPM and QEPM Operating, as the case may be, is the record holder of such membership interests free and clear of all Liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming such entity as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to us without independent investigation, other than (a) those created by or arising under the Delaware LLC Act, the applicable constituent documents or the Credit Agreement and (b) restrictions on transferability or other Liens described in the Prospectus. (xii) QEPM GP is the record holder of an approximate 2% general partner interest in QEPM and QEPFS is the record holder of an approximate 98% limited partner interest in QEPM; such general partner interest and limited partner interest have been duly authorized and validly issued in accordance with the limited partnership agreement of QEPM; and QEPM GP is the record holder of such general partner interest and QEPFS is the record holder of such limited partner interest free and clear of all Liens (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming such entity as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to us without independent investigation, other than (a) those created by or arising under the Delaware LP Act or the limited partnership agreement of QEPM and (b) restrictions on transferability or other Liens described in the Registration Statement and the Prospectus. (xiii) The General Partner is the record holder of 100% of the IDRs; the IDRs and the limited partner interests represented thereby have been duly authorized by all necessary limited partner action of the Partnership; under the Delaware LP Act, the General Partner will have no obligation to make further payments for its ownership of the IDRs or contributions to the Partnership solely by reason of its ownership of the IDRs or its status as a limited partner of the Partnership (other than as provided in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and no personal liability for the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, solely by reason of being a limited partner of the Partnership; and the General Partner is the record holder of the IDRs, free and clear of all Liens, (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to us without independent investigation, other than (a) those created by or arising under the Delaware LP Act, the Partnership Agreement or the Credit Agreement and (b) restrictions on transferability or other Liens described in the Prospectus. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Delaware or the State of Texas or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Managers and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Partnership and public officials. References to the Prospectus in this paragraph (b) shall also include any supplements thereto at the Settlement Date. In addition, such counsel shall state that they have reviewed the Registration Statement, the Prospectus and the incorporated documents, and participated in conferences and telephone conversations with officers and other representatives of the Partnership, the independent public accountants for the Partnership, counsel and representatives for the Managers, during which conferences and conversations the contents of the Registration Statement, the Prospectus and the incorporated documents and related matters were discussed. Such counsel shall also state that they reviewed and relied upon certain corporate records and documents, letters from counsel and accountants, and oral and written statements of officers and other representatives of the Partnership and others as to the existence and consequence of certain factual and other matters, and that, based on such counsel’s knowledgeparticipation, threatened by review and reliance as described above, no facts have come to our attention that caused us to believe that: (i) the Commission;Registration Statement, as of the most recent Effective Date (together with the incorporated documents at those dates), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) since the Prospectus, as of its date and as of the date of such opinion (together with the most recent financial incorporated documents at those dates), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements included therein, in the Prospectus and the Disclosure Package, there has been no Material Adverse Change, except as set forth in or contemplated in the Disclosure Package and the Prospectus; (iii) the representations, warranties and covenants set forth in Section 2 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and (iv) each light of the YieldCo Entities has complied circumstances under which they were made, not misleading; it being understood that such counsel expresses no belief with all respect to the agreements hereunder and satisfied all financial statements, schedules or other financial data included or incorporated by reference in, or omitted from, the conditions on its part to be performed Registration Statement or satisfied hereunder at the Prospectus or prior to such datethe incorporated documents. (ec) The Partnership shall have requested and caused the Accountants Local Counsel to have furnished furnish to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)each Manager, on every date specified in Section 4(m) hereof and to the extent requested by the Managers in connection with any offering of the Sharesthis Agreement, letters (which may refer to letters previously delivered to the Managers)its opinion, dated as of such datedate and addressed to such Manager, to the effect that: (i) The Partnership Agreement constitutes a valid and binding obligation of the General Partner, and is enforceable against the General Partner, in form its capacity as general partner of the Partnership, in accordance with its terms. (ii) The GP Agreement constitutes a valid and substance satisfactory binding obligation of Tesoro and TRMC (jointly, the “Members”), and is enforceable against the Members, in their capacity as members of the General Partner, in accordance with its terms. (iii) The Operating Company LLC Agreement constitutes a valid and binding obligation of the Partnership, and is enforceable against the Partnership, in its capacity as member of the Operating Company, in accordance with its terms. (iv) Under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.) and the Partnership Agreement, the Persons that have purchased Units on the relevant date pursuant to this Agreement (the “Limited Partners”) have no obligation to make further payments for their purchase of the Units or to make Capital Contributions (as defined in the Partnership Agreement) to the ManagersPartnership solely by reason of their ownership of the Units or their status as limited partners of the Partnership, which letters shall coverand assuming that the Limited Partners, without limitationas limited partners of the Partnership, do not participate in the control of the business of the Partnership, the various financial statements and disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings as contemplated in the Statement on Auditing Standards No. 72Limited Partners, as well as confirming that they have performed a review limited partners of any unaudited interim financial information the Partnership, will not be obligated personally for the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, solely by reason of being limited partners of the Partnership included in the Registration Statement, the Disclosure Package and the Prospectus in accordance with Statement on Auditing Standards No. 100. References (subject to the Prospectus in this paragraph (e) include any supplement thereto at the date obligation of a limited partner of the letter. (f) Since the respective dates as of which information is disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise stated therein, there shall not have been (i) Partnership to repay any change or decrease specified in the letter or letters referred funds wrongfully distributed to in paragraph (e) of this Section 6 or (ii) Material Adverse Change, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement theretoit). (gv) FINRA shall not have raised any objection with respect There are no provisions in the Partnership Agreement the inclusion of which, subject to the fairness and reasonableness of the terms and arrangements under this Agreement. (h) The Shares shall have been listed and admitted and authorized for trading on the NASDAQconditions therein, and satisfactory evidence of such actions shall have been provided to the Managers (or, in assuming that the case of a Representation Date Limited Partners, as limited partners of the type described in Section 4(j)(iii)Partnership, take no action other than actions permitted by the relevant Manager party to the Terms Agreement). (i) Prior to each Settlement Date and Time of Delivery, as applicable, each YieldCo Party shall have furnished to the Designated Manager such further information, certificates and documents as the Designated Manager may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Managers and counsel for the Managers, this Agreement and all obligations of the applicable Manager hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Manager with respect to itself only. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing. Following any such cancellation by a Manager, this Agreement shall remain in effect as to the other Manager that has not exercised its right to cancel this Agreement pursuant to this Section 6 and any obligations and rights of the Managers under this Agreement shall be satisfied by or afforded to only such other Manager. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Managers, at ▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002, on each such date as provided in this Agreement.

