Common use of Authorization, Execution, Delivery and Enforceability of Certain Agreements Clause in Contracts

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice Entities party thereto and will be a valid and legally binding agreement of such Rice Entities, enforceable against such Rice Entities in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings and will be a valid and legally binding agreement of the General Partner and Rice Midstream Holdings, enforceable against the General Partner and Rice Midstream Holdings in accordance with its terms; (iv) the Rice OpCo LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be valid and legally binding agreements of the Partnership, enforceable against the members thereof in accordance with their respective terms; and (v) the Rice Poseidon LLC Agreement will have been duly authorized, executed and delivered by Rice OpCo and will be valid and legally binding agreements of Rice OpCo, enforceable against the members thereof in accordance with their respective terms; provided, that, with respect to each such agreement, the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles (whether considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”).

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) The Transaction Documents will have been duly authorized, executed and delivered by the parties thereto and each will be a valid and legally binding agreement of the Transaction parties thereto, enforceable against such parties in accordance with its terms; (ii) The Commercial Agreements will have been duly authorized, executed and delivered by the Rice Entities party parties thereto and each will be a valid and legally binding agreement of such Rice Entitiesthe parties thereto, enforceable against such Rice Entities in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings parties in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings EPOLP and will be a valid and legally binding agreement of the General Partner and Rice Midstream HoldingsEPOLP, enforceable against the General Partner and Rice Midstream Holdings each of them in accordance with its terms; (iv) the Rice OpCo GP LLC Agreement will have been duly authorized, executed and delivered by EPOLP and will be a valid and legally binding agreement, enforceable against EPOLP in accordance with its terms; (v) the OLPGP LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements of the Partnershipagreement, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (vvi) the Rice Poseidon LLC Operating Partnership Agreement will have been duly authorized, executed and delivered by Rice OpCo the Partnership and the OLPGP and will be a valid and legally binding agreements agreement of Rice OpCothe Partnership and the OLPGP, enforceable against the members thereof each of them in accordance with their respective its terms; (vii) the Initial Operating Subsidiaries Formation Agreements will have been duly authorized, executed and delivered by the parties thereto and each will be a valid and legally binding agreement of the parties thereto, enforceable against such parties in accordance with its terms; provided, however, that, with respect to each such agreementagreement described in this Section 1(u), the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ); and (ii) public policyprovided further that the indemnity, contribution and exoneration provisions contained in any such agreements may be limited by applicable law laws relating to fiduciary duties and indemnification duties, public policy and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements Documents will have been duly authorized, executed and delivered by the Rice Entities Partnership Entity party thereto and will be a valid and legally binding agreement of such Rice EntitiesPartnership Entity, enforceable against such Rice Entities Partnership Entity in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice NBL Midstream Holdings and will be a valid and legally binding agreement of the General Partner and Rice Midstream HoldingsNBL Midstream, enforceable against the General Partner and Rice NBL Midstream Holdings in accordance with its terms; (iii) the GP LLC Agreement will have been duly authorized, executed and delivered by NBL Midstream and will be a valid and legally binding agreement of NBL Midstream, enforceable against NBL Midstream in accordance with its terms; (iv) the Rice OpCo LLC Midstream Services Limited Liability Company Agreement will have been duly authorized, executed and delivered by the Partnership and will be valid and legally binding agreements of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and (v) each of the Rice Poseidon LLC Agreement GP Subsidiaries Limited Liability Company Agreements and the Development Company Agreements of Limited Partnership will have been duly authorized, executed and delivered by Rice OpCo the parties thereto and will be valid and legally binding agreements of Rice OpCosuch parties, enforceable against the members thereof such parties in accordance with their respective terms; provided, that, with respect to each such agreement, the enforceability thereof may be limited by (iA) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice Entities party thereto and will be a valid and legally binding agreement of such Rice Entities, enforceable against such Rice Entities in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) 1. the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Dominion Holdings and will be a valid and legally binding agreement of the General Partner and Rice Midstream Dominion Holdings, enforceable against the General Partner and Rice Midstream Dominion Holdings in accordance with its terms; (iv) 2. the Rice OpCo GP LLC Agreement will have been duly authorized, executed and delivered by Dominion Cove Point and will be a valid and legally binding agreement of Dominion Cove Point, enforceable against Dominion Cove Point in accordance with its terms; 3. the CPH LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (v) 4. the Rice Poseidon LLC Cove Point Partnership Agreement will have been duly authorized, executed and delivered by Rice OpCo Cove Point GP and Dominion Projects and will be a valid and legally binding agreements agreement of Rice OpCoCove Point GP and Dominion Projects, enforceable against Cove Point GP and Dominion Projects in accordance with its terms; 5. the Registration Rights Agreement will have been duly authorized, executed and delivered by the Partnership and Dominion Holdings and will be a valid and legally binding agreement of the Partnership and Dominion Holdings, enforceable against the members thereof Partnership and Dominion Holdings in accordance with their respective its terms; 6. the Parent Credit Agreement will have been duly authorized, executed and delivered by the Partnership and Dominion and will be a valid and legally binding agreement of the Partnership and Dominion, enforceable against the Partnership and Dominion in accordance with its terms; providedand 7. the Services Agreement will have been duly authorized, executed and delivered by the General Partner and Dominion Services and will be a valid and legally binding agreement of the General Partner and Dominion Services, enforceable against the General Partner and Dominion Services in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by (iA) applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice Partnership Entities party thereto and will be a valid and legally binding agreement of each such Rice EntitiesPartnership Entity party thereto, enforceable against such Rice Entities Partnership Entity party thereto in accordance with its terms; (ii) the Amended and Restated Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Summit Investments and will be a valid and legally binding agreement of the General Partner and Summit