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

Conditions of the Managers’ Obligations. The obligations of the Manager are subject to (i) the accuracy of the representations and warranties of the Company as of each Representation Date, (ii) the performance by the Company of its obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, to the knowledge of the Company or the Manager, of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither the Base Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the judgment of the Manager. (c) On every date specified in Section 4(n) hereof, the Manager shall have received an opinion and, as applicable, the negative assurance letter of each Company Counsel, in form and substance satisfactory to the Manager, dated as of such date. (d) On every date specified in Section 4(q) hereof, the Manager shall have received from the Accountant, in form and substance satisfactory to the Manager, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m) hereof, the Manager shall have received a certificate to the effect that (i) the representations and warranties of the Company as set forth in this Agreement are true and correct as of the Bring-Down Delivery Date, (ii) the Company has performed its obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board of directors, or a duly authorized committee thereof, has not revoked, rescinded or otherwise modified or withdrawn such authorization. (f) On every date specified in Section 4(p) hereof, the Manager shall have received a negative assurance letter of Gxxxxxx Procter LLP, counsel to the Manager, in form and substance satisfactory to the Manager, dated as of such date. (g) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (h) The Company shall have filed an application for listing of the Shares on Nasdaq prior to the sale of any Shares hereunder.

Conditions of the Managers’ Obligations. The obligations of the Manager hereunder and under any Terms Agreement are subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the time of the execution of this Agreement, any applicable date referred to in Section 4(p) of this Agreement and on such other dates as reasonably requested by the Manager, the date of any executed Terms Agreement and as of each Representation DateApplicable Time, (ii) Settlement Date and Time of Delivery, the performance by the Company of its obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings initiated under Section 8(d) or 8(e) of the 1933 Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer offering or sale in any jurisdiction, or, or to the knowledge of the Company or the Manager, Manager of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither the Base Prospectus nor any amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the Prospectusstatements therein, and no in the light of the circumstances under which they are made, not misleading; (iv) neither the General Disclosure Package nor any amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (ivv) no none of the Permitted Free Writing Prospectus and no amendment or supplement theretoProspectuses, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to Since the respective dates as of which information is given disclosed in the Registration Statement, the Base Prospectus General Disclosure Package and the Prospectus, except as otherwise stated therein, there shall not have has been no material adverse change, or any Material Adverse Effectdevelopment involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, prospects, properties or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, that, in the reasonable judgment of the Manager, makes it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. (c) On The Company shall furnish to the Manager, at every date specified in Section 4(n4(q) hereofof this Agreement and on such other dates as reasonably requested by the Manager, the Manager shall have received an opinion andof (i) Company Counsel in the form set forth in Exhibit A-1 hereto and (ii) the General Counsel of the Company in the form set forth in Exhibit A-2 hereto, in each case addressed to the Manager, dated as applicable, the negative assurance letter of each Company Counsel, such date and in form and substance satisfactory to the Manager, dated as of such date. (d) On every date At the dates specified in Section 4(q4(s) hereofof this Agreement and on such other dates as reasonably requested by the Manager, the Manager shall have received from the Accountant, Accountants letters dated the date of delivery thereof and addressed to the Manager in form and substance satisfactory to the Manager, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m) hereof, The Company will deliver to the Manager shall have received a certificate certificate, (i) dated as of and delivered on each Filing Date, (ii) dated as of and delivered on the Time of Delivery pursuant to any Terms Agreement, and (iii) on such other dates as reasonably requested by the Manager (each, a “Certificate Date”), of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company to the effect that (iA) the representations and warranties of the Company as set forth in this Agreement are true and correct as of the Bring-Down Delivery Certificate Date, (iiB) the Company has performed shall perform such of its obligations under this Agreement that it is required as are to perform on be performed at or prior to before