Conditions to the Obligations of the Managers. The obligations of the Managers under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the YieldCo Parties Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of DeliveryDelivery (unless a representation or warranty is limited to a specific date or dates, in which case such representation or warranty will be deemed to speak solely as of such date or dates), (ii) to the performance by the Partnership Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Section 4(p) of this Agreement; any other material required to be filed by the Partnership Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Act shall have been instituted or threatened. (b) The Partnership Company shall have requested and caused Partnership the Company Counsel and Regulatory Counsel, to furnish to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)such Managers, on every date specified in Section 4(k) of this Agreement, their opinions collectively covering the opinions the and negative assurance letter, as applicable, dated as of such date and addressed to such Managers, in form of which are attached as Exhibit A.and substance reasonably satisfactory to such Managers. (c) The Such Managers shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Managers’ Counsel, on every date specified in Section 4(l) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Managers may reasonably requiresuch Managers, and the Partnership Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such mattersmatters as described in Section 4(l) of this Agreement. (d) The Partnership Company shall have furnished or caused to be furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)such Managers, on every date specified in Section 4(j4(k) of this Agreement, a certificate of the PartnershipCompany, signed by the chief executive officer or the President of the General Partner, and of the chief financial or chief accounting an officer of the General PartnerCompany, dated as of such date, to the effect that the signers signer of such certificate have has carefully examined the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto and this Agreement and that: (i) subject to any modification to incorporate the Partnership has received no stop order suspending the effectiveness of disclosures contained in the Registration Statement, the Disclosure Package and no proceedings for the Prospectus, in each case as amended or supplemented as of such purpose or pursuant to Section 8A date, the representations and warranties of the Act have been instituted orCompany in this Agreement are true and correct on and as of such date with the same effect as if made on such date, other than any representations and warranties made as of a specific date as specified in this Agreement, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to the Partnership’s knowledge, threatened by the Commission;be performed or satisfied at or prior to such date; and (ii) since the date of the most recent financial statements included in the Prospectus and the Disclosure Package, there has been no Material Adverse Changematerial adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus; (iii) the representations, warranties and covenants set forth in Section 2 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and (iv) each of the YieldCo Entities has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date. (e) The Partnership Company shall have requested and caused the Accountants to have furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)such Managers, on every date specified in Section 4(m) hereof and to the extent requested by the such Managers in connection with any offering of the Shares, letters (which may refer to letters previously delivered to the Managers), dated as of such date, in form and substance reasonably satisfactory to the such Managers, which letters shall cover, without limitation, the various financial containing statements and disclosures contained information of the type ordinarily included in the Registration Statement, the Disclosure Package and the Prospectus and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings as contemplated in respect to the Statement on Auditing Standards No. 72, as well as confirming that they have performed a review of any unaudited interim financial statements and certain financial information of the Partnership included or incorporated by reference in the Registration Statement, the Disclosure Package Prospectus and the Prospectus in accordance with Statement on Auditing Standards No. 100. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letterDisclosure Package. (f) Since the respective dates as of which information is disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise stated therein, there shall not have been (i) any material adverse change or decrease specified in the letter condition, financial or letters referred to in paragraph (e) otherwise, of this Section 6 the Company and its subsidiaries considered as one enterprise, or (ii) Material Adverse Change, except as set forth in or contemplated in the Disclosure Package (exclusive earnings, business affairs or business prospects of any amendment the Company and its subsidiaries considered as one enterprise, whether or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, not arising in the sole judgment ordinary course of the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto)business. (g) FINRA The Company shall not have raised any objection with respect paid the required Commission filing fees relating to the fairness and reasonableness Shares within the time period required by Rule 456(b)(1)(i) of the terms Securities Act without regard to the proviso therein and arrangements under this Agreementotherwise in accordance with Rules 456(b) and 457(r) of the Securities Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (h) The Shares shall have been listed and admitted and authorized for trading on the NASDAQNasdaq, and satisfactory evidence of such actions shall have been provided to such Managers, to the Managers (or, in extent this Agreement and the case transactions contemplated hereunder require the filing of a Representation Date Listing of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Additional Shares Notification form with Nasdaq. (i) Prior to each Settlement Date and Time of Delivery, as applicable, each YieldCo Party the Company shall have furnished to the Designated Manager such further information, certificates and documents as the Designated Manager may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Managers and counsel for the Managers, this Agreement and all obligations of the applicable Designated Manager hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Manager with respect to itself only. Notice of such cancellation shall be given to the Partnership Company in writing or by telephone or facsimile confirmed in writing. Following any such cancellation by a Manager, this Agreement shall remain in effect as to the any other Manager that has not exercised its right to cancel this Agreement pursuant to this Section 6 and any obligations and rights of the Managers under this Agreement shall be satisfied by or afforded to only such other ManagerManager(s). The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ of, or via electronic transmittal to, Milbank LLP, counsel for the Managers, at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500New York, Houston, Texas 77002, New York 10001 on each such date as provided in this Agreement.

Conditions to the Obligations of the Managers. The obligations of the Managers each Manager under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the YieldCo Partnership Parties contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Partnership Parties of its their obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of SharesUnits; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Section 4(p4(y) of this Agreement; any material required to be filed by the Partnership pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Act shall have been instituted or threatened. (b) The Partnership shall have requested and caused the Partnership Counsel Counsel, to furnish to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii)) of this Agreement, the relevant Manager party to the such Terms Agreement), on every date specified in Section 4(k) of this Agreement, opinions collectively covering the opinions the form of which are attached as Exhibit A. (c) The Managers shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Managers, on every date specified in Section 4(l) of this Agreement, such opinion or opinionsits opinion, dated as of such date and addressed to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Managers may reasonably require, and the Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Partnership shall have furnished or caused to be furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), on every date specified in Section 4(j) of this Agreement, a certificate of the Partnership, signed by the chief executive officer or the President of the General Partner, and of the chief financial or chief accounting officer of the General Partner, dated as of such dateManagers, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto and this Agreement and that: (i) Each of the General Partner and the Partnership is validly existing and in good standing as a limited partnership under the Delaware LP Act, has received the full partnership power and authority necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged, and is duly registered or qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction listed opposite its name in Schedule 1 hereto, except where the failure to so register or qualify could not reasonably be expected to (i) have a Material Adverse Effect or (ii) subject the limited partners of the Partnership to any material liability or disability; (ii) BGL is validly existing and in good standing as a limited liability company under the Delaware LLC Act, has the full limited liability company power and authority necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged, and is duly registered or qualified to do business and is in good standing as a foreign limited liability company in each jurisdiction listed opposite its name in Schedule 1 hereto, except where the failure to so register or qualify could not reasonably be expected to (i) have a Material Adverse Effect or (ii) subject the limited partners of the Partnership to any material liability or disability; (iii) BGL is the sole general partner of the General Partner, with a 0.001% general partner interest in the General Partner; such general partner interest has been duly and validly authorized and issued in accordance with the GP Partnership Agreement. Boardwalk Pipelines Holding Corp., a Delaware corporation, is the sole limited partner of the General Partner, with a 99.999% limited partner interest in the General Partner; such limited partner interest has been duly and validly authorized and issued in accordance with the GP Partnership Agreement and is fully paid (to the extent required under the GP Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); (iv) The General Partner is the sole general partner of the Partnership, with a 2.0% general partner interest in the Partnership; such general partner interest has been duly and validly authorized and issued in accordance with the Partnership Agreement; and the General Partner owns such general partner interest free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, as described in the Prospectus or created or arising under the Delaware LP Act) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as debtor is on file with the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation. The General Partner owns all of the Incentive Distribution Rights (as defined in the Partnership Agreement); all of such Incentive Distribution Rights have been duly and validly authorized and issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in the Prospectus); and the General Partner owns