Investments, enforceable against the General Partner, and Summit Investments in accordance with its terms; (iii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings Summit Investments and will be a valid and legally binding agreement of Rice Midstream HoldingsSummit Investments, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings and will be a valid and legally binding agreement of the General Partner and Rice Midstream Holdings, enforceable against the General Partner and Rice Midstream Holdings Summit Investments in accordance with its terms; (iv) the Rice OpCo The Midstream LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (v) the Rice Poseidon LLC Agreement limited liability company agreements of each of the Operating Subsidiaries will have been duly authorized, executed and delivered by Rice OpCo the members thereof and will be valid and legally binding agreements of Rice OpCothe members thereof, enforceable against the members thereof in accordance with their respective terms; provided, that, with respect to each such agreement, the enforceability thereof may be limited by (iA) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery DateAs of the date hereof: (i1) each of the Transaction Agreements will have General Partner LLC Agreement has been duly authorized, executed and delivered by the Rice Entities party thereto Höegh LNG and will be is a valid and legally binding agreement of such Rice EntitiesHöegh LNG, enforceable against such Rice Entities Höegh LNG in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii2) the Partnership Agreement will have has been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings Höegh LNG and will be is a valid and legally binding agreement of the General Partner and Rice Midstream HoldingsHöegh LNG, enforceable against the General Partner and Rice Midstream Holdings each of them in accordance with its terms; (iv3) the Rice OpCo LLC Agreement will have has been duly authorized, executed and delivered by the Partnership and will be is a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (v4) each of the Rice Poseidon LLC Agreement will have Operating Subsidiaries’ Organizational Agreements has been duly authorized, executed and delivered by Rice OpCo the Operating Company, Höegh Lampung or Höegh FSRU III, as applicable, and will be each such agreement is a valid and legally binding agreements of Rice OpCoagreement, enforceable against the members thereof Operating Company, Höegh Lampung or Höegh FSRU III, as applicable, in accordance with their respective the terms of such agreement; and (5) the Contribution Agreement has been duly authorized, executed and delivered by the Partnership Entities party thereto, and the Contribution Agreement is a valid and legally binding agreement of each such Partnership Entity, enforceable against such parties in accordance with its terms; provided, thathowever, that with respect to each such agreementagreement described in this Section 1(v), the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, winding-up, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ); and (ii) provided further that the indemnity, contribution and exoneration provisions with respect to violations of federal securities laws contained in any of such agreements may be limited by applicable laws and public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”).

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice Xxxxxxx Entities party thereto and will be a valid and legally binding agreement of such Rice Entitiesthe Xxxxxxx Entities party thereto, enforceable against such Rice Xxxxxxx Entities party thereto in accordance with its terms; (i) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Xxxxxxx Holdings and will be a valid and legally binding agreement of the General Partner and Xxxxxxx Holdings, enforceable against the General Partner and Xxxxxxx Holdings in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Xxxxxxx Holdings and will be a valid and legally binding agreement of Rice Midstream Xxxxxxx Holdings, enforceable against Rice Midstream Xxxxxxx Holdings in accordance with its terms;; and (iii) each of the Partnership Agreement Subsidiary LLC Agreements will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings Xxxxxxx Entities party thereto and will be a valid and legally binding agreement of the General Partner and Rice Midstream HoldingsXxxxxxx Entities party thereto, enforceable against the General Partner and Rice Midstream Holdings such Xxxxxxx Entities party thereto in accordance with its terms; (iv) the Rice OpCo LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be valid and legally binding agreements of the Partnership, enforceable against the members thereof in accordance with their respective terms; and (v) the Rice Poseidon LLC Agreement will have been duly authorized, executed and delivered by Rice OpCo and will be valid and legally binding agreements of Rice OpCo, enforceable against the members thereof in accordance with their respective terms; provided, that, with respect to each such agreement, the enforceability thereof may be limited by (iA) applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice Tallgrass Entities party thereto and will be a valid and legally binding agreement of such Rice Tallgrass Entities, enforceable against such Rice Tallgrass Entities in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed Amended and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Restated Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings Tallgrass Development and will be a valid and legally binding agreement of the General Partner and Rice Midstream HoldingsTallgrass Development, enforceable against the General Partner and Rice Midstream Holdings Tallgrass Development in accordance with its terms; (iviii) the Rice OpCo Amended and Restated GP LLC Agreement will have been duly authorized, executed and delivered by Tallgrass GP Holdings and will be a valid and legally binding agreement of Tallgrass GP Holdings, enforceable against Tallgrass GP Holdings in accordance with its terms; and (iv) the Partnership limited liability company agreements of each of the Operating Subsidiaries will have been duly authorized, executed and delivered by the members thereof and will be valid and legally binding agreements of the Partnership, enforceable against the members thereof in accordance with their respective terms; and (v) the Rice Poseidon LLC Agreement will have been duly authorized, executed and delivered by Rice OpCo and will be valid and legally binding agreements of Rice OpCothereof, enforceable against the members thereof in accordance with their respective terms; provided, that, with respect to each such agreement, the enforceability thereof may be limited by (iA) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable or before the Initial Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice Entities party thereto parties thereto, and each will be a valid and legally binding agreement of such Rice Entitiesthe parties thereto, enforceable against such Rice Entities parties in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings and will be a valid and legally binding agreement of the General Partner and Rice Midstream Holdings, enforceable against each of them in accordance with its terms; (iii) the General Partner GP LLC Agreement will have been duly authorized, executed and Rice Midstream delivered by Holdings and will be a valid and legally binding agreement of Holdings, enforceable against Holdings in accordance with its terms; (iv) the Rice OpCo General Partner LP Agreement will have been duly authorized, executed and delivered by GP LLC and Holdings and will be a valid and legally binding agreement of GP LLC and Holdings, enforceable against each of them in accordance with its terms; 7 (v) the OLP GP LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (vvi) the