each such Bring-Down Delivery Certificate Date, (C) there has been no Material Adverse Change since the later of the last Certificate Date and the last Filing Date (iii) except as otherwise disclosed in the conditions set forth in paragraphs (aGeneral Disclosure Package) and (bD) no stop order suspending the effectiveness of Section 6 hereof the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been metinstituted or are pending or are contemplated by the Commission. The In addition, on each Certificate Date, the certificate shall also state that the Shares to be sold on that date have been duly and validly authorized by the Company, Company and that all company corporate action required to be taken for the authorization, issuance and sale of the Shares on that date has been validly and sufficiently taken, and that the Company’s board of directors, or a duly authorized committee thereof, has not revoked, rescinded or otherwise modified or withdrawn such authorization. (f) On The Manager shall have received, at every date specified in Section 4(p4(r) hereofof this Agreement and on such other dates as reasonably requested by the Manager, the Manager shall have received a negative assurance letter favorable opinion of Gxxxxxx Procter Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Manager, dated as of such date, and in form and substance satisfactory to the Manager. (g) At every date specified in Section 4(t) of this Agreement and on such other dates as reasonably requested by the Manager, the Company shall have conducted due diligence sessions, in form and substance satisfactory to the Manager, dated as which shall include the participation of such daterepresentatives of the management of the Company and the accountants of the Company. (gh) All filings with the Commission required by Rule 424 under of the 1933 Act Regulations to have been filed by any the Settlement Date or the Time of Delivery, as the case may be, shall have been made within the applicable time period prescribed for such filing by Rule 424. (hi) The Company Shares shall have filed an application been approved for listing on the NYSE, subject only to notice of the Shares on Nasdaq issuance at or prior to the sale Settlement Date or the Time of any Shares hereunderDelivery, as the case may be.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company Partnership Parties on the date hereof, any Representation Date, any Time of Sale and as of each Representation any Settlement Date, (ii) the performance by the Company Partnership Parties of its their obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares Units for offer or sale in any jurisdiction, or, or to the knowledge of the Company Partnership Parties or the Manager, any Manager of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the judgment of the ManagerManagers. (c) On every date specified in Section 4(n4(o) hereof, the Manager Managers shall have received an opinion and, as applicable, the negative assurance letter of each Company Partnership Counsel, in form and substance satisfactory to the ManagerManagers, with respect to the matters set forth in Exhibit A hereto, dated as of such date. (d) On every date specified in Section 4(q4(o) hereof, the Manager Managers shall have received from the Accountantan opinion of Delaware Counsel, in form and substance satisfactory to the ManagerManagers, a Comfort Letterwith respect to the matters set forth in Exhibit B hereto, dated as of such date. (e) On every date specified in Section 4(m4(q) hereof, the Manager Managers shall have received from Xxxxx Xxxxxxxx, in form and substance satisfactory to the Managers, a Comfort Letter, dated as of such date. (f) On every date specified in Section 4(n) hereof, the Managers shall have received a certificate to the effect that (i) the representations and warranties of the Company Partnership Parties as set forth in this Agreement are true and correct as of the Bring-Down Delivery Representation Date, (ii) the Company has Partnership Parties have performed its their obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Representation Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares Units have been duly and validly authorized by the CompanyPartnership Parties, that all limited partnership and limited liability company action action, as the case may be, required to be taken for the issuance and sale of the Shares Units has been validly and sufficiently taken, and that the CompanyGeneral Partner’s board Board of directors, Directors or a duly authorized committee thereof, any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorizationauthorization or limited partnership and limited liability company action. (fg) On every date specified in Section 4(p) hereof, the Manager Managers shall have received a negative assurance letter an opinion of Gxxxxxx Procter Xxxxxx & Xxxxxxx LLP, counsel to the ManagerManagers, in form and substance satisfactory to the ManagerManagers, dated as of such date. (gh) On every date specified in Section 4(x) hereof, the Managers shall have received from Xxxxxx Xxxxxxxxx, in form and substance satisfactory to the Managers, a Reserve Engineer Letter, dated as of such date. (i) On every date specified in Section 4(o) hereof, the Managers shall have received an opinion of In House Counsel, in form satisfactory to the Managers, with respect to the matters set forth in Exhibit C hereto, dated as of such date. (j) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (hk) The Company Units shall have filed an application been approved for listing on the NASDAQ, subject only to notice of the Shares on Nasdaq issuance at or prior to the sale of any Shares hereunderSettlement Date.