all of such Incentive Distribution Rights free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, as described in the Prospectus or created or arising under the Delaware LP Act) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as debtor is on file with the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation; (v) The Units to be issued and sold by the Partnership have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered against payment therefor pursuant to this Agreement and, if applicable, any Terms Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (i) matters described in the Prospectus and (ii) Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and the Units, when issued and delivered against payment therefor pursuant to this Agreement and, if applicable, any Terms Agreement, will conform to the descriptions thereof contained in the Prospectus; (vi) Except as described in the Prospectus or provided for in the Partnership Agreement, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any limited partner interests in the Partnership pursuant to federal or Delaware law or any agreement or instrument known to such counsel to which any of the Partnership Entities is a party or by which any one of them may be bound. Except as described in the Prospectus, to such counsel’s knowledge, there are no outstanding options or warrants to purchase any equity interests in any of the Partnership Entities; (vii) Except as described in the Prospectus, to such counsel’s knowledge, there are no contracts, agreements or understandings between any Partnership Party and any person granting such person the right to require the Partnership to file a registration statement under the Securities Act with respect to any securities of the Partnership owned or to be owned by such person, or to require the Partnership to include such securities in any securities registered or to be registered pursuant to any registration statement filed by or required to be filed by the Partnership under the Securities Act; (viii) This Agreement has been duly and validly authorized, executed and delivered by the Partnership Parties; (ix) The Partnership Agreement has been duly and validly authorized, executed and delivered by each Partnership Party that is a party thereto. The Partnership Agreement constitutes a valid and binding obligation of the Partnership Parties party thereto, enforceable against each such Partnership Party in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and an implied covenant of good faith and fair dealing, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) public policy considerations relating to rights to indemnification or contribution; (x) None of the offering, issuance and sale by the Partnership of the Units, the execution, delivery and performance of this Agreement by the Partnership Parties, or the consummation of the transactions contemplated thereby (i) constitutes or will constitute a violation of the Organizational Documents, (ii) constitutes or will constitute a breach or violation of or a default under (or an event that, with notice or lapse of time or both, would constitute such a breach or violation of or default under), any agreement filed as an exhibit to the Registration Statement or as an exhibit to the Partnership’s Form 10-K for the year ended December 31, 2015 or any reports filed after December 31, 2015 under the Exchange Act by the Partnership or (iii) violates or will violate any applicable law of the United States of America, the laws of the State of New York, the Delaware LP Act or the Delaware LLC Act, excluding in the case of clauses (ii) and (iii) any such breaches, violations and defaults that would not have a Material Adverse Effect; (xi) No Governmental Approval is required for the execution, delivery and performance of this Agreement by the Partnership Parties or the consummation of the transactions contemplated thereby, except for (i) the registration of the Units under the Securities Act, (ii) such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and sale of the Units by the Managers, and (iii) such Governmental Approvals (A) as have been obtained or made or (B) would not have a Material Adverse Effect if not obtained or made; (xii) The Registration Statement was declared effective under the Securities Act on January 6, 2016, the Prospectus was filed with the Commission pursuant to subparagraph (2) of Rule 424(b) of the Rules and Regulations on August 1, 2016, and no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose or pursuant to Section 8A of the Act have Statement has been instituted orissued and, to the Partnershipsuch counsel’s knowledge, no proceeding for that purpose is pending or threatened by the Commission; (xiii) Each of (i) the Registration Statement, on the Effective Date, and (ii) since the Prospectus, as of its date and the date hereof, appear on their face to be appropriately responsive, in all material respects, to the requirements of the most recent Securities Act and the Rules and Regulations (except that such counsel express no statement or belief as to the Trustee statements of eligibility on Form T-1), except that such counsel need express no opinion with respect to the financial statements included and the notes and financial schedules thereto and other related financial, accounting and statistical data contained therein; (xiv) The statements made in the Prospectus under the captions “How We Make Cash Distributions,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units and Preferred Units,” and “The Partnership Agreement,” insofar as they purport to summarize certain provisions of documents referred to therein or refer to statements of law or legal conclusions, accurately summarize the matters referred to therein in all material respects, subject to the qualifications and assumptions therein; and the Disclosure Package, there has been no Material Adverse Change, except as set forth Common Units and the Incentive Distribution Rights conform in or contemplated all material respects to the descriptions thereof contained in the Disclosure Package Prospectus under the captions “How We Make Cash Distributions,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units and Preferred Units,” and “The Partnership Agreement;” (xv) The opinion of Vinson & ▇▇▇▇▇s L.▇.▇. that is filed as Exhibit 8.1 to the Partnership’s Quarterly Report on Form 10-Q on August 1, 2016 and incorporated by reference in the Registration Statement is confirmed and the Prospectus; (iii) the representations, warranties and covenants set forth in Section 2 of this Agreement are true and correct with the same force and effect Managers may rely upon such opinion as though expressly made on and as of such dateif it were addressed to them; and (iv) each of the YieldCo Entities has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date. (exvi) The Partnership shall have requested is not, and caused the Accountants to have furnished after giving effect to the Managers (or, in the case of a Representation Date application of the type described in Section 4(j)(iii), net proceeds from the relevant Manager party to the Terms Agreement), on every date specified in Section 4(m) hereof and to the extent requested by the Managers in connection with any offering of the SharesUnits as described under the caption “Use of Proceeds” in the Prospectus, letters (which the Partnership will not be, an “investment company” as defined in the Investment Company Act. In rendering such opinion, such counsel may refer state that its opinion is limited to letters previously delivered matters governed by the federal laws of the United States of America, the laws of the State of New York, the Delaware LP Act and the Delaware LLC Act. Such counsel need not express any opinion with respect to the Managers)title of any of the Partnership Entities to any of their respective real or personal property or the accuracy of the descriptions or references in the Registration Statement or the Organizational Documents to any real or personal property, dated as and need not express any opinion with respect to state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the Partnership Entities may be subject. In rendering such dateopinion, such counsel shall also state that such counsel has participated in form conferences with officers and substance satisfactory to other representatives of the Partnership Parties and the independent public accountants of the Partnership and the Managers’ representatives, at which letters shall coverthe contents of the Registration Statement and the Prospectus and related matters were discussed, without limitationand although such counsel did not independently investigate or verify the information set forth in the Registration Statement or the Prospectus, and such counsel is not passing upon and does not assume any responsibility for the various financial accuracy, completeness or fairness of the statements and disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus (except to the extent specified in paragraph (xiv) above), based on the foregoing (relying as to factual matters in respect of the determination of materiality to the extent such counsel deems reasonable and appropriate upon the statements of fact made by officers and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings as contemplated in the Statement on Auditing Standards No. 72, as well as confirming that they have performed a review of any unaudited interim financial information representatives of the Partnership included in Parties), no facts have come to such counsel’s attention that have led such counsel to believe that: (1) the Registration Statement, the Disclosure Package and the Prospectus in accordance with Statement on Auditing Standards No. 100. References to the Prospectus in this paragraph (e) include any supplement thereto at the date as of the letter.most recent Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; or (f2) Since the respective dates as of which information is disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise stated of its date and as of the date such opinion is given, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) Material Adverse Change, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment light of the Managers (orcircumstances under which they were made, not misleading, except that in the each case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (g) FINRA shall not have raised any objection such counsel need express no opinion with respect to the fairness financial statements and reasonableness of notes and schedules thereto or other related financial and accounting data contained in, incorporated by reference into or omitted from the terms and arrangements under this Agreement. (h) The Shares shall have been listed and admitted and authorized for trading on Registration Statement or the NASDAQProspectus, and satisfactory evidence of such actions shall have been provided any further amendment or supplement thereto or the exhibits to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Registration Statement. (i) Prior to each Settlement Date and Time of Delivery, as applicable, each YieldCo Party shall have furnished to the Designated Manager such further information, certificates and documents as the Designated Manager may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Managers and counsel for the Managers, this Agreement and all obligations of the applicable Manager hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Manager with respect to itself only. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing. Following any such cancellation by a Manager, this Agreement shall remain in effect as to the other Manager that has not exercised its right to cancel this Agreement pursuant to this Section 6 and any obligations and rights of the Managers under this Agreement shall be satisfied by or afforded to only such other Manager. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Managers, at ▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002, on each such date as provided in this Agreement.

