Common use of No Adjustments for Certain Items Clause in Contracts

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.9(b)(v), no adjustment shall be made to the Non- Voting Common Units pursuant to Section 5.9(b)(v)(E) as a result of any of the following: (1) Any issuance of Partnership Interests in exchange for cash; (2) Any grant of Common Units or options, warrants or rights to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants or rights in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the Board of Directors (including any long-term incentive plan); (3) Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) closing of any acquisition by the Partnership of assets or equity interests of NEE or any of its Affiliates, or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding to the extent any such transaction set forth in clause (i), (ii) or (iii) above is validly approved by the Board of Directors; or (4) The issuance of Common Units upon conversion of Non-Voting Common Units. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Non-Voting Common Units under one or more provisions of this Agreement, only one adjustment shall be made to the Non-Voting Common Units in respect of such issuance or event to the extent that applying more than one adjustment would not preserve the economic equivalence between a Common Unit and a Non-Voting Common Unit.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.9(b)(v), no adjustment shall be made to the Non- Non-Voting Common Units pursuant to Section 5.9(b)(v)(E) as a result of any of the following: (1) Any issuance of Partnership Interests in exchange for cash; (2) Any grant of Common Units or options, warrants or rights to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants or rights in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the Board of Directors (including any long-term incentive plan); (3) Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) closing of any acquisition by the Partnership of assets or equity interests of NEE or any of its Affiliates, Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding to the extent any such transaction set forth in clause (i), (ii) or (iii) above is validly approved by the Board of Directors; or (4) The issuance of Common Units upon conversion of Non-Voting Common Units. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Non-Voting Common Units under one or more provisions of this Agreement, only one adjustment shall be made to the Non-Voting Common Units in respect of such issuance or event to the extent that applying more than one adjustment would not preserve the economic equivalence between a Common Unit and a Non-Voting Common Unit.

No Adjustments for Certain Items. (1) Notwithstanding any of the other provisions of this Section 5.9(b)(v5.12(b)(iv), no adjustment shall be made to the Non- Voting Common Units Class A Conversion Rate or the Class A Issue Price pursuant to Section 5.9(b)(v)(E5.12(b)(iv)(F) as a result of any of the following: (1a) Any any issuance of Partnership Interests Securities in exchange for cash; (2b) Any any grant of Common Units or options, warrants or rights to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants or rights in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the Board of Directors General Partner (including any long-term incentive plan); (3c) Any any issuance of Common Units as all or part of the consideration to effect (ia) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) closing of any acquisition by the Partnership of assets or equity interests of NEE or any of its Affiliates, or (iiib) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units – Class A remain Outstanding to the extent any such transaction set forth in clause (i), (iia) or (iiib) above or this clause (c) above is validly approved by the Board of DirectorsGeneral Partner; or (4d) The the issuance of Common Units – Class A upon conversion of Non-Voting Common Units. Class A Preferred Units or any Class A Parity Securities. (2) Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest Securities or other another event would require an adjustment to the Non-Voting Common Units Class A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Non-Voting Common Units Class A Conversion Rate in respect of such issuance or event event. (3) Notwithstanding anything to the extent that applying more than one contrary in Section 5.12(b)(iv)(F), unless otherwise determined by the General Partner, no adjustment would not preserve to the economic equivalence between Class A Conversion Rate or the Class A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.12(b)(iv)(F) if the Class A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Unit and a Non-Voting Common UnitUnits – Class A issuable upon conversion of the Class A Preferred Units immediately prior to such event at the then applicable Class A Conversion Rate, without having to convert their Class A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.9(b)(v4.10(b)(vi), no adjustment shall be made to the Non- Voting Common Units pursuant to Section 5.9(b)(v)(E) Class B Conversion Rate as a result of any of the following: (1) Any any cash distributions made to holders of the Common Units; (2) any issuance of Partnership Interests Securities in exchange for cash; (23) Any any grant of Common Units or options, warrants or rights to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants or rights in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the Board of Directors General Partner (including any long-term incentive plan); (34) Any any issuance of Common Units as all or part of the consideration to effect (iaa) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (iibb) the closing of any acquisition by the Partnership of assets or equity interests of NEE the General Partner or any of its Affiliates, Affiliates or (iiicc) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding to the extent any such transaction set forth in clause (iaa), (iibb) or (iiiccc) above is validly approved by the Board of DirectorsGeneral Partner; or (45) The the issuance of Common Units upon conversion of Non-Voting Common the Class B Units. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest Security or other event would require an adjustment to the Non-Voting Common Units Class B Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Non-Voting Common Units Class B Conversion Rate in respect of such issuance or event and (y) unless otherwise determined by the General Partner at the direction of the Audit Committee, no adjustment to the extent that applying more than one adjustment would not preserve Class B Conversion Rate shall be made with respect to any distribution or other transaction described in Section 4.10(b)(vi)(E) if the economic equivalence between Class B Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Unit and a Non-Voting Common UnitUnits issuable upon conversion of the Class B Units immediately prior to such event at the then applicable Class B Conversion Rate, without having to convert their Class B Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.9(b)(v5.11(b)(vi), no adjustment shall be made to the Non- Voting Common Units Series A Conversion Rate or the Series A Issue Price pursuant to Section 5.9(b)(v)(E5.11(b)(vi)(E) as a result of any of the following: (1) Any issuance of Partnership Interests in exchange for cash;cash; (2) Any grant of Common Units or options, warrants or rights to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants or rights in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the Board of Directors General Partner (including any long-term incentive plan);plan); (3) Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’sarm's-length transaction, (ii) closing of any acquisition by the Partnership of assets or equity interests of NEE DEI or any of its Affiliates, Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding to the extent any such transaction set forth in clause (i), (ii) or (iii) above is validly approved by the Board of DirectorsGeneral Partner; or (4) The issuance of Common Units upon conversion of Non-Voting Common Unitsthe Series A Preferred Units or Series A Parity Securities. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Non-Voting Common Units Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Non-Voting Common Units Series A Conversion Rate in respect of such issuance or event event. Notwithstanding anything to the extent that applying more than one contrary in Section 5.11(b)(vi)(E), unless otherwise determined by the General Partner, no adjustment would not preserve to the economic equivalence between Series A Conversion Rate or the Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.11(b)(v)(E) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Unit and a Non-Voting Common UnitUnits issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.9(b)(v5.11(b)(iv), no adjustment shall be made to the Non- Voting Common Units pursuant to Section 5.9(b)(v)(E) Conversion Rate as a result of any of the following: (1) Any issuance of Partnership Interests in exchange for cash;cash; (2) Any grant of Common Units or options, warrants or rights to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants or rights in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the Board of Directors General Partner (including any long-term incentive plan);plan); (3) Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) closing of any acquisition by the Partnership of assets or equity interests of NEE Delek US or any of its Affiliates, Affiliates in a transaction approved by the Conflicts Committee in accordance with this Agreement or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding outstanding to the extent any such transaction set forth in clause (i), (ii) or (iii) above is validly approved by the Board of DirectorsGeneral Partner; or (4) The issuance of Common Units upon conversion of Non-Voting Common the Preferred Units. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Non-Voting Common Units Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Non-Voting Common Units Conversion Rate in respect of such issuance or event event. Notwithstanding anything to the extent that applying more than one contrary in Section 5.11(b)(iii)(E), unless otherwise determined by the General Partner, no adjustment would not preserve to the economic equivalence between Conversion Rate shall be made with respect to any distribution or other transaction described in Section 5.11(b)(iii)(E) if the Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Unit and a Non-Voting Common UnitUnits issuable upon conversion of the Preferred Units immediately prior to such event at the Reference Price, without having to convert their Preferred Units.