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder and under any Terms Agreement are subject to (i) the accuracy of the representations and warranties of the Company Partnership herein on the date hereof, as of each Representation Applicable Time, as of the date of any executed Terms Agreement and as of each Settlement Date, in each case as if made on and as of such date, (ii) the performance by the Company Partnership of its obligations hereunder and (iii) to the following additional conditions precedentconditions: (a) The Prospectus shall have been filed with the Commission in accordance with the 1933 Act and Section 5(a) hereof. (b) The Managers shall have received on every Representation Date a certificate from the Partnership dated such date and signed by an officer of the Partnership to the effect set forth in subclauses (i) and (ii) of the first sentence of this Section 6, but modified as and to the extent provided in Section 5(r). (c) No stop order with respect to suspending the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) be in effect on any Settlement Date; no order of the ActCommission directed to the adequacy of any Incorporated Document shall be in effect on any Settlement Date; no proceedings for either such purpose shall be pending before, or threatened by, the Commission on any Settlement Date; and, subject to Section 5(x), the Manager shall have received on every Representation Date, a certificate from the Partnership dated such date and signed by an officer of the Partnership to the effect that, as of such date, to the best of such officer’s knowledge, no such order is in effect and no order directed at proceedings for either such purpose are pending before, or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, to the knowledge of the Company Partnership threatened by, the Commission. (d) The Managers shall have received from Xxxxxx, Xxxxx & Bockius LLP, counsel for the Partnership, or other counsel reasonably satisfactory to the ManagerManagers, on every date specified in Section 5(t), subject to Section 5(x), an opinion and a negative assurance letter, each dated such date, in substantially the form and substance prescribed in Schedule I hereto (i) with such changes therein as may be agreed upon by the Partnership and the Managers, with the approval of Counsel for the initiation or threatening in writing of any proceedings for any of such purposesManagers, has occurred; and (ii) if the Registration Statement and all amendments thereto Prospectus relating to the Units shall not contain an untrue statement of a material fact be supplemented or omit amended after the Prospectus shall have been filed with the Commission pursuant to state a material fact required to be stated Rule 424, with any changes therein or necessary to make the statements therein not misleading; (iii) neither the Base Prospectus nor the Prospectus, and no amendment reflect such supplementation or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleadingamendment. (be) Subsequent The Managers shall have received from Counsel for the Managers, on every date specified in Section 5(u), subject to Section 5(x), an opinion and a negative assurance letter, dated such date, in substantially the form and substance prescribed in Schedule J hereto (i) with such changes therein as may be agreed upon by the Partnership and the Managers, with the approval of Counsel for the Managers, and (ii) if the Prospectus relating to the Units shall be supplemented or amended after the Prospectus shall have been filed with the Commission pursuant to Rule 424, with any changes therein necessary to reflect such supplementation or amendment. (f) The Managers shall have received from Deloitte & Touche LLP, the Partnership’s independent registered public accounting firm (or any successor thereto), on every date specified in Section 5(w), subject to Section 5(x), a letter or letters (which may refer to letters previously delivered to the Managers) dated the respective dates of delivery thereof, in form and substance satisfactory to the Managers, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (g) The Managers shall have received a certificate from the chief financial officer of the Partnership, in his capacity as chief financial officer only, in form and substance satisfactory to the Managers, on every date specified in Section 5(w), subject to Section 5(x), a letter or letters (which may refer to letters previously delivered to the Managers) dated the respective dates of delivery thereof, in form and substance satisfactory to the Managers, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (h) Since the respective most recent times as of which information is given in the Registration StatementGeneral Disclosure Package, and up to the Base Prospectus and Settlement Date, as the Prospectuscase may be, (i) there shall not have been any Material Adverse Effect, no material adverse change in the judgment business, properties, financial condition or business prospects of the Manager. Partnership and its subsidiaries taken as a whole; and (cii) On every there shall have been no transaction entered