Conditions to the Obligations of the Managers. The obligations of the Managers of any Designated Securities under this the Pricing Agreement and any Terms Agreement relating to such Designated Securities shall be subject to (i) subject, in the accuracy discretion of the Representatives, to the condition that all representations and warranties on the part and other statements of the YieldCo Parties contained herein Company in or incorporated by reference in the Pricing Agreement relating to such Designated Securities are, at and as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of DeliveryDelivery for such Designated Securities, (ii) to true and correct in all material respects, the performance by condition that the Partnership Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 Prospectus in relation to be the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act and in accordance with Section 5(a) hereof; each Issuer Free Writing Prospectus shall have been filed with the Commission pursuant to Rule 433 within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction. (b) Counsel for the Managers shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery for such Designated Securities, with respect to the incorporation of the Company, the validity of the Indenture, the Designated Securities, the Registration Statement, the Prospectus as amended or supplemented, the Time of Sale Information and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. (c) The General Counsel of the Company, or other counsel for the Company satisfactory to the Representatives, shall have furnished to the Representatives such counsel’s written opinion, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, substantially to the effect that: (i) The Company and each Principal Subsidiary have been duly incorporated and each is validly existing as a corporation or other entity under the laws of its jurisdiction of incorporation, has all requisite corporate (or entity) power and authority to own, lease and operate its properties and to conduct its business in all material respects as it is currently being conducted and as described in the Prospectus and the Time of Sale Information; the Company is in good standing under the laws of its jurisdiction of incorporation and is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction where the ownership and leasing of its properties or the conduct of its business requires such qualification, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect; (ii) Each of this Agreement and the Pricing Agreement with respect to the Designated Securities has been duly authorized, executed and delivered by the Company; (iii) To the best of such counsel’s knowledge, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject and, to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities, other than as set forth or incorporated by reference in the Prospectus and the Time of Sale Information and other than those which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; (iv) The Designated Securities have been duly authorized by the Company; assuming (a) that they have been duly signed by the manual or facsimile signatures of officers (specified in such opinion) of the Company (provided that counsel shall not make the assumption in this clause (a) with respect to Designated Securities that are global securities), and (b) that the Designated Securities have been duly authenticated by the Trustee under the Indenture, when issued and delivered to the Managers in exchange for payment therefor in accordance with the terms of this Agreement, the Designated Securities shall constitute valid and binding obligations of the Company, entitled to the benefits provided by the Indenture and enforceable in accordance with their terms except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability; and the Designated Securities and the Indenture conform in all material respects to the descriptions thereof in the Prospectus and the Time of Sale Information; (v) The Indenture has been duly authorized, executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability; the Indenture has been duly qualified under the Trust Indenture Act; (vi) The statements set forth in the Prospectus and the Time of Sale Information under the captions “Description of Notes” and “Description of Debt Securities” (or similar headings referring to the Designated Securities) insofar as they purport to constitute a summary of the terms of the Securities and the provisions of the documents referred to therein, are accurate summaries of the material terms thereof; (vii) The statements made in the Prospectus and the Time of Sale Information under the captions “Certain Tax Considerations – United States Taxation,” insofar as such statements constitute summaries of United States federal income tax law and regulations or matters of United States federal income tax law, are accurate in all material respects; (viii) The issue and sale of the Designated Securities and the compliance by the Company with all of the provisions of the Designated Securities, the Indenture, this Agreement and the Pricing Agreement with respect to the Designated Securities and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute or result in a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other similar agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, other than such as would not reasonably be expected to have a Material Adverse Effect or affect the validity of the Designated Securities or the legal authority of the Company to comply with the Designated Securities, the Indenture, this Agreement or the Pricing Agreement; nor will such actions result in a violation of the provisions of the Restated Certificate of Incorporation of the Company or the Bylaws of the Company, as amended and restated; nor will any such action result in a violation of any statute or any order, rule or regulation of any court or governmental agency or body in the United States having jurisdiction over the Company or any of its subsidiaries or any of their properties other than such as would not reasonably be expected to have a Material Adverse Effect or affect the validity of the Designated Securities or the legal authority of the Company to comply with the Designated Securities, the Indenture, this Agreement or the Pricing Agreement (except to the extent that the issue and sale of the Designated Securities as contemplated by this Agreement and the Pricing Agreement and the distribution of the Designated Securities by the Managers may result in violations of state securities or Blue Sky laws); and except as set forth in the Registration Statement or the Prospectus, no consent, approval, authorization, order, registration or qualification of or with any New York State or Federal court or any such New York State or Federal regulatory authority or other governmental body having jurisdiction over the Company is required for the issue and sale of the Designated Securities by the Company or the consummation by the Company of the other transactions contemplated by this Agreement or the Pricing Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Managers, as to which such counsel need express no opinion; (ix) The documents incorporated by reference in the Prospectus (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; (x) The Registration Statement and the Prospectus as amended or supplemented and any further amendments and supplements thereto made by the Company prior to the Time of Delivery for the Designated Securities (other than the financial statements and related notes and schedules and other financial, statistical and accounting data contained or incorporated by reference therein or omitted therefrom, as to which such counsel need express no opinion) appear on their face to be appropriately responsive in all material respects with the requirements of the Securities Act and the Trust Indenture Act (other than the Trustee’s Statement of Eligibility on Form T-1, as to which such counsel need express no opinion) and the rules and regulations thereunder; and the information included in the Registration Statement in response to Item 10 (insofar as it relates to such counsel) of Form S-3 is to the best of such counsel’s knowledge an accurate statement of the matter therein set forth and fairly presents the information called for with respect to that matter by the Securities Act and the rules and regulations thereunder; (xi) The Registration Statement has become effective under the Securities Act; any required filing of the Prospectus pursuant to Rule 424(b) under the Securities Act has been made in the manner and within the time period required by Rule 424(b) with respect under the Securities Act, any required filing of any Issuer Free Writing Prospectus pursuant to any sale of Shares; each Interim Prospectus Supplement shall have Rule 433 under the Securities Act has been filed made in the manner required by Rule 424(b) and within the time period required by Section 4(p) Rule 433 and, based solely upon such counsel’s review of this Agreement; any material required to be filed the list of stop orders issued by the Partnership pursuant to Rule 433(d) under Commission and published on the ActCommission’s website as of the date of the issuance of the Designated Securities, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have has been issued and under the Securities Act and, to the best of such counsel’s knowledge, no proceedings for that purpose or pursuant to Section 8A of the Securities Act shall have been instituted initiated or threatenedare pending or threatened by the Commission; and (xii) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement, the Prospectus and the Time of Sale Information, will not be an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act. Such counsel may also state that during the preparation of the Registration Statement, the Prospectus and the Time of Sale Information, such counsel has participated in conferences with other officers and representatives of the Company, representatives of Deloitte & Touche LLP, the Managers and their counsel, at which conferences the contents of the Registration Statement, the Prospectus and the Time of Sale Information and related matters were discussed, reviewed and revised. Although such counsel is not passing upon, and does not assume responsibility for, the accuracy, completeness or fairness of such contents (except as expressly indicated in subparagraph (vi) above) and has not made any independent investigation or verification thereof, on the basis of the information which was developed in the course thereof, considered in light of such counsel’s understanding of applicable law and the experience such counsel has gained through its practice thereunder, nothing has come to such counsel’s attention which causes it to believe that: (A) that the Registration Statement or any post-effective amendment thereto, at the time the Registration Statement or any post-effective amendment thereto (including the filing of the Company’s Annual Report on Form 10-K with the Commission) became effective and as of the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) that the Prospectus as of its date and the Time of Delivery included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) that the Time of Sale Information, at the Time of Sale (which the Representatives have informed such counsel was the time prior to the first use of the Free Writing Prospectus) and, as amended or supplemented, if applicable, as of the Time of Delivery, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such counsel need not express any belief as to the