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

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein, as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed after the date hereof and prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the performance and observance by the Company of all of its covenants and agreements herein contained and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, or any notice under Rule 401(g)(2) under the Securities Act that would prevent its use, shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the SEC; the Final Prospectus shall have been filed with the SEC pursuant to Rule 424(b) under the Securities Act not later than the close of business on the second business day following the execution and delivery of this Agreement; and the final term sheet contemplated by Section 4(d) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the SEC within the applicable time periods prescribed for such filings by Rule 433 under the Securities Act. (b) [Intentionally Omitted.] (c) [Intentionally Omitted.] (d) [Intentionally Omitted.]

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Notes Underwritten Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein, herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed after the date hereof and prior the Closing Date (for purposes of this Section 6, “Closing Date” shall refer to the Closing Date (including for the filing of Firm Securities and any document incorporated by reference therein) and as Option Closing Date, if different, for the Option Securities), to the accuracy of the Closing Datestatements of the Company made in any certificates pursuant to the provisions hereof, to the performance and observance by the Company of all of its covenants and agreements herein contained obligations hereunder and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement, as amended from time or notice objecting to time, or any notice under Rule 401(g)(2) under the Securities Act that would prevent its use, shall have been issued by the Commission and no proceedings for that purpose shall have been instituted or threatened by threatened. The Prospectus containing the SEC; the Final Prospectus Rule 430B Information shall have been filed with the SEC pursuant to Commission in the manner and within the time period required by Rule 424(b) under without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the Securities Act not later than the close requirements of business on the second business day following the execution and delivery of this Agreement; and the final term sheet contemplated by Section 4(d) hereto, and any other Rule 430B). All material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the SEC Commission within the applicable time periods prescribed presented for such filings under Rule 433. The Company shall have paid the required Commission filing fees relating to the Securities within the time period required by Rule 433 under 456(b)(1)(i) of the Securities Act1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations 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). (b) [Intentionally OmittedThe Company shall have requested and caused ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, to have furnished to the Underwriter their opinion to the effect set forth in Exhibit B attached hereto, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials.] (c) [Intentionally OmittedThe Company shall have requested and caused ▇▇▇▇▇ ▇▇▇▇ LLP, with respect to the opinion set forth in paragraph 1 of Exhibit C, and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, with respect to the opinion set forth in paragraph 2 of Exhibit C, counsel for the Company, to have furnished to the Underwriter their opinion as to tax issues, to the effect set forth in Exhibit C attached hereto, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials.] (d) [Intentionally OmittedThe Company shall have requested and caused ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special Maryland counsel for the Company, to have furnished to the Underwriter their opinion to the effect set forth in Exhibit D attached hereto, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials.] (e) The Underwriter shall have received from Sidley Austin LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Underwriter, with respect to this Agreement, the Registration Statement, the Prospectus and the Disclosure Package and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (f) The Company shall have furnished to the Underwriter a certificate of the Company, signed by the Chairman of the Board of Directors, the President, any Senior Executive Vice President, any Senior Vice President or the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct as of the date hereof and on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement, or notice objecting to its use, has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included or incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package (exclusive of any amendment or supplement thereto), there has been no material 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. (g) At the time of the execution of this Agreement, the Underwriter shall have received from Ernst & Young LLP a letter, dated such date, in form and substance satisfactory to the Underwriter, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference or deemed to be incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package. (h) At the Closing Date, the Underwriter shall have received from Ernst & Young LLP a letter, dated the Closing Date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 6(g) hereof, except that the specified date referred therein to shall be a date not more than three New York business days prior to the Closing Date. (i) Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement, the Prospectus or the Disclosure Package, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 6 or (ii) any 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 Prospectus and the Disclosure Package, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the Prospectus and the Disclosure Package. (j) Prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably request. (k) Subsequent to the date hereof, there shall not have been any decrease in the rating of any of the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization” (as defined by the Commission in Section 3(a)(62) of the ▇▇▇▇ ▇▇▇) 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. Nor shall any such rating organization have publicly announced that it has placed any of the Company’s debt securities or preferred stock on what is commonly termed a “watch list” for possible downgrading. (l) The Securities shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Underwriter. (m) Prior to the Closing Date, the Company shall have furnished to the Underwriter a letter substantially in the form of Exhibit A attached hereto from each officer and director of the Company listed on Schedule D attached hereto, addressed to the Underwriter. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects 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 in all material respects reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be cancelled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Sidley Austin LLP, counsel for the Underwriter, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein, as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed after the date hereof and prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions of this Agreement, to the performance and observance by the Company of all of its covenants and agreements herein contained and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, or any notice under Rule 401(g)(2) under the Securities Act that would prevent its use, shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the SEC; the Final Prospectus shall have been filed with the SEC pursuant to Rule 424(b) under the Securities Act not later than the close of business on the second business day following the execution and delivery of this Agreement; and the final term sheet contemplated by Section 4(d) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the SEC within the applicable time periods prescribed for such filings by Rule 433 under the Securities Act. (b) [Intentionally Omitted.] (c) [Intentionally Omitted.] (d) [Intentionally Omitted.]