into by the Partnership or any of its subsidiaries that is material to the Partnership and its subsidiaries taken as a whole, other than transactions disclosed in or contemplated by the General Disclosure Package, and transactions in the ordinary course of business; and at each date specified in Section 4(n) hereof5(r), the Manager shall have received an opinion and, as applicable, the negative assurance letter of each Company Counsel, in form and substance satisfactory subject to the Manager, dated as of such date. (d) On every date specified in Section 4(q) hereof, the Manager shall have received from the Accountant, in form and substance satisfactory to the Manager, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m) hereof5(x), the Manager shall have received a certificate to such effect from the effect that Partnership signed by an officer of the Partnership. (i) Since the representations respective most recent times as of which information is given in the General Disclosure Package, and warranties up to the Settlement Date, there shall not have occurred (i) any general suspension of trading in securities on the NYSE or any establishment by the NYSE or by the Commission or by any federal or state agency or by the decision of any court of any limitation on prices for such trading or any general restrictions on the distribution of securities, any suspension or material limitation of trading in any securities of the Company as set forth Partnership by any exchange located in this Agreement are true and correct as the United States or on the over-the-counter market located in the United States, or the declaration of the Bring-Down Delivery Datea general moratorium on commercial banking activities by New York or federal authorities, or (ii) any material adverse change in the Company has performed its obligations under this Agreement that it is required to perform on or financial markets in the United States, any outbreak of hostilities, including, but not limited to, an escalation of hostilities which existed prior to the date of this Agreement, any other national or international calamity or crisis or any material adverse change in financial, political or economic conditions affecting the United States, if the effect of any such Bring-Down Delivery Dateevent specified in this clause (ii) is such as to make it, and in the reasonable judgment of the Manager, impracticable or inadvisable to proceed with the offering of the Units. (iiij) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company action required All legal proceedings to be taken for in connection with the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board of directors, or a duly authorized committee thereof, has not revoked, rescinded or otherwise modified or withdrawn such authorization. (f) On every date specified in Section 4(p) hereof, the Manager Units shall have received a negative assurance letter of Gxxxxxx Procter LLP, counsel to the Manager, been satisfactory in form and substance satisfactory to Counsel for the Manager, dated as of such dateManagers. (gk) The Units shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to each Settlement Date. (l) The Common Units shall be an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under the 1934 Act by subsection (c)(1) of such rule, or another exemptive provision shall be satisfied. (m) All filings with the Commission required by Rule 424 under the Act 424(b) to have been filed by any the Settlement Date Date, shall have been made within the applicable time period prescribed for such filing by Rule 424. (h) 424(b). The Company shall have filed an application for listing Partnership will furnish the Managers with such conformed copies of such opinions, certificates, letters and documents as the Manager reasonably requests. The Managers may in their sole discretion waive compliance with any conditions to the obligations of the Shares on Nasdaq prior to the sale of any Shares Managers hereunder.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder and under any Terms Agreement are subject to (i) the accuracy of the representations and warranties of the Company Partnership Parties herein on the date hereof, as of each Representation Applicable Time, as of the date of any executed Terms Agreement and as of each Settlement Date, in each case as if made on and as of such date, (ii) the performance by the Company Partnership Parties of its their obligations hereunder and (iii) to the following additional conditions precedentconditions: (a) The Prospectus shall have been filed with the Commission in accordance with the 1933 Act and Section 5(a) hereof. (b) The Managers shall have received on every Representation Date a certificate from the General Partner on behalf of the Partnership dated such date and signed by an officer of the General Partner on behalf of the Partnership to the effect set forth in subclauses (i) and (ii) of the first sentence of this Section 6, but modified as and to the extent provided in Section 5(r). (c) No stop order with respect to suspending the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) be in effect on any Settlement Date; no order of the ActCommission directed to the adequacy of any Incorporated Document shall be in effect on any Settlement Date; no proceedings for either such purpose shall be pending before, or threatened by, the Commission on any Settlement Date; and, subject to