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.9(b)(v), no adjustment shall be made to the Non- Voting Common Units pursuant to Section 5.9(b)(v)(E) as a result of any of the following:: for cash; (1) Any issuance of Partnership Interests in exchange for cash;exchange (2) Any grant of Common Units or options, warrants or rights to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants or rights in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the Board of Directors (including any long-term incentive plan); (3) Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) closing of any acquisition by the Partnership of assets or equity interests of NEE or any of its Affiliates, Affiliates or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding to the extent any such transaction set forth in clause (i), (ii) or (iii) above is validly approved by the Board of Directors; or (4) The issuance of Common Units upon conversion of Non-Voting Common Units. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Non-Voting Common Units under one or more provisions of this Agreement, only one adjustment shall be made to the Non-Voting Common Units in respect of such issuance or event to the extent that applying more than one adjustment would not preserve the economic equivalence between a Common Unit and a Non-Voting Common Unit.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.9(b)(v), no adjustment shall be made to the Non- Non-Voting Common Units pursuant to Section 5.9(b)(v)(E) as a result of any of the following: (1) Any issuance of Partnership Interests in exchange for cash; (2) Any grant of Common Units or options, warrants or rights to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants or rights in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the Board of Directors (including any long-term incentive plan); (3) Any issuance of Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of a third party in an arm’s-length transaction, (ii) closing of any acquisition by the Partnership of assets or equity interests of NEE or any of its Affiliates, or (iii) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding to the extent any such transaction set forth in clause (i), (ii) or (iii) above is validly approved by the Board of Directors; or (4) The issuance of Common Units upon conversion of Non-Voting Common Units. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment to the Non-Voting Common Units under one or more provisions of this Agreement, only one adjustment shall be made to the Non-Voting Common Units in respect of such issuance or event to the extent that applying more than one adjustment would not preserve the economic equivalence between a Common Unit and a Non-Voting Common Unit.

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.9(b)(v5.11(e), no adjustment shall be made to the Non- Voting Common Units Series A Conversion Rate, the Series A Redemption Price or the Series A Issue Price pursuant to Section 5.9(b)(v)(E5.11(e)(v) as a result of any of the following: (1A) Any issuance any cash distributions made to holders of Partnership Interests in exchange for cashthe Common Units, Subordinated Units or Series A Preferred Units; (2B) Any any grant of Common Units or options, warrants or rights to purchase or receive Common Units or the issuance of Common Units upon the exercise or vesting of any such options, warrants or rights in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved by the Board of Directors General Partner (including any long-term incentive plan); (3C) Any any issuance of Common Units as all or part of the consideration to effect (i1) the closing of any acquisition by the Partnership or any of its Subsidiaries of assets or equity interests of a third party in an arm’s-length transaction, (ii) closing of any acquisition by the Partnership of assets or equity interests of NEE or any of its Affiliates, transaction or (iii2) the consummation of a merger, consolidation or other business combination of the Partnership with another entity in which the Partnership survives and the Common Units remain Outstanding to the extent Outstanding, provided that any such transaction set forth in clause (i), (ii1) or (iii2) above of this Section 5.11(e)(vi)(C) is validly approved by the Board of Directors; orGeneral Partner; (4D) The the issuance of Common Units or Subordinated Units upon conversion of Series A Preferred Units; (E) the issuance of Common Units upon conversion of Non-Voting Subordinated Units; or (F) the issuance of Common UnitsUnits upon conversion of Series A Preferred Units or Series A Parity Securities. Notwithstanding anything in this Agreement to the contrary, (x) whenever the issuance of a Partnership Interest or other event would require an adjustment to the Non-Voting Common Units Series A Conversion Rate under one or more provisions of this Agreement, only one adjustment shall be made to the Non-Voting Common Units Series A Conversion Rate in respect of such issuance or event and (y) unless otherwise determined by the General Partner, no adjustment to the extent that applying more than one adjustment would not preserve Series A Conversion Rate or the economic equivalence between Series A Issue Price shall be made with respect to any distribution or other transaction described in Section 5.11(e)(v) if the Series A Preferred Unitholders are entitled to participate in such distribution or transaction as if they held a number of Common Unit and a Non-Voting Common UnitUnits issuable upon conversion of the Series A Preferred Units immediately prior to such event at the then applicable Series A Conversion Rate, without having to convert their Series A Preferred Units.