Rice Poseidon LLC CDM LP Agreement will have been duly authorized, executed and delivered by Rice OpCo OLP GP, the Partnership and Holdings and will be a valid and legally binding agreements agreement of Rice OpCoOLP GP, the Partnership and CDM, enforceable against the members thereof each of them in accordance with their respective its terms; provided, however, that, with respect to each such agreementagreement described in this Section 1(w), the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at law) equity), and (ii) public policy, applicable law laws relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable On or before the Initial Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice Entities party thereto and will be a valid and legally binding agreement of such Rice Entities, enforceable against such Rice Entities in accordance with its terms; (ii) the General Partner GP LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings each of C&T Coal and AIM Oxford and will be a valid and legally binding agreement of Rice Midstream Holdingsagreement, enforceable by and against Rice Midstream Holdings each of C&T Coal and AIM Oxford in accordance with its terms; (iiiii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings and will be a valid and legally binding agreement of the General Partner and Rice Midstream Holdingspartners in the Partnership, enforceable by and against the General Partner and Rice Midstream Holdings partners in the Partnership in accordance with its terms; (iviii) the Rice OpCo LLC Operating Company Operating Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements of the Partnershipagreement, enforceable by and against the members thereof Partnership in accordance with their respective its terms; and; (viv) the Rice Poseidon LLC Xxxxxxxx Operating Agreement will have been duly authorized, executed and delivered by Rice OpCo the Operating Company and will be a valid and legally binding agreements of Rice OpCoagreement, enforceable by and against the members thereof Operating Company in accordance with their respective its terms; (v) the Oxford Kentucky Operating Agreement will have been duly authorized, executed and delivered by the Operating Company and will be a valid and legally binding agreement, enforceable by and against the Operating Company in accordance with its terms; (vi) the Xxxxx Operating Agreement will have been duly authorized, executed and delivered by the Operating Company and will be a valid and legally binding agreement, enforceable by and against the Operating Company in accordance with its terms; (vii) the Credit Agreement will have been duly authorized, executed and delivered by the Oxford Entities that are parties thereto and the other parties thereto and will be a valid and legally binding agreement, enforceable by and against the Oxford Entities that are parties thereto in accordance with its terms; (viii) each of the Lease Buyout Agreements will have been duly authorized, and where a signatory thereto executed and delivered by the Oxford Entities that are parties thereto and will be a valid and legally binding agreement, enforceable by and against the Oxford Entities that are parties thereto in accordance with its terms; and (ix) the Administrative and Operational Services Agreement (the “Administrative Services Agreement”), by and among the Partnership, the Operating Company and the General Partner, will have been duly authorized, executed and delivered by the parties thereto and will be a valid and legally binding agreement, enforceable by and against such parties in accordance with its terms; provided, thathowever, that with respect to each such agreementagreement described in this Section 1(x), the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ); and (ii) public policyprovided further that the indemnity, contribution and exoneration provisions contained in any such agreements may be limited by applicable law laws relating to fiduciary duties and indemnification duties, public policy and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements will have The Partnership Agreement has been duly authorized, authorized and executed and validly delivered by the Rice Entities party thereto General Partner and will be is a valid and legally binding agreement of such Rice Entitiesthe General Partner, enforceable against such Rice Entities the General Partner in accordance with its terms; (ii) the General Partner LLC Agreement will have has been duly authorized, authorized and executed and validly delivered by Rice Midstream Holdings and will be is a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Partnership Quicksilver Operating LLC Agreement will have has been duly authorized, authorized and executed and validly delivered by the General Partner Partnership and Rice Midstream Holdings and will be is a valid and legally binding agreement of the General Partner and Rice Midstream HoldingsPartnership, enforceable against the General Partner and Rice Midstream Holdings Partnership in accordance with its terms; (iv) the Rice OpCo Quicksilver OPGP LLC Agreement will has been duly authorized and executed and validly delivered by Quicksilver Operating LLC and is a valid and legally binding agreement of Quicksilver Operating LLC, enforceable against Quicksilver Operating LLC in accordance with its terms; (v) the Processing Partners LP Agreement and the Pipeline Partners LP Agreements have been duly authorized, authorized and executed and validly delivered by Quicksilver OPGP and Quicksilver Operating LLC and are the Partnership and will be valid and legally binding agreements of the PartnershipQuicksilver OPGP and Quicksilver Operating LLC, enforceable against the members thereof Quicksilver OPGP and Quicksilver Operating LLC in accordance with their respective terms; and; (vvi) the Rice Poseidon LLC Purchase and Sale Agreement will have among Cowtown Pipeline L.P., the Partnership and Pipeline Partners (the “Alliance Agreement”) has been duly authorized, authorized and executed and validly delivered by Rice OpCo Cowtown Pipeline L.P., the Partnership and will be Pipeline Partners and is a valid and legally binding agreements agreement of Rice OpCoCowtown Pipeline L.P., the Partnership and Pipeline Partners, enforceable against Cowtown Pipeline L.P., the members thereof Partnership and Pipeline Partners in accordance with their respective its terms; provided, provided that, with respect to each such agreementagreement described in this Section 3(w), the enforceability thereof may be limited (A) by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) with respect to the indemnity, contribution and exoneration provisions therein, by public policy, policy and applicable law laws relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)indemnification.