Section 5(z), the Manager shall have received on every Representation Date, a certificate from the Partnership dated such date and signed by an officer of General Partner on behalf of the Partnership to the effect that, as of such date, to the best of such officer’s knowledge, no such order is in effect and no order directed at proceedings for either such purpose are pending before, or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, to the knowledge of the Company Partnership threatened by, the Commission. (d) The Managers shall have received from Xxxxxx Xxxxx & Xxxxxxx LLP, counsel for the Partnership, or other counsel reasonably satisfactory to the ManagerManagers, on every date specified in Section 5(t), subject to Section 5(z), an opinion and a negative assurance letter, each dated such date, in substantially the form and substance prescribed in Schedule J hereto (i) with such changes therein as may be agreed upon by the Partnership and the Managers, with the approval of Counsel for the initiation or threatening in writing of any proceedings for any of such purposesManagers, has occurred; and (ii) if the Registration Statement and all amendments thereto Prospectus relating to the Units shall not contain an untrue statement of a material fact be supplemented or omit amended after the Prospectus shall have been filed with the Commission pursuant to state a material fact required to be stated Rule 424, with any changes therein or necessary to make the statements therein not misleading; (iii) neither the Base Prospectus nor the Prospectus, and no amendment reflect such supplementation or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleadingamendment. (be) Subsequent The Managers shall have received from Counsel for the Managers, on every date specified in Section 5(u), subject to Section 5(z), an opinion and a negative assurance letter, dated such date, in substantially the form and substance prescribed in Schedule K hereto (i) with such changes therein as may be agreed upon by the Partnership and the Managers, with the approval of Counsel for the Managers, and (ii) if the Prospectus relating to the Units shall be supplemented or amended after the Prospectus shall have been filed with the Commission pursuant to Rule 424, with any changes therein necessary to reflect such supplementation or amendment. (f) The Managers shall have received from XxXxxxxx Xxxxxxxx LLP, counsel for the Partnership, or other counsel reasonably satisfactory to the Managers, on every date specified in Section 5(v), subject to Section 5(z), an opinion, dated such date, in substantially the form and substance prescribed in Schedule L hereto (i) with such changes therein as may be agreed upon by the Partnership and the Managers, with the approval of Counsel for the Managers, and (ii) if the Prospectus relating to the Units shall be supplemented or amended after the Prospectus shall have been filed with the Commission pursuant to Rule 424, with any changes therein necessary to reflect such supplementation or amendment. (g) The Managers shall have received from Deloitte & Touche LLP, the Partnership’s independent registered public accounting firm (or any successor thereto), on every date specified in Section 5(w), subject to Section 5(z), a letter or letters (which may refer to letters previously delivered to the Managers) dated the respective dates of delivery thereof, in form and substance satisfactory to the Managers, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (h) The Managers shall have received from PWC, on every date specified in Section 5(x), subject to Section 5(z), a letter or letters (which may refer to letters previously delivered to the Managers) dated the respective dates of delivery thereof, in form and substance satisfactory to the Managers, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus; provided that PWC shall not be required to deliver such a letter after NET Midstream is reflected in the audited financial statements of the Partnership for the year ended December 31, 2015. (i) The Managers shall have received a certificate from the chief financial officer of the General Partner, in his capacity as chief financial officer only, in form and substance satisfactory to the Managers, on every date specified in Section 5(y), subject to Section 5(z), a letter or letters (which may refer to letters previously delivered to the Managers) dated the respective dates of delivery thereof, in form and substance satisfactory to the Managers, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (j) Since the respective most recent times as of which information is given in the Registration StatementGeneral Disclosure Package, and up to the Base Prospectus and Settlement Date, as the Prospectuscase may be, (i) there shall not have been any Material Adverse Effect, no material adverse change in the judgment business, properties, financial condition or business prospects of the Manager. Partnership and its subsidiaries taken as a whole; and (cii) On every there shall have been no transaction entered into by the Partnership or any of its subsidiaries that is material to the Partnership and its subsidiaries taken as a whole, other than transactions disclosed in or contemplated by the General Disclosure Package, and transactions in the ordinary course of business; and at each date specified in Section 4(n) hereof5(r), the Manager shall have received an opinion