financial statements, related notes and supporting schedules and other financial, statistical and accounting data included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information or omitted therefrom or as to the Trustee’s Statement of Eligibility on Form T-1. Such counsel shall also state that such counsel does not know of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference in the Prospectus or required to be described in the Registration Statement or the Prospectus which are not filed or incorporated by reference or described as required. In rendering the foregoing opinion, such counsel may rely upon opinions of local counsel (which may include counsel for the Representatives) satisfactory in form and scope to counsel for the Representatives. (bd) The Partnership shall have requested and caused Partnership Counsel to furnish to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), on every date specified in Section 4(k) of this Agreement, opinions collectively covering the opinions the form of which are attached as Exhibit A. (c) The Managers shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPand Li, Attorneys-at-Law, special Taiwanese counsel for to the Managers, on every date specified in Section 4(l) of this Agreement, Company shall have furnished to the Company and the Representatives such opinion or opinions, dated as the Time of Delivery for such date and addressed to the Managers (orDesignated Securities, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Managers Representatives may reasonably require, and the Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Partnership shall have furnished or caused to be furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), on every date specified in Section 4(j) of this Agreement, a certificate of the Partnership, signed by the chief executive officer or the President of the General Partner, and of the chief financial or chief accounting officer of the General Partner, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto and this Agreement and that: (i) the Partnership has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose or pursuant to Section 8A of the Act have been instituted or, to the Partnership’s knowledge, threatened by the Commission; (ii) since the date of the most recent financial statements included in the Prospectus and the Disclosure Package, there has been no Material Adverse Change, except as set forth in or contemplated in the Disclosure Package and the Prospectus; (iii) the representations, warranties and covenants set forth in Section 2 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and (iv) each of the YieldCo Entities has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such daterequest. (e) The Partnership At the date hereof and at the Time of Delivery, the Representatives shall have requested and caused the Accountants to have furnished to the Managers (or, in the case of received from Deloitte & Touche LLP a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), on every date specified in Section 4(m) hereof and to the extent requested by the Managers in connection with any offering of the Shares, letters (which may refer to letters previously delivered to the Managers), letter dated as of such date, in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Managers, which letters shall cover, without limitation, the various financial containing statements and disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings as contemplated in the Statement on Auditing Standards No. 72, as well as confirming that they have performed a review of any unaudited interim financial information of the Partnership included in the Registration Statement, the Disclosure Package and the Prospectus in accordance with Statement on Auditing Standards No. 100. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. (f) Since the respective dates as of which information is disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise stated therein, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 6 or (ii) Material Adverse Change, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (g) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (h) The Shares shall have been listed and admitted and authorized for trading on the NASDAQ, and satisfactory evidence of such actions shall have been provided to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement). (i) Prior to each Settlement Date and Time of Delivery, as applicable, each YieldCo Party shall have furnished to the Designated Manager such further information, certificates and documents as the Designated Manager may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Managers and counsel for the Managers, this Agreement and all obligations of the applicable Manager hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Manager with respect to itself only. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing. Following any such cancellation by a Manager, this Agreement shall remain in effect as to the other Manager that has not exercised its right to cancel this Agreement pursuant to this Section 6 and any obligations and rights of the Managers under this Agreement shall be satisfied by or afforded to only such other Manager. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Managers, at ▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002, on each such date as provided in this Agreement.of

Conditions to the Obligations of the Managers. The obligations of the Managers under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the YieldCo Parties Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Partnership Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission SEC have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Section 4(p4(q) of this Agreement; any material required to be filed by the Partnership Company pursuant to Rule 433(d) under the Act, Securities Act shall have been filed with the Commission SEC within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act shall have been instituted or threatened. (b) The Partnership Company shall have requested and caused Partnership Counsel Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP to furnish to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, on every each date specified in Section 4(k) of this Agreement, their opinions collectively covering addressed to the opinions Managers, substantially in the form of which are attached hereto as Exhibit A. (c) The Company shall have requested and caused H▇▇▇▇ Lovells US LLP to furnish to the Managers, on each date specified in Section 4(l) of this Agreement, their opinions addressed to the Managers, substantially in the form attached hereto as Exhibit B. (d) The Managers shall have received from D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, counsel for the Managers, on every each date specified in Section 4(l4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Managers may reasonably require, and the Partnership Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (de) The Partnership Company shall have furnished or caused to be furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, on every each date specified in Section 4(j) of this Agreement, a certificate of the PartnershipCompany, signed by the chief executive officer or Chief Executive Officer and the President of the General Partner, and of the chief principal financial or chief accounting officer of the General PartnerCompany, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and the Prospectus and any amendments or supplements or amendments thereto and this Agreement and that: (i) the Partnership representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has received complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement, Statement or any notice objecting to its use has been issued and no proceedings for such that purpose or pursuant to Section 8A of the Act have been instituted or, to the PartnershipCompany’s knowledge, threatened by the Commission;threatened; and (iiiii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus Registration Statement, the Disclosure Package and the Disclosure PackageProspectus (exclusive of any amendment or supplement thereto), there has been no Material Adverse Changematerial adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus; Prospectus (iii) the representations, warranties and covenants set forth in Section 2 exclusive of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and (iv) each of the YieldCo Entities has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed any amendment or satisfied hereunder at or prior to such datesupplement thereto). (ef) The Partnership Company shall have requested and caused the Accountants Ernst & Young LLP to have furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, on every each date specified in Section 4(m4(n) hereof of this Agreement and to the extent requested by the Managers in connection with any offering of the Shares, letters (which may refer to letters previously delivered to the Managers), dated as of such date, in form and substance satisfactory to the Managers, which letters shall cover, without limitation, the various financial statements and disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings as contemplated in the Statement on Auditing Standards No. 7272 or successor standards, as well as confirming that they have performed a review of any unaudited interim financial information of the Partnership Company included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus in accordance with Statement on Auditing Standards No. 100. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. (fg) Since the respective dates as of which information is disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise stated therein, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (ef) of this Section 6 or (ii) Material Adverse Changeany change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof)Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (g) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (h) The Shares shall have been listed and admitted and authorized for trading on the NASDAQ, and satisfactory evidence of such actions shall have been provided to the Managers (or, in the case of a At each Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement). (i) Prior and prior to each Settlement Date and Time of Delivery, as applicable, each YieldCo Party the Company shall have furnished to the Designated Manager such further information, certificates and documents as the Designated Manager may reasonably request. (i) The Shares shall have been listed and admitted and authorized for trading on the Nasdaq Global Market, and satisfactory evidence of such actions shall have been provided to the Managers. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Managers and counsel for the Managers, this Agreement and all obligations of the applicable Manager hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Manager with respect to itself only. Notice of such cancellation shall be given to the Partnership Company in writing or by telephone or facsimile confirmed in writing. Following any such cancellation by a Manager, this Agreement shall remain in effect as to the other Manager Managers that has have not exercised its their right to cancel this Agreement pursuant to this Section 6 6, and any obligations and rights of the Managers under this Agreement shall be satisfied by or afforded to only such other Manager. The documents required to be delivered by this Section 6 shall be delivered at the office of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, counsel for the Managers, at 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500▇▇▇ ▇▇▇▇, Houston▇▇▇ ▇▇▇▇, Texas 77002▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Managers. The obligations of the Managers each Manager under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the YieldCo Calumet Parties contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Partnership Calumet Parties of its their obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Section 4(p) of this Agreement; any material required to be filed by the Partnership pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433Units; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Act shall have been instituted or threatened. (b) The Partnership shall have requested and caused Partnership Counsel to furnish to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), on every date specified in Section 4(k) of this Agreement, opinions collectively covering the opinions the form of which are attached as Exhibit A. (c) The Managers shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., counsel for the Managers, on every date specified in Section 4(l) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Managers may reasonably require, and the Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Partnership shall have furnished or caused to be furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), on every date specified in Section 4(j) of this Agreement, a certificate of the Partnership, signed by the chief executive officer or the President of the General Partner, and of the chief financial or chief accounting officer of the General Partner, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto and this Agreement and that: (i) the Partnership has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose or pursuant to Section 8A of the Act have been instituted or, to the Partnership’s knowledge, threatened by the Commission; (ii) since the date of the most recent financial statements included in the Prospectus and the Disclosure Package, there has been no Material Adverse Change, except as set forth in or contemplated in the Disclosure Package and the Prospectus; (iii) the representations, warranties and covenants set forth in Section 2 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and (iv) each of the YieldCo Entities has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date. (e) The Partnership shall have requested and caused the Accountants to have furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the such Terms Agreement), on every date specified in Section 4(m) hereof and to the extent requested by the Managers in connection with any offering of the SharesRepresentation Date, letters (which may refer to letters previously delivered to the Managers)its opinion, dated as of such date, in form and substance satisfactory to the Managersyou, which letters shall cover, without limitation, the various financial statements and disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings as contemplated in the Statement on Auditing Standards No. 72, as well as confirming that they have performed a review of any unaudited interim financial information of the Partnership included in the Registration Statement, the Disclosure Package and the Prospectus in accordance with Statement on Auditing Standards No. 100. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.effect that: (f) Since the respective dates as of which information is disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise stated therein, there shall not have been (i) any change The Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware LP Act with all necessary limited partnership power and authority to own or decrease specified lease its properties and to conduct its business, in each case in all material respects as described in the letter Prospectus. The Partnership is duly registered or letters referred to in paragraph (e) qualified as a foreign limited partnership for the transaction of this Section 6 or (ii) Material Adverse Change, except as business under the laws of the jurisdictions set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which, in any case referred under its name on Schedule I to in clause (i) or (ii) above, is, in the sole judgment of the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement), so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (g) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (hii) The Shares shall General Partner has been duly formed and is validly existing in good standing as a limited liability company under the Delaware LLC Act with all necessary limited liability company power and authority to own or lease its properties and to conduct its business, and to serve as the general partner of the Partnership, in all material respects as described in the Prospectus. The General Partner is duly registered or qualified as a foreign limited liability company for the transaction of business under the laws of the jurisdictions set forth under its name on Schedule I to this Agreement. (iii) The General Partner is the sole general partner of the Partnership and owns of record a 2.0% general partner interest in the Partnership; and such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement. The General Partner owns such general partner interest free and clear of all Liens (a) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as a debtor is on file in the office of the Secretary of State of the State of Delaware or (b) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act and those arising under (i) the Partnership’s Amended and Restated Credit Agreement, dated as of June 24, 2011 and as amended on December 28, 2011 (as the same may be amended or restated at or prior to the Representation Date, the “Credit Agreement”), (ii) the Amended and Restated ISDA Master Agreement, dated as of January 3, 2008, between Calumet Lubricants Co., Limited Partnership, an Indiana limited partnership (“Calumet”) and ▇. ▇▇▇▇ & Company, as amended on September 30, 2011 (as the same may be amended or restated at or prior to the Representation Date, the “▇. ▇▇▇▇ ISDA Agreement”), (iii) the ISDA Master Agreement, dated as of December 21, 2000, between Calumet and ▇▇▇▇ Supply & Trading, L.P., as amended on April 18, 2006, September 3, 2009, April 21, 2011, May 13, 2011 and September 21, 2011 (as the same may be amended or restated at or prior to the Representation Date, the “▇▇▇▇ ISDA Agreement”), (iv) the ISDA Master Agreement, dated as of July 26, 2006, between Calumet and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commodities, Inc., as amended on January 11, 2007, March 27, 2007 and July 24, 2012 (as the same may be amended or restated at or prior to the Representation Date, the “Merrill ISDA Agreement”), (v) the ISDA Master Agreement, dated as of April 24, 2006, between Calumet and Bank of America, N.A. (as the same may be amended or restated at or prior to the Representation Date, the “BOA ISDA Agreement”), (vi) the ISDA Master Agreement, dated as of October 3, 2011, between Calumet and Barclays Bank PLC (as the same may be amended or restated at or prior to the Representation Date, the “Barclays ISDA Agreement”), (vii) the ISDA Master Agreement, dated as of October 4, 2011, between Calumet Superior, LLC, a Delaware limited liability company (“Calumet Superior”) and BP Products North America Inc. (as the same may be amended or restated at or prior to the Representation Date, the “BPPNA ISDA Agreement”), (viii) the ISDA Master Agreement, dated as of June 1, 2012, between Calumet and Macquarie Bank Limited (as the same may be amended or restated at or prior to the Representation Date, the “Macquarie ISDA Agreement”), (ix) the ISDA Master Agreement, dated as of November 9, 2012, between Calumet Superior and BP Energy Company (as the same may be amended or restated at or prior to the Representation Date, the “BP Energy ISDA Agreement”), (x) the ISDA Master Agreement, dated as of May 10, 2013, between Calumet and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commodities, Inc. (as the same may be amended or restated at or prior to the Representation Date, the “MLCI ISDA Agreement”), (xi) the ISDA Master Agreement, dated as of December 31, 2012, between Calumet and Deutsche Bank AG (as the same may be amended or restated at or prior to the Representation Date, the “Deutsche Bank ISDA Agreement”), (xii) the ISDA Master Agreement dated as of May 31, 2012, between Calumet and ▇.▇. ▇▇▇▇▇▇ Ventures Energy Corporation, as amended July 29, 2013 (as the same may be amended or restated at or prior to the Representation Date, the “▇▇ ▇▇▇▇▇▇ ISDA Agreement”), (xiii) the ISDA Master Agreement dated as of August 16, 2013, between Calumet and Natixis (as the same may be amended or restated at or prior to the Representation Date, the “Natixis ISDA Agreement”), and (xiv) the Collateral Trust Agreement, dated as of April 21, 2011 by and among Calumet, certain of Calumet’s affiliates party thereto from time to time, as guarantors, the counterparties party thereto from time to time and Bank of America, N.A., as administrative agent, as amended on April 21, 2011 and September 30, 2011 (such Collateral Trust Agreement, together with the ▇. ▇▇▇▇ ISDA Agreement, the ▇▇▇▇ ISDA Agreement, the Merrill ISDA Agreement, the BOA ISDA Agreement, the Barclays ISDA Agreement, the BPPNA ISDA Agreement, the Macquarie ISDA Agreement, the BP Energy ISDA Agreement, the MLCI ISDA Agreement, the Deutsche Bank ISDA Agreement, the ▇▇ ▇▇▇▇▇▇ ISDA Agreement and the Natixis ISDA Agreement, the “ISDA Agreements”). (iv) The Common Units, the Incentive Distribution Rights and the limited partner interests represented thereby outstanding as of the date hereof (and prior to the issuance of the Units) have been listed duly authorized and admitted validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by the matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act and may be affected by matters described in the Prospectus under the caption “The Partnership Agreement—Limited Liability”). The General Partner owns of record all of the Incentive Distribution Rights free and clear of all Liens (except restrictions on transferability described in the Prospectus or otherwise contained in the Partnership Agreement) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the General Partner as debtor is on file in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act. (v) The Units to be purchased by, or sold through, any Manager hereunder have been duly authorized for trading on issuance and sale to or through such Manager pursuant to this Agreement and, when issued and delivered by the NASDAQPartnership pursuant to this Agreement against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and satisfactory evidence nonassessable (except as such nonassessability may be affected by the matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act and may be affected by matters described in the Prospectus under the caption “The Partnership Agreement—Limited Liability”). (vi) Except as described in the Prospectus, there are no options, warrants, preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any limited partner interests in the Partnership pursuant to the Partnership Agreement, or, to the knowledge of such actions shall counsel, any other agreement or instrument listed as an exhibit to the Registration Statement to which the Partnership is a party or by which it may be bound. To the knowledge of such counsel, neither the filing of the Registration Statement nor the offering or sale of the Units, as the case may be, as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership under any