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At or before the time of purchase (and assuming the due authorization, execution and delivery by each applicable Delivery Date:other party thereto (other than the Enogex Parties and OERI)): (i) each of the Transaction Agreements Partnership Agreement will have been be duly authorized, executed and delivered by the Rice Entities party thereto General Partner and OGE Enogex Holdings and will be a valid and legally binding agreement of such Rice Entitiesthe General Partner and OGE Enogex Holdings, enforceable against such Rice Entities the General Partner and OGE Enogex Holdings in accordance with its terms; (ii) the General Partner LLC Agreement will have been be duly authorized, executed and delivered by Rice Midstream OGE Enogex Holdings and will be a valid and legally binding agreement of Rice Midstream OGE Enogex Holdings, enforceable against Rice Midstream OGE Enogex Holdings in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings and will be a valid and legally binding agreement of the General Partner and Rice Midstream Holdings, enforceable against the General Partner and Rice Midstream Holdings in accordance with its terms; (iv) the Rice OpCo Enogex Operating LLC Agreement will have been be duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (viv) the Rice Poseidon Operating Company LLC Agreement will have been be duly authorized, executed and delivered by Rice OpCo Enogex Operating and OGE Enogex Holdings and will be a valid and legally binding agreements agreement of Rice OpCoeach of them and enforceable against each of them in accordance with its terms; (v) each of the Operating Subsidiaries' LLC Agreements will be duly authorized, executed and delivered by the Operating Company and will be a valid and legally binding agreement of the Operating Company, enforceable against the members thereof Operating Company in accordance with their respective its terms; (vi) each of the Contribution Documents will be duly authorized, executed and delivered by each of the Enogex Parties party thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (vii) the Omnibus Agreement will be duly authorized, executed and delivered by each of the Enogex Parties party thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the Credit Facility will be duly authorized, executed and delivered by the Operating Company and will be a valid and legally binding agreement of each of them, enforceable against the Operating Company in accordance with its terms; (ix) the Revolving Agreement will be duly authorized, executed and delivered by the Operating Company and OGE Parent and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; providedand (x) the Services Agreement will be duly authorized, thatexecuted and delivered by the Operating Company and OERI and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; except, with respect to each such agreementagreement described in this Section 3(u), as the enforceability thereof may be limited (A) by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) with respect to the indemnity, contribution and exoneration provisions therein, by public policy, policy and applicable law laws relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Dateor before the time of purchase: (i) each of the Transaction Agreements Partnership Agreement will have been be duly authorized, authorized and executed and validly delivered by the Rice Entities party thereto General Partner and will be a valid and legally binding agreement of such Rice Entitiesthe General Partner, enforceable against such Rice Entities the General Partner in accordance with its terms; (ii) the General Partner LLC Agreement will have been be duly authorized, authorized and executed and validly delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Partnership Quicksilver Operating LLC Agreement will have been be duly authorized, authorized and executed and validly delivered by the General Partner and Rice Midstream Holdings Partnership and will be a valid and legally binding agreement of the General Partner and Rice Midstream HoldingsPartnership, enforceable against the General Partner and Rice Midstream Holdings Partnership in accordance with its terms; (iv) the Rice OpCo Quicksilver OPGP LLC Agreement will have been be duly authorized, authorized and executed and validly delivered by Quicksilver Operating LLC and will be a valid and legally binding agreement of each of them and enforceable against Quicksilver Operating LLC in accordance with its terms; (v) the first amendment to the limited partnership agreements of each of Pipeline Partners and Processing Partners will be duly authorized and executed and validly delivered by each of Quicksilver OPGP and Quicksilver Operating LLC and will be a valid and legally binding agreement of each of them and enforceable against each of Quicksilver OPGP and Quicksilver Operating LLC in accordance with its terms; (vi) the Contribution Agreement will be duly authorized and executed and validly delivered by the Partnership and each of the Partnership Entities party thereto and will be a valid and legally binding agreements agreement of the Partnershipeach of them, enforceable against the members thereof each of them in accordance with their respective its terms; and; (vvii) the Rice Poseidon LLC Omnibus Agreement will have been be duly authorized, authorized and executed and validly delivered by Rice OpCo Quicksilver and each of the Partnership Entities party thereto and will be a valid and legally binding agreements agreement of Rice OpCoeach of them, enforceable against the members thereof each of them in accordance with their respective its terms; (viii) the Credit Facility will be duly authorized and executed and validly delivered by each of the Partnership Entities party thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ix) the Services Agreement will be duly authorized and executed and validly delivered by each of the General Partner and Quicksilver and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (x) the Processing Agreement will be duly authorized and executed and validly delivered by each of Quicksilver, Pipeline Partners and Processing Partners and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided, that, except; with respect to each such agreementagreement described in this Section 3(o), as the enforceability thereof may be limited (A) by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) with respect to the indemnity, contribution and exoneration provisions therein, by public policy, policy and applicable law laws relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)indemnification.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the The Transaction Agreements Documents will have been duly authorized, executed and delivered by the Rice Entities party parties thereto and each will be a valid and legally binding agreement of such Rice Entitiesthe parties thereto, enforceable against such Rice Entities parties in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner MLP GP and Rice Midstream Holdings and will be a valid and legally binding agreement of the General Partner MLP GP and Rice Midstream Holdings, enforceable against each of them in accordance with its terms; (iii) the General Partner El Paso LLC LLC Agreement will have been duly authorized, executed and Rice Midstream Holdings delivered by El Paso and will be a valid and legally binding agreement, enforceable against El Paso in accordance with its terms; (iv) the Rice OpCo MLP GP Agreement will have been duly authorized, executed and delivered by El Paso LLC and will be a valid and legally binding agreement, enforceable against El Paso LLC in accordance with its terms; (v) the Holdings LLC Agreement will have been duly authorized, executed and delivered by El Paso LLC and will be a valid and legally binding agreement, enforceable against El Paso LLC in accordance with its terms; (vi) the OLLC LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements of the Partnershipagreement, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (vvii) the Rice Poseidon LLC Agreement Organizational Agreements of each of the Operating Companies and each of the Subsidiaries (other than OLLC) will have been duly authorized, executed and delivered by Rice OpCo the parties thereto and each will be a valid and legally binding agreements agreement of Rice OpCothe parties thereto, enforceable against the members thereof such parties in accordance with their respective its terms; provided, however, that, with respect to each such agreementagreement described in this Section 1(w), the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ); and (ii) provided further that the indemnity, contribution and exoneration provisions contained in any such agreements may be limited by applicable laws and public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”).