and, as applicable, the negative assurance letter of each Company Counsel, in form and substance satisfactory subject to the Manager, dated as of such date. (d) On every date specified in Section 4(q) hereof, the Manager shall have received from the Accountant, in form and substance satisfactory to the Manager, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m) hereof5(z), the Manager shall have received a certificate to such effect from the effect that Partnership signed by an officer of the General Partner on behalf of the Partnership. (k) Since the respective most recent times as of which information is given in the General Disclosure Package, and up to the Settlement Date, there shall not have occurred (i) any general suspension of trading in securities on the representations and warranties NYSE or any establishment by the NYSE or by the Commission or by any federal or state agency or by the decision of any court of any limitation on prices for such trading or any general restrictions on the distribution of securities, any suspension or material limitation of trading in any securities of the Company as set forth Partnership by any exchange located in this Agreement are true and correct as the United States or on the over‑the‑counter market located in the United States, or the declaration of the Bring-Down Delivery Datea general moratorium on commercial banking activities by New York or federal authorities, or (ii) any material adverse change in the Company has performed its obligations under this Agreement that it is required to perform on or financial markets in the United States, any outbreak of hostilities, including, but not limited to, an escalation of hostilities which existed prior to the date of this Agreement, any other national or international calamity or crisis or any material adverse change in financial, political or economic conditions affecting the United States, if the effect of any such Bring-Down Delivery Dateevent specified in this clause (ii) is such as to make it, and in the reasonable judgment of the Manager, impracticable or inadvisable to proceed with the offering of the Units. (iiil) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company action required All legal proceedings to be taken for in connection with the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board of directors, or a duly authorized committee thereof, has not revoked, rescinded or otherwise modified or withdrawn such authorization. (f) On every date specified in Section 4(p) hereof, the Manager Units shall have received a negative assurance letter of Gxxxxxx Procter LLP, counsel to the Manager, been satisfactory in form and substance satisfactory to Counsel for the Manager, dated as of such dateManagers. (gm) The Units shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to each Settlement Date. (n) The Common Units shall be an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under the 1934 Act by subsection (c)(1) of such rule, or another exemptive provision shall be satisfied. (o) All filings with the Commission required by Rule 424 under the 1933 Act to have been filed by any the Settlement Date Date, shall have been made within the applicable time period prescribed for such filing by Rule 424. (h) . The Company shall have filed an application for listing Partnership will furnish the Managers with such conformed copies of such opinions, certificates, letters and documents as the Manager reasonably requests. The Managers may in their sole discretion waive compliance with any conditions to the obligations of the Shares on Nasdaq prior to the sale of any Shares Managers hereunder.

Conditions of the Managers’ Obligations. The obligations of the Manager Managers hereunder are subject to (i) the accuracy of the representations and warranties on the part of the Company Partnership Parties on the date hereof, any applicable Representation Date and as of each Representation Settlement Date, (ii) the performance by the Company Partnership Parties of its their obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares Units for offer offering or sale in any jurisdiction, or, or to the knowledge of the Company Partnership Parties or the Manager, Managers of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectus Prospectuses, if any, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (v) none of the Permitted Free Writing Prospectuses, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, no material and unfavorable change, financial or otherwise (other than as referred to or incorporated by reference in the Registration Statement and Prospectus), there shall not have been any Material Adverse Effectin the business, condition or prospects of the Partnership and its Operating Subsidiaries taken as a whole, in the judgment of the ManagerManagers, shall occur or become known and no transaction which is material and unfavorable to the Partnership (other than as referred to or incorporated by reference in the Registration Statement and Prospectus) in the judgment of the Managers, shall have been entered into by the Partnership or any of its Operating Subsidiaries. (c) On The Partnership Parties shall furnish to the Managers, at every date specified in Section 4(n4(r) hereofof this Agreement, an opinion of Partnership Counsel, addressed to the Managers, and dated as of such date, and in form satisfactory to the Managers, in the form set forth