agreement or instrument listed as an exhibit to the Registration Statement, other than as described in the Prospectus, set forth in the Partnership Agreement or as have been waived. (vii) The Partnership has all necessary partnership power and authority to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. (viii) This Agreement has been duly authorized, executed and delivered by each of the Calumet Parties. (ix) Each of the Partnership Agreement and the General Partner Agreement has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of such parties thereto, enforceable against the parties thereto in accordance with their respective terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by (A) the Enforceability Exceptions and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (x) None of the offering, issuance and sale by the Partnership of the Units pursuant to the Managers Prospectus and this Agreement, the execution, delivery and performance of this Agreement by the Calumet Parties, or the consummation of the transactions contemplated hereby (ori) constitutes or will constitute a violation of the Organizational Documents governing the Partnership, Calumet Operating, LLC, a Delaware limited liability company, Calumet LP GP, LLC, a Delaware limited liability company, Calumet Penreco, LLC, a Delaware limited liability company, Calumet Superior, LLC, a Delaware limited liability company, Calumet Sales Company Incorporated, a Delaware corporation, Calumet Packaging, LLC, a Delaware limited liability company, Calumet Montana Refining, LLC, a Delaware limited liability company, Royal Purple, LLC, a Delaware limited liability company, Calumet RP I, LLC, a Delaware limited liability company, Calumet ▇▇ ▇▇, LLC, a Delaware limited liability company, Calumet RP III, a Delaware limited liability company, Calumet ▇▇ ▇▇, a Delaware limited liability company, Calumet San Antonio Refining, LLC, a Delaware limited liability company, Calumet North Dakota, LLC, a Delaware limited liability company, Calumet Missouri, LLC, a Delaware limited liability company or Bel-Ray Company, LLC, a Delaware limited liability company (collectively, the “Delaware Partnership Entities”), (ii) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default), or result in a lien, under any other agreement filed as an exhibit to the Registration Statement (excluding the Credit Agreement and the ISDA Agreements), or (iii) violates or will violate the Delaware LP Act, the Delaware LLC Act, the Delaware General Corporation Law, federal law or any order, judgment, decree or injunction known to such counsel of any Delaware or federal court to which any of the Partnership Entities or any of their properties is subject, which breach, violation, lien or default in the case of a Representation Date of the type described in Section 4(j)(iiiclause (ii) or (iii), the relevant Manager party would reasonably be expected to the Terms Agreement)have a Material Adverse Effect; provided, however, that counsel need not express any opinion with respect to any federal or state securities laws, blue sky laws, federal laws, federal or state antifraud laws, rules and regulations. (ixi) Prior to each Settlement Date No permit, consent, approval, authorization, order, registration, filing or qualification (“consent”) under the Delaware LP Act, the Delaware LLC Act, the Delaware General Corporation Law or federal law is required for the offering, issuance and Time sale by the Partnership of Delivery, as applicable, each YieldCo Party shall have furnished the Units pursuant to the Designated Manager such further information, certificates Prospectus and documents as the Designated Manager may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, the execution, delivery and performance of this Agreement by the Calumet Parties or if any the consummation by the Calumet Parties of the opinions transactions contemplated by this Agreement, except (i) for such consents as may be required under the Securities Act, the Exchange Act and certificates mentioned above state securities or elsewhere “Blue Sky” laws (and applicable rules and regulations under such laws), in this Agreement shall each case as to which such counsel need not be reasonably satisfactory in form and substance express any opinion, (ii) for such consents which have been obtained or made, (iii) for such consents which (A) are of a routine or administrative nature, (B) are not customarily obtained or made prior to the Managers and counsel for the Managers, consummation of transactions such as those contemplated by this Agreement and all obligations (C) are expected in the reasonable judgment of the applicable Manager hereunder may General Partner to be canceled atobtained or made in the ordinary course of business, (iv) for such consents which, if not obtained, would not, individually or at any time prior toin the aggregate, any Settlement Date reasonably be expected to have a Material Adverse Effect, and (v) as disclosed in the Prospectus. (xii) The statements set forth in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013 under Part II, Item 5. “Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities—Cash Distribution Policy” and in the Prospectus under the caption “Description of the Common Units,” insofar as they purport to constitute summaries of terms of federal law or Time the Delaware LP Act or the Delaware LLC Act, are accurate in all material respects; and the statements included in the Prospectus under the captions “Summary—The Offering,” “Description of Deliverythe Common Units,” “The Partnership Agreement” and “Our Cash Distribution Policy and Restrictions on Distributions,” insofar as they purport to constitute summaries of the terms of the Common Units (including the Units), as applicable, by such Manager with respect to itself only. Notice are accurate summaries of the terms of such cancellation shall be given to the Partnership Common Units in writing or by telephone or facsimile confirmed in writing. Following any such cancellation by a Manager, this Agreement shall remain in effect as to the other Manager that has not exercised its right to cancel this Agreement pursuant to this Section 6 and any obligations and rights of the Managers under this Agreement shall be satisfied by or afforded to only such other Manager. all material respects. (xiii) The documents required to be delivered by this Section 6 shall be delivered at the office opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P. that is filed as Exhibit 8.1 to the Partnership’s Current Report on Form 8-K filed on March 10, counsel 2014 is confirmed, and the Managers may rely upon such opinion as if it were addressed to them. (xiv) The Registration Statement was declared effective under the Securities Act on May 31, 2013 and to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Managers, at ▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002Commission; and any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by such Rule. (xv) The Registration Statement, on each the effective date, and the Prospectus or any further amendment and supplement thereto, made by the Partnership prior to the date of such date as provided in this Agreement.opinion (other than the financial statements, notes or sche

Conditions to the Obligations of the Managers. The respective obligations of the Managers each Manager under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the YieldCo DCP Parties contained herein as of the Execution Time, Time and each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Partnership DCP Parties of its their obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Section 4(p) of this AgreementOffered Units; any other material required to be filed by the Partnership pursuant to Rule 433(d) under the Act, Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Act shall have been instituted or threatened. (b) The Partnership shall have requested and caused the Partnership Counsel to furnish to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, on every date specified Representation Date, its opinion dated as of such date, in Section 4(k) of this Agreement, opinions collectively covering form and substance satisfactory to the opinions Managers to the form of which are attached as effect set forth on Exhibit A.A hereto. (c) The Managers shall have received from ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of DCP Midstream GP, LLC, on every Representation Date, his opinion dated as of such date, in form and substance satisfactory to the Managers to the effect set forth on Exhibit B hereto. (d) The Managers shall have received from ▇▇▇▇▇ LLP▇▇▇▇▇ L.L.P., counsel for the Managers, on every date specified in Section 4(l) of this AgreementRepresentation Date, such its opinion or opinions, dated as of such date and addressed to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, with respect to the issuance and sale of the SharesOffered Units, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Managers may reasonably require, and the Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (de) The Partnership shall have furnished or caused to be furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, on every date specified in Section 4(j) of this AgreementRepresentation Date, a certificate of the Partnership, signed on behalf of the Partnership by the chief executive officer Chairman of the Board or the President and the Chief Financial Officer of the General PartnerDCP Midstream GP, and of the chief financial or chief accounting officer of the General PartnerLLC, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package Statement and the Prospectus and any supplements or amendments thereto and this Agreement and that: (i) subject to modification to incorporate the Partnership disclosures contained in the Registration Statement and the Prospectus, in each case as amended or supplemented as of such date, the representations and warranties of each of the DCP Parties in this Agreement are true and correct on and as of such date with the same effect as if made on such date and each of the DCP Parties has received complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement, Statement or any notice objecting to its use has been issued and no proceedings for such that purpose or pursuant to Section 8A of the Act have been instituted or, to the Partnership’s knowledge, threatened by the Commission;threatened; and (iiiii) since the date of the most recent financial statements included in the Prospectus and the Disclosure PackageProspectus, there has been no Material Adverse ChangeEffect, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus; Prospectus (iii) the representations, warranties and covenants set forth in Section 2 exclusive of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and (iv) each of the YieldCo Entities has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such dateany supplement thereto). (ef) The Partnership shall have requested and caused the Accountants Deloitte & Touche LLP to have furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, on every date specified in Section 4(m) hereof and to the extent requested by the Managers in connection with any offering of the SharesOffered Units, letters (which may refer to letters previously delivered to the Managers), dated as of such date, in form and substance satisfactory to the Managers, which letters shall cover, without limitationManagers (i) confirming that such firm is an independent registered public accounting firm within the meaning of the Act, the various Rules and Regulations and the rules of the PCAOB, (ii) stating, as of the date of such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial statements and disclosures contained information is given in the Registration Statementmost recent Prospectus Supplement, as of a date not more than three days prior to the date of such letter), the Disclosure Package conclusions and findings of such firm with respect to the Prospectus financial information and (iii) covering such other matters as are ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings offerings. (g) The Partnership shall have requested and caused Ernst & Young LLP to have furnished to the Managers, on every date specified in Section 4(m) hereof and to the extent requested by the Managers in connection with any offering of the Offered Units, letters (which may refer to letters previously delivered to the Managers), dated as contemplated of such date, in form and substance satisfactory to the Statement on Auditing Standards No. 72Managers (i) confirming that such firm is an independent registered public accounting firm within the meaning of the Act, the Rules and Regulations and the rules of the PCAOB, (ii) stating, as well as confirming that they have performed a review of any unaudited interim financial information of the Partnership included in the Registration Statement, the Disclosure Package and the Prospectus in accordance with Statement on Auditing Standards No. 100. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. such letter (f) Since or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is disclosed given in the Registration Statementmost recent Prospectus Supplement, as of a date not more than four Business Days prior to the date of such letter), the Disclosure Package conclusions and findings of such firm with respect to the financial information, and (iii) covering such other matters as are ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (h) Since the date of the latest audited financial statements included in the Prospectus, except (i) none of the Partnership Entities or Operating Subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order, investigation or decree, otherwise than as otherwise stated thereinset forth or contemplated in the Prospectus, or shall have become a party to or the subject of any litigation, court or governmental action, investigation, order or decree that is materially adverse to the Partnership Entities and Operating Subsidiaries, taken as a whole, and (ii) there shall not have been (i) any change or decrease specified in the letter capitalization or letters referred to increase in paragraph short-term or long-term debt of any of the Partnership Entities or Operating Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, condition (e) financial or otherwise), stockholders’ equity, partners’ equity, members’ equity, results of this Section 6 operations, properties, business or (ii) Material Adverse Changeprospects of the Partnership Entities and Operating Subsidiaries, except as set forth in or contemplated in the Disclosure Package Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares Offered Units as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package ) and the Prospectus (exclusive of any amendment or supplement thereto). (gi) Between the Execution Time and the time of any sale of Offered Units through the Managers, there shall not have been any decrease in the rating of any of the Partnership’s debt securities by any “nationally recognized statistical rating organization” (as such term is defined under Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement or any Terms Agreement. (hk) The Shares Offered Units shall have been listed and admitted and authorized for trading on the NASDAQNYSE, and satisfactory evidence of such actions shall have been provided to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers. (il) Prior to each Settlement Date and Time of Delivery, as applicable, each YieldCo Party The Partnership shall have furnished to the Designated Manager Managers at each Representation Date such further information, certificates and documents as the Designated Manager Managers or counsel for the Managers may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Managers and counsel for the Managers, this Agreement and all obligations of the applicable Manager Managers hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Manager with respect to itself onlythe Managers. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing. Following any such cancellation by a Manager, this Agreement shall remain in effect as to the other Manager that has not exercised its right to cancel this Agreement pursuant to this Section 6 and any obligations and rights of the Managers under this Agreement shall be satisfied by or afforded to only such other Manager. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇ Holland & ▇▇▇▇▇▇ LLP, counsel for the ManagersDCP Parties, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 2500▇▇▇▇▇ ▇▇▇▇, Houston▇▇▇▇▇▇, Texas 77002▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or electronically if agreed to by the parties, on each such date as provided in this Agreement.

Conditions to the Obligations of the Managers. The obligations of the Managers under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the YieldCo Parties Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Partnership Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission SEC have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Section 4(p4(q) of this Agreement; any material required to be filed by the Partnership Company pursuant to Rule 433(d) under the Act, Securities Act shall have been filed with the Commission SEC within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act shall have been instituted or threatened. (b) The Partnership Company shall have requested and caused Partnership Counsel Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP to furnish to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, on every each date specified in Section 4(k) of this Agreement, their opinions collectively covering addressed to the opinions Managers, substantially in the form of which are attached hereto as Exhibit A. (c) The Company shall have requested and caused H▇▇▇▇ Lovells US LLP to furnish to the Managers, on each date specified in Section 4(l) of this Agreement, their opinions addressed to the Managers, substantially in the form attached hereto as Exhibit B. (d) The Managers shall have received from D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, counsel for the Managers, on every each date specified in Section 4(l4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Managers may reasonably require, and the Partnership Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (de) The Partnership Company shall have furnished or caused to be furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, on every each date specified in Section 4(j) of this Agreement, a certificate of the PartnershipCompany, signed by the chief executive officer or Chief Executive Officer and the President of the General Partner, and of the chief principal financial or chief accounting officer of the General PartnerCompany, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and the Prospectus and any amendments or supplements or amendments thereto and this Agreement and that: (i) the Partnership representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has received complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement, Statement or any notice objecting to its use has been issued and no proceedings for such that purpose or pursuant to Section 8A of the Act have been instituted or, to the PartnershipCompany’s knowledge, threatened by the Commission;threatened; and (iiiii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus Registration Statement, the Disclosure Package and the Disclosure PackageProspectus (exclusive of any amendment or supplement thereto), there has been no Material Adverse Changematerial adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Prospectus; Prospectus (iii) the representations, warranties and covenants set forth in Section 2 exclusive of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and (iv) each of the YieldCo Entities has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed any amendment or satisfied hereunder at or prior to such datesupplement thereto). (ef) The Partnership Company shall have requested and caused the Accountants Ernst & Young LLP to have furnished to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, on every each date specified in Section 4(m4(n) hereof of this Agreement and to the extent requested by the Managers in connection with any offering of the Shares, letters (which may refer to letters previously delivered to the Managers), dated as of such date, in form and substance satisfactory to the Managers, which letters shall cover, without limitation, the various financial statements and disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings as contemplated in the Statement on Auditing Standards No. 7272 or successor standards, as well as confirming that they have performed a review of any unaudited interim financial information of the Partnership Company included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus in accordance with Statement on Auditing Standards No. 100. References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. (fg) Since the respective dates as of which information is disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise stated therein, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (ef) of this Section 6 or (ii) Material Adverse Changeany change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement)Managers, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof)Statement, the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (g) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (h) The Shares shall have been listed and admitted and authorized for trading on the NASDAQ, and satisfactory evidence of such actions shall have been provided to the Managers (or, in the case of a Representation Date of the type described in Section 4(j)(iii), the relevant Manager party to the Terms Agreement). (i) Prior to each Settlement Date and Time of Delivery, as applicable, each YieldCo Party the Company shall have furnished to the Designated Manager such further information, certificates and documents as the Designated Manager may reasonably request. (i) The Shares shall have been listed and admitted and authorized for trading on the Nasdaq Global Market, and satisfactory evidence of such actions shall have been provided to the Managers. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Managers and counsel for the Managers, this Agreement and all obligations of the applicable Manager hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Manager with respect to itself only. Notice of such cancellation shall be given to the Partnership Company in writing or by telephone or facsimile confirmed in writing. Following any such cancellation by a Manager, this Agreement shall remain in effect as to the other Manager Managers that has have not exercised its their right to cancel this Agreement pursuant to this Section 6 6, and any obligations and rights of the Managers under this Agreement shall be satisfied by or afforded to only such other Manager. The documents required to be delivered by this Section 6 shall be delivered at the office of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, counsel for the Managers, at 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500▇▇▇ ▇▇▇▇, Houston▇▇▇ ▇▇▇▇, Texas 77002▇▇▇▇▇, on each such date as provided in this Agreement.