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements will have Partnership Agreement has been duly authorized, authorized and executed and validly delivered by the Rice Entities party thereto General Partner and will be is a valid and legally binding agreement of such Rice Entitiesthe General Partner, enforceable against such Rice Entities the General Partner in accordance with its terms; (ii) the General Partner LLC Agreement will have has been duly authorized, authorized and executed and validly delivered by Rice Midstream Holdings and will be is a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) each of the Partnership Crestwood Operating LLC Agreement, the New Mexico Pipeline LLC Agreement will have and the Crestwood Pipeline LLC Agreement has been duly authorized, authorized and executed and validly delivered by the General Partner Partnership and Rice Midstream Holdings and will be is a valid and legally binding agreement of the General Partner and Rice Midstream HoldingsPartnership, enforceable against the General Partner and Rice Midstream Holdings Partnership in accordance with its terms; (iv) the Rice OpCo Crestwood OPGP LLC Agreement will has been duly authorized and executed and validly delivered by Crestwood Operating LLC and is a valid and legally binding agreement of Crestwood Operating LLC, enforceable against Crestwood Operating LLC in accordance with its terms; (v) the Processing Partners LP Agreement and the Pipeline Partners LP Agreements have been duly authorized, authorized and executed and validly delivered by Crestwood OPGP and Crestwood Operating LLC and are the Partnership and will be valid and legally binding agreements of the PartnershipCrestwood OPGP and Crestwood Operating LLC, enforceable against Crestwood OPGP and Crestwood Operating LLC in accordance with their terms; (vi) the members thereof Panhandle Pipeline LLC Agreement and the Arkansas Pipeline LLC Agreement have been duly authorized and executed and validly delivered by Crestwood Pipeline and are the a valid and legally binding agreements of Crestwood Pipeline LLC, enforceable against Crestwood Pipeline LLC in accordance with their respective terms; and (v) the Rice Poseidon LLC Agreement will have been duly authorized, executed and delivered by Rice OpCo and will be valid and legally binding agreements of Rice OpCo, enforceable against the members thereof in accordance with their respective terms; provided, provided that, with respect to each such agreementagreement described in this Section 3(bb), the enforceability thereof may be limited (A) by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) with respect to the indemnity, contribution and exoneration provisions therein, by public policy, policy and applicable law laws relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)indemnification.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable or before the Initial Delivery Date: (i) each of the The Transaction Agreements Documents will have been duly authorized, executed and delivered by each of the Rice Entities party BreitBurn Parties that are parties thereto and each will be a valid and legally binding agreement of such Rice Entitiesparties thereto, enforceable against such Rice Entities parties in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner as the general partner and Rice Midstream Holdings by Pro GP, Pro LP and BEC as limited partners, and will be a valid and legally binding agreement of each of the General Partner Partner, Pro GP, Pro LP and Rice Midstream HoldingsBEC, enforceable against each of the General Partner Partner, Pro GP, Pro LP and Rice Midstream Holdings BEC in accordance with its terms; (iii) the BMC LLC Agreement will have been duly authorized, executed and delivered by Pro GP, Pro LP and BEC and will be a valid and legally binding agreement of each of Pro GP, Pro LP and BEC, enforceable against each of Pro GP, Pro LP and BEC in accordance with its terms; (iv) the Rice OpCo GP LLC Agreement will have been duly authorized, executed and delivered by BMC and will be a valid and legally binding agreement of BMC, enforceable against BMC in accordance with its terms; (v) the OLP GP Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (vvi) the Rice Poseidon LLC OLP Agreement will have been duly authorized, executed and delivered by Rice OpCo the OLP GP as the general partner and by the Partnership as the limited partner, and will be a valid and legally binding agreements agreement of Rice OpCothe OLP GP and the Partnership, enforceable against each of the OLP GP and the Partnership in accordance with its terms; and (vii) each of the Subsidiary LLC Agreements will be a valid and legally binding agreement of the Operating LP, enforceable against the members thereof Operating LP in accordance with their respective terms; provided, . provided that, with respect to each such agreementagreement described in this Section 1(y), the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (ia) each of the The Transaction Agreements will Documents have been duly authorized, executed and delivered by the Rice Entities party BreitBurn Delaware Parties that are parties thereto and will be a are valid and legally binding agreement agreements of such Rice Entitiesthose parties, enforceable against such Rice Entities them in accordance with its their respective terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iiib) the Partnership Agreement will have has been duly authorized, executed and delivered by the General Partner as the general partner and Rice Midstream Holdings by Pro GP and will be Pro LP as limited partners, and is a valid and legally binding agreement of each of the General Partner Partner, Pro GP, and Rice Midstream HoldingsPro LP, enforceable against each of the General Partner Partner, Pro GP, and Rice Midstream Holdings Pro LP in accordance with its terms; (ivc) the Rice OpCo BMC LLC Agreement will have has been duly authorized, executed and delivered by Pro GP and Pro LP and is a valid and legally binding agreement of each of Pro GP and Pro LP, enforceable against Pro GP and Pro LP in accordance with its terms; (d) the GP LLC Agreement has been duly authorized, executed and delivered by BMC and is a valid and legally binding agreement of BMC, enforceable against BMC in accordance with its terms; (e) the OLP GP Agreement has been duly authorized, executed and delivered by the Partnership and will be is a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and (vf) the Rice Poseidon LLC The OLP Agreement will have has been duly authorized, executed and delivered by Rice OpCo the OLP GP as the general partner and will be by the Partnership as the limited partner and is a valid and legally binding agreements agreement of Rice OpCothe OLP GP and the Partnership, enforceable against each of the members thereof OLP GP and the Partnership in accordance with their respective its terms; provided, provided that, with respect to each such agreementagreement described in this paragraph 16, the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice Partnership Entities party thereto and will be a valid and legally binding agreement of such Rice Entitiesthe Partnership Entities party thereto, enforceable against such Rice Partnership Entities party thereto in accordance with its terms; (ii) the General Partner LLC Credit Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings the Partnership Entities party thereto and will be a valid and legally binding