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Notes Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company Partnership contained herein, herein as of the date hereofExecution Time, as of the date of the effectiveness of any amendment to the Registration Statement filed after the date hereof and prior to the Closing Date (including and any settlement date pursuant to Section 3 hereof, to the filing of any document incorporated by reference therein) and as accuracy of the Closing Datestatements of the Partnership or ETP LLC made in any certificates pursuant to the provisions hereof, to the performance and observance by the Company of all Partnership of its covenants and agreements herein contained obligations hereunder and to the following additional conditions: (a) No The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and 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, as amended from time to time, Statement or any notice under Rule 401(g)(2) under the Securities Act that would prevent objecting to its use, use shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the SEC; the Final Prospectus shall have been filed with the SEC pursuant to Rule 424(b) under the Securities Act not later than the close of business on the second business day following the execution and delivery of this Agreement; and the final term sheet contemplated by Section 4(d) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the SEC within the applicable time periods prescribed for such filings by Rule 433 under the Securities Actthreatened. (b) [Intentionally OmittedThe Partnership shall have requested and caused (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Partnership, to have furnished to the Underwriter their opinions and negative assurance letter, dated the Closing Date or any settlement date, as the case may be, and addressed to the Underwriter, in the forms set forth in Exhibits ▇-▇, ▇-▇, and B-3 hereto, and (ii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Partnership, to have furnished to the Underwriter their opinion dated the Closing Date or any settlement date, as the case may be, and addressed to the Underwriter, in the form set forth in Exhibit B-4.] (c) [Intentionally OmittedThe Partnership shall have furnished to the Underwriter an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President, General Counsel and Secretary of ETP LLC, addressed to the Underwriter, and dated the Closing Date or any settlement date, as the case may be, in the form set forth in Exhibit C hereto.] (d) [Intentionally OmittedThe Underwriter shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriter, such opinion or opinions, dated the Closing Date and addressed to the Underwriter, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Underwriter 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.] (e) The Partnership shall have furnished to the Underwriter a certificate of ETP LLC, signed by the Chief Executive Officer and the Chief Financial Officer, dated the Closing Date or any settlement date, as the case may be, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that: (i) the representations and warranties of the Partnership in this Agreement are true and correct on and as of the Closing Date or any settlement date, as the case may be, with the same effect as if made on the Closing Date or any settlement date, as the case may be, and the Partnership has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or any settlement date, as the case may be; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Partnership’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect, 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 Final Prospectus (exclusive of any supplement thereto). (f) The Partnership shall have requested and caused ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP to have furnished to the Underwriter, at the Execution Time and at the Closing Date or any settlement date, as the case may be, letters addressed (which may refer to letters previously delivered to the Underwriter), dated respectively as of the Execution Time and as of the Closing Date or any settlement date, as the case may be, in form and substance satisfactory to the Underwriter, which letters shall, (i) confirm that they are independent public accountants within the meaning of the Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) state, as of the date of such letters (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Final Prospectus, as of a date not more than five days prior to the date of such letters), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with public offerings of securities. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any material change or material decrease specified in the letter or letters referred to in paragraph (f) of this Section 6, or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Partnership and the 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 Final 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 Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). (h) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Partnership’s or its Subsidiaries’ debt securities by any “nationally recognized statistical rating organization” (as defined in 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. (i) The Partnership shall have furnished to the Underwriter such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus as of the time of purchase and, if applicable, the additional time of purchase, as the Underwriter may reasonably request. (j) The Securities shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Underwriter. (k) At the Execution Time, the Partnership shall have furnished to the Underwriter each of the signed Lock-Up Agreements referred to in Section 1(dd) hereof, and each such Lock-Up Agreement shall be in full force and effect at the Execution Time, the Closing Date and the settlement date, as the case may be. (l) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transaction contemplated hereby. 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 Underwriter and counsel for the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing.

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein, as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed after the date hereof and prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the performance and observance by the Company of all of its covenants and agreements herein contained and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, or any notice under Rule 401(g)(2) under the Securities Act that would prevent its use, shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the SEC; the Final Prospectus shall have been filed with the SEC pursuant to Rule 424(b) under the Securities Act not later than the close of business on the second business day following the execution and delivery of this Agreement; and the final term sheet contemplated by Section 4(d) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, Act shall have been filed with the SEC within the applicable time periods prescribed for such filings by Rule 433 under the Securities Act. (b) [Intentionally Omitted.] (c) [Intentionally Omitted.] (d) [Intentionally Omitted.]

Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to purchase the Notes Firm Units and the Option Units, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company Partnership Parties contained herein, herein as of the date hereofExecution Time, as of the date of the effectiveness of any amendment to the Registration Statement filed after the date hereof and prior to the Closing Date (including and any settlement date pursuant to Section 3 hereof, to the filing of any document incorporated by reference therein) and as accuracy of the Closing Datestatements of the Partnership Parties made in any certificates pursuant to the provisions hereof, to the performance and observance by the Company Partnership Parties of all of its covenants and agreements herein contained their obligations hereunder and to the following additional conditions: (a) No The Prospectus and any supplement thereto have been filed in the manner and within the time period required by Rule 424(b); 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, as amended from time to time, Statement or any notice under Rule 401(g)(2) under the Securities Act that would prevent objecting to its use, use shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the SEC; the Final Prospectus shall have been filed with the SEC pursuant to Rule 424(b) under the Securities Act not later than the close of business on the second business day following the execution and delivery of this Agreement; and the final term sheet contemplated by Section 4(d) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the SEC within the applicable time periods prescribed for such filings by Rule 433 under the Securities Actthreatened. (b) [Intentionally OmittedThe Partnership shall have requested and caused Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special counsel for the Partnership, and ▇▇▇ ▇. ▇. ▇▇▇▇▇▇, Executive Vice President and General Counsel of the General Partner, to have furnished to the Underwriter their respective legal opinions, dated the Closing Date and any settlement date pursuant to Section 3 hereof, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter, substantially in the form set forth on Exhibits B-1, B-2 and B-3. 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, the State of New York, the State of Texas or the federal laws of the United States, the DGCL, the Delaware LP Act or the Delaware LLC Act, 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 Underwriter and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the General Partner and public officials. References to the Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date.] (c) [Intentionally OmittedThe Partnership shall have requested and caused Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP to have furnished to the Underwriter its negative assurance letters, dated the Closing Date and any settlement date pursuant to Section 3 hereof, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter.] (d) [Intentionally OmittedThe Underwriter shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Underwriter, such opinion or opinions, dated the Closing Date and any settlement date pursuant to Section 3 hereof, and addressed to the Underwriter, with respect to the issuance and sale of the Units, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Underwriter 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.] (e) The Partnership shall have furnished to the Underwriter certificates of the officers of the General Partner, dated the Closing Date and any settlement date pursuant to Section 3 hereof, to the effect that the signers of each such certificate have carefully examined the Registration Statement, the Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus and any amendment or supplement thereto, as well as each electronic roadshow used in connection with the offering of the Units, if any, and this Agreement and that: (i) the representations and warranties of the Partnership Parties in this Agreement are true and correct on and as of the Closing Date and any settlement date pursuant to Section 3 hereof, with the same effect as if made on the Closing Date and any settlement date pursuant to Section 3 hereof, and the Partnership Parties have complied with all the agreements and satisfied all the conditions on their part to be performed or satisfied at the date hereof; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the Partnership Parties, threatened; and (iii) since the date of the most recent financial statements included in the Disclosure Package and the Prospectus (exclusive of any supplement thereto), there has been no Material Adverse Effect except as described in the Disclosure Package and the Prospectus (exclusive of any supplement thereto). (f) The Underwriter shall have received from Ernst & Young LLP customary comfort letters dated the date of this Agreement, the Closing Date and any settlement date, and addressed to the Underwriter (with executed copies for the Underwriter) in the forms satisfactory to the Underwriter, which letters shall cover, without limitation, the various financial disclosures included or incorporated by reference in the Registration Statement, the Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus. (g) The Underwriter shall have received from PricewaterhouseCoopers LLP customary comfort letters dated the date of this Agreement, the Closing Date and any settlement date, and addressed to the Underwriter (with executed copies for the Underwriter) in the forms satisfactory to the Underwriter, which letters shall cover, without limitation, (i) the statements of revenues and direct operating expenses of the Northwest Products System related to certain pipeline and terminal operations of Chevron Pipe Line included or incorporated by reference in the Registration Statement, the Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus and (ii) the consolidated financial statements of QEP Field Services Company, which contributed its natural gas business to QEPFS, which was acquired by the Partnership pursuant to a Membership Interest Purchase Agreement with QEP Field Services Company, dated October 19, 2014, included or incorporated by reference in the Registration Statement, the Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus. References to the Prospectus in paragraph (f) and paragraph (g) above include any supplement thereto at the date of the letter. (h) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any thereof) and the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraphs (f) and (g) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership Entities taken as a whole, whether or not arising from transactions in the ordinary course of business, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the 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). (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Partnership Entities’ debt securities by any “nationally recognized statistical rating organization” (as defined for purposes 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) The Units to be sold on the Closing Date shall have been duly admitted for trading and quotation on the NYSE. (k) At the Execution Time, the Partnership shall have furnished to the Underwriter a letter substantially in the form of Exhibit A hereto from Tesoro, TRMC, Tesoro Alaska and each officer of and director of the General Partner and addressed to the Underwriter. (l) The Underwriter shall have received from the Partnership Parties such additional documents and certificates as the Underwriter or counsel for the Underwriter 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 Underwriter and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., this Agreement and all obligations of the Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriter. Notice of such cancellation shall be given to the Partnership in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the offices of counsel for the Underwriter, at ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002, on the Closing Date and any settlement date pursuant to Section 3 hereof.