agreement of Rice Midstream Holdingsthe Partnership Entities party thereto, enforceable against Rice Midstream Holdings such Partnership Entities party thereto in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings BSMC and will be a valid and legally binding agreement of the General Partner and Rice Midstream HoldingsBSMC, enforceable against the General Partner and Rice Midstream Holdings BSMC in accordance with its terms; (iv) the Rice OpCo GP LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; (v) the Seventh A/R BSMC LP Agreement, as amended, will have been duly authorized, executed and delivered by the Partnership, BSMC GP and BSNR and will be a valid and legally binding agreement of the Partnership, BSMC GP and BSNR, enforceable against the Partnership, BSMC GP and BSNR in accordance with its terms; and (vvi) the Rice Poseidon BSMC GP LLC Agreement will have been duly authorized, executed and delivered by Rice OpCo the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vii) the Sixth A/R BSNR LLC Agreement will have been duly authorized, executed and delivered by BSMC and will be a valid and legally binding agreement of BSMC, enforceable against BSMC in accordance with its terms; and (viii) the limited liability company agreements and agreements of limited partnership, as applicable, of each of the Operating Subsidiaries, will have been duly authorized, executed and delivered by the members or limited partners, as applicable, thereof, and will be validly and legally binding agreements of Rice OpCothe members or limited partners, as applicable, thereof, enforceable against the members or limited partners, as applicable, thereof in accordance with their respective terms; provided, provided that, with respect to each such agreement, the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable On or before the Initial Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice Entities party thereto and will be a valid and legally binding agreement of such Rice Entities, enforceable against such Rice Entities in accordance with its terms; (ii) the General Partner GP LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings each of C&T Coal and AIM Oxford and will be a valid and legally binding agreement of Rice Midstream Holdingsagreement, enforceable by and against Rice Midstream Holdings each of C&T Coal and AIM Oxford in accordance with its terms; (iiiii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings and will be a valid and legally binding agreement of the General Partner and Rice Midstream Holdingspartners in the Partnership, enforceable by and against the General Partner and Rice Midstream Holdings partners in the Partnership in accordance with its terms; (iviii) the Rice OpCo LLC Operating Company Operating Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements of the Partnershipagreement, enforceable by and against the members thereof Partnership in accordance with their respective its terms; and; (viv) the Rice Poseidon LLC Xxxxxxxx Operating Agreement will have been duly authorized, executed and delivered by Rice OpCo the Operating Company and the other member of Xxxxxxxx Resources and will be a valid and legally binding agreements of Rice OpCoagreement, enforceable by and against the members thereof Operating Company and such other member in accordance with their respective its terms; (v) the Oxford Kentucky Operating Agreement will have been duly authorized, executed and delivered by the Operating Company and will be a valid and legally binding agreement, enforceable by and against the Operating Company in accordance with its terms; (vi) the Xxxxx Operating Agreement will have been duly authorized, executed and delivered by the Operating Company and will be a valid and legally binding agreement, enforceable by and against the Operating Company in accordance with its terms; (vii) the Credit Agreement will have been duly authorized, executed and delivered by the Partnership Parties that are parties thereto and the other parties thereto and will be a valid and legally binding agreement, enforceable by and against the Partnership Parties that are parties thereto in accordance with its terms; (viii) each of the Lease Buyout Agreements will have been duly authorized by the Partnership Parties that are parties thereto and will be a valid and legally binding agreement, enforceable by and against the parties thereto in accordance with its terms; and (ix) the Administrative and Operational Services Agreement (the “Administrative Services Agreement”), by and among the Partnership, the Operating Company and the General Partner, will have been duly authorized, executed and delivered by the parties thereto and will be a valid and legally binding agreement, enforceable by and against such parties in accordance with its terms; provided, however, that, with respect to each such agreementagreement described in this Section 1(x), the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and other similar laws from time to time in effect relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) ); and (ii) public policyprovided, further, that the indemnity, contribution and exoneration provisions contained in any such agreements may be limited by applicable law laws relating to fiduciary duties and indemnification duties, public policy and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the The Transaction Agreements Documents will have been duly authorized, executed and delivered by the Rice Entities party parties thereto and each will be a valid and legally binding agreement of such Rice Entitiesthe parties thereto, enforceable against such Rice Entities parties in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner MLP GP and Rice Midstream Holdings and will be a valid and legally binding agreement of the General Partner MLP GP and Rice Midstream Holdings, enforceable against each of them in accordance with its terms; (iii) the General Partner El Paso LLC LLC Agreement will have been duly authorized, executed and Rice Midstream Holdings delivered by El Paso and will be a valid and legally binding agreement, enforceable against El Paso in accordance with its terms; (iv) the Rice OpCo MLP GP Agreement will have been duly authorized, executed and delivered by El Paso LLC and will be a valid and legally binding agreement, enforceable against El Paso LLC in accordance with its terms; (v) the Holdings LLC Agreement will have been duly authorized, executed and delivered by El Paso LLC and will be a valid and legally binding agreement, enforceable against El Paso LLC in accordance with its terms; (vi) the OLLC LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements of the Partnershipagreement, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (vvii) the Rice Poseidon LLC Agreement Subsidiary Formation Agreements will have been duly authorized, executed and delivered by Rice OpCo the parties thereto and each will be a valid and legally binding agreements agreement of Rice OpCothe parties thereto, enforceable against the members thereof such parties in accordance with their respective its terms; provided, however, that, with respect to each such agreementagreement described in this Section 1(u), the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ); and (ii) provided further that the indemnity, contribution and exoneration provisions contained in any such agreements may be limited by applicable laws and public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”).

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice SemGroup Entities party thereto and will be a valid and legally binding agreement of such Rice SemGroup Entities, enforceable against such Rice SemGroup Entities in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed Amended and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Restated Partnership Agreement will have been duly authorized, executed and delivered by the General Partner Partner, Rose Rock Midstream Corporation and Rice Midstream Rose Rock Holdings and will be a valid and legally binding agreement of the General Partner Partner, Rose Rock Midstream Corporation and Rice Midstream Rose Rock Holdings, enforceable against the General Partner Partner, Rose Rock Midstream Corporation and Rice Midstream Rose Rock Holdings in accordance with its terms; (iii) the Amended and Restated GP LLC Agreement will have been duly authorized, executed and delivered by Rose Rock Holdings and will be a valid and legally binding agreement of Rose Rock Holdings, enforceable against Rose Rock Holdings in accordance with its terms; (iv) the Rice OpCo Operating LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (v) the Rice Poseidon RRME GP LLC Agreement will have been duly authorized, executed and delivered by Rice OpCo Rose Rock Operating and will be a valid and legally binding agreements agreement of Rice OpCoRose Rock Operating, enforceable against the members thereof Rose Rock Operating in accordance with their respective its terms; providedand (vi) the SemCrude LP Agreement will have been duly authorized, executed and delivered, and will be a valid and legally binding agreement of Rose Rock Midstream Energy GP and Rose Rock Operating, enforceable against Rose Rock Midstream Energy GP and Rose Rock Operating in accordance with its terms. provided that, with respect to each such agreement, the enforceability thereof may be limited by (iA) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights and remedies generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iiB) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable or before the Initial Delivery Date: (i) each of the The Transaction Agreements Documents will have been duly authorized, executed and delivered by each of the Rice Entities party BreitBurn Parties that are parties thereto and each will be a valid and legally binding agreement of such Rice Entitiesparties thereto, enforceable against such Rice Entities parties in accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner as the general partner and Rice Midstream Holdings by Pro GP, Pro LP and BEC as limited partners, and will be a valid and legally binding agreement of each of the General Partner Partner, Pro GP, Pro LP and Rice Midstream HoldingsBEC, enforceable against each of the General Partner Partner, Pro GP, Pro LP and Rice Midstream Holdings BEC in accordance with its terms; (iii) the BMC LLC Agreement will have been duly authorized, executed and delivered by Pro GP, Pro LP and BEC and will be a valid and legally binding agreement of each of Pro GP, Pro LP and BEC, enforceable against each of Pro GP, Pro LP and BEC in accordance with its terms; (iv) the Rice OpCo GP LLC Agreement will have been duly authorized, executed and delivered by BMC and will be a valid and legally binding agreement of BMC, enforceable against BMC in accordance with its terms; (v) the OLP GP Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (vvi) the Rice Poseidon LLC OLP Agreement will have been duly authorized, executed and delivered by Rice OpCo the OLP GP as the general partner and by the Partnership as the limited partner, and will be a valid and legally binding agreements agreement of Rice OpCothe OLP GP and the Partnership, enforceable against each of the OLP GP and the Partnership in accordance with its terms; and (vii) each of the Subsidiary LLC Agreements will have been duly authorized, executed and delivered by the Operating LP and will be a valid and legally binding agreement of the Operating LP, enforceable against the members thereof Operating LP in accordance with their respective terms; provided, . provided that, with respect to each such agreementagreement described in this Section 1(x), the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At or before the Closing Time and each applicable Delivery DateDate of Delivery: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice Entities party thereto and will be a valid and legally binding agreement of such Rice Entities, enforceable against such Rice Entities in accordance with its terms; (iiA) the General Partner GP LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings SHC and will be a valid and legally binding agreement of Rice Midstream HoldingsSHC, enforceable against Rice Midstream Holdings SHC in accordance with its terms; (iiiB) the Partnership Agreement will have been duly authorized, executed and delivered by SHC and the General Partner and Rice Midstream Holdings Partner, and will be a valid and legally binding agreement of SHC and the General Partner and Rice Midstream HoldingsPartner, enforceable against the General Partner and Rice Midstream Holdings each of them in accordance with its terms; (ivC) the Rice OpCo Susser Operating LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and; (vD) the Rice Poseidon T&C Wholesale LLC Agreement will have been duly authorized, executed and delivered by Rice OpCo Susser Operating and will be a valid and legally binding agreements agreement of Rice OpCoSusser Operating, enforceable against Susser Operating in accordance with its terms; (E) the Propco LLC Agreement will have been duly authorized, executed and delivered by Susser Operating and will be a valid and legally binding agreement of Susser Operating, enforceable against Susser Operating in accordance with its terms; (F) the SHC Distribution Contract has been duly authorized, executed and delivered by SPC, Susser Operating and Stripes and is a valid and legally binding agreement of SPC, Susser Operating and Stripes, enforceable against each of them in accordance with its terms; (G) the SHC Transportation Contract has been duly authorized, executed and delivered by SPC, Susser Operating and T&C Wholesale is a valid and legally binding agreement of SPC, Susser Operating and T&C Wholesale, enforceable against each of them in accordance with its terms; (H) the Contribution Agreement will have been duly authorized, executed and delivered by SHC, SPC, Stripes, Holdings, the General Partner and the Partnership and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (I) the Omnibus Agreement will have been duly authorized, executed and delivered by SHC, the General Partner and the Partnership and will be a valid and legally binding agreement of SHC, the General Partner and the Partnership, enforceable against each of them in accordance with its terms; (J) the Credit Facilities will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; provided, that, with respect to each such agreementagreement described in this Section 1(a)(xxi), the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ); provided further, that the indemnity, contribution and (ii) exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”).

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (ia) each of the The Transaction Agreements will Documents have been duly authorized, executed and delivered by the Rice Entities party BreitBurn Delaware Parties that are parties thereto and will be a are valid and legally binding agreements of those parties, enforceable against them in accordance with their respective terms; (b) assuming the due authorization, execution and delivery of the Omnibus Agreement by the parties thereto, the Omnibus Agreement is the valid and legally binding agreement of such Rice EntitiesProvident, enforceable against such Rice Entities in Provident accordance with its terms; (ii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings and will be a valid and legally binding agreement of Rice Midstream Holdings, enforceable against Rice Midstream Holdings in accordance with its terms; (iiic) the Partnership Agreement will have has been duly authorized, executed and delivered by the General Partner as the general partner and Rice Midstream Holdings by Pro GP and will be Pro LP as limited partners, and is a valid and legally binding agreement of each of the General Partner Partner, Pro GP, and Rice Midstream HoldingsPro LP, enforceable against each of the General Partner Partner, Pro GP, and Rice Midstream Holdings Pro LP in accordance with its terms; (ivd) the Rice OpCo BMC LLC Agreement will have has been duly authorized, executed and delivered by Pro GP and Pro LP and is a valid and legally binding agreement of each of Pro GP and Pro LP, enforceable against Pro GP and Pro LP in accordance with its terms; (e) the GP LLC Agreement has been duly authorized, executed and delivered by BMC and is a valid and legally binding agreement of BMC, enforceable against BMC in accordance with its terms; (f) the OLP GP Agreement has been duly authorized, executed and delivered by the Partnership and will be is a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; and (vg) the Rice Poseidon LLC The OLP Agreement will have has been duly authorized, executed and delivered by Rice OpCo the OLP GP as the general partner and will be by the Partnership as the limited partner and is a valid and legally binding agreements agreement of Rice OpCothe OLP GP and the Partnership, enforceable against each of the members thereof OLP GP and the Partnership in accordance with their respective its terms; provided, provided that, with respect to each such agreementagreement described in this paragraph 16, the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing (collectively, the “Enforceability Exceptions”)dealing.

Authorization, Execution, Delivery and Enforceability of Certain Agreements. At each applicable Delivery Date: (i) each of the Transaction Agreements will have been duly authorized, executed and delivered by the Rice Partnership Entities party thereto and will be a valid and legally binding agreement of such Rice Entitiesthe Partnership Entities party thereto, enforceable against such Rice Partnership Entities party thereto in accordance with its terms; (ii) the General Partner LLC Credit Agreement will have been duly authorized, executed and delivered by Rice Midstream Holdings the Partnership Entities party thereto and will be a valid and legally binding agreement of Rice Midstream Holdingsthe Partnership Entities party thereto, enforceable against Rice Midstream Holdings such Partnership Entities party thereto in accordance with its terms; (iii) the Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Rice Midstream Holdings BSMC and will be a valid and legally binding agreement of the General Partner and Rice Midstream HoldingsBSMC, enforceable against the General Partner and Rice Midstream Holdings BSMC in accordance with its terms; (iv) the Rice OpCo GP LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreements agreement of the Partnership, enforceable against the members thereof Partnership in accordance with their respective its terms; (v) the Seventh A/R BSMC LP Agreement, as amended, will have been duly authorized, executed and delivered by the Partnership, BSMC GP and BSNR and will be a valid and legally binding agreement of the Partnership, BSMC GP and BSNR, enforceable against the Partnership, BSMC GP and BSNR in accordance with its terms; and (vvi) the Rice Poseidon BSMC GP LLC Agreement will have been duly authorized, executed and delivered by Rice OpCo the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vii) the Sixth A/R BSNR LLC Agreement will have been duly authorized, executed and delivered by BSMC and will be a valid and legally binding agreement of BSMC, enforceable against BSMC in accordance with its terms; and (viii) the limited liability company agreements and agreements of limited partnership, as applicable, of each of the Operating Subsidiaries, will have been duly authorized, executed and delivered by the members or limited partners, as applicable, thereof, and will be validly and legally binding agreements of Rice OpCothe members or limited partners, as applicable, thereof, enforceable against the members or limited partners, as applicable, thereof in accordance with their respective terms; provided, provided that, with respect to each such agreement, the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by equitable general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing dealing. (collectivelygg) Legal Sufficiency of Transaction Agreements. The Transaction Agreements will be legally sufficient to transfer or convey, directly or indirectly, all of the equity interests in BSMC, BSNR and the Operating Subsidiaries to the Partnership, as contemplated by the Registration Statement and the most recent Preliminary Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Transaction Agreements and described in the Registration Statement and the most recent Preliminary Prospectus. Except as described in the Registration Statement and the most recent Preliminary Prospectus, the “Enforceability Exceptions”)Partnership, upon execution and delivery of the Transaction Agreements and consummation of the transactions contemplated thereby, will directly or indirectly succeed in all material respects to the business, assets, properties, liabilities and operations reflected in the financial statements included in the Registration Statement and the most recent Preliminary Prospectus.