in Exhibit A hereto. (d) The Partnership Parties shall furnish to the Managers, at every date specified in Section 4(s) of this Agreement, an opinion of In-House Counsel, addressed to the Managers, and dated as of such date, and in form satisfactory to the Managers, in the form set forth in Exhibit B hereto. (e) At the dates specified in Sections 4(v) and 4(w) of this Agreement, the Manager Managers shall have received an opinion andfrom (A) KPMG and (B) HT, for so long as applicableany financial information related to the Partnership for the year ended December 31, 2013 and prior is included or incorporated by reference in the negative assurance letter Registration Statement or the Prospectus, letters dated the date of each Company Counsel, delivery thereof and addressed to the Managers in form and substance satisfactory to the Manager, dated as of such dateManagers. (df) On The Partnership Parties shall deliver to the Managers, at every date Representation Date specified in Section 4(q) hereof, the Manager shall have received from the Accountant, in form and substance satisfactory to the Managerof this Agreement, a Comfort Letter, dated as certificate of such date. (e) On every date specified in Section 4(m) hereof, the Manager shall have received a certificate two executive officers to the effect that (i) the representations and warranties of the Company Partnership Parties as set forth in this Agreement (as amended by disclosures included or incorporated by reference in the Registration Statement and the Prospectus) are true and correct as of the Bring-Down Delivery Representation Date, (ii) the Company has Partnership Parties have performed its their obligations under this Agreement that it is required as are to perform on be performed at or prior to before such Bring-Down Delivery Representation Date, and (iii) the conditions set forth in paragraphs (a) and (b) of this Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board of directors, or a duly authorized committee thereof, has not revoked, rescinded or otherwise modified or withdrawn such authorization. (fg) On The Managers shall have received, at every date specified in Section 4(p4(u) hereofof this Agreement, the Manager shall have received a negative assurance letter favorable opinion of Gxxxxxx Procter Xxxxxx & Xxxxxxx LLP, counsel to the ManagerManagers, dated as of such date, and in form and substance satisfactory to the ManagerManagers. (h) The Managers shall have received, at every date specified in Section 4(t) of this Agreement, a certificate of the Secretary or Assistant Secretary of the General Partner, dated as of such date, and in form and substance satisfactory to the Managers. (gi) All filings with the Commission required by Rule 424 or Rule 433 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424424 (without reliance on Rule 424(b)(8)) and Rule 433, respectively. (hj) The Company Units shall have filed an application been approved for listing on the NYSE, subject only to notice of the Shares on Nasdaq issuance at or prior to the sale of any Shares hereunderSettlement Date.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company Partnership as of each Representation Date, (ii) the performance by the Company Partnership of its obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings initiated under Section 8(d) or 8(e) of the Securities Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares Units for offer or sale in any jurisdiction, or, or to the knowledge of the Company Partnership or the Manager, any Manager of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the reasonable judgment of the ManagerManagers. (c) On every date specified in Section 4(n4(o) hereof, the Manager Managers shall have received an opinion and, as applicable, the and negative assurance letter of each Company Partnership Counsel, in form and substance satisfactory to the ManagerManagers, with respect to the matters set forth in Exhibit A hereto, dated as of such date. (d) On every date specified in Section 4(q4(o) hereof, the Manager Managers shall have received from the Accountantan opinion of Delaware Counsel, in form and substance satisfactory to the ManagerManagers, a Comfort Letterwith respect to the matters set forth in Exhibit B hereto, dated as of such date. (e) On every date specified in Section 4(m4(q) hereof, the Manager Managers shall have received from the Accountants, in form and substance satisfactory to the Managers, a Comfort Letter, dated as of such date. (f) On every date specified in Section 4(n) hereof, the Managers shall have received a certificate to the effect that (i) the representations and warranties of the Company Partnership as set forth in this Agreement are true and correct as of the Bring-Down Delivery Date; provided, however, that such certificate may provide for such revisions to the representations in Section 2(f) and (i) as may be required to accurately reflect the matters covered therein as of the applicable Bring-Down Delivery Date (ii) the Company Partnership has performed its obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares Units have been duly and validly authorized by the CompanyPartnership, that all limited partnership and limited liability company action action, as the case may be, required to be taken for the issuance and sale of the Shares Units has been validly and sufficiently taken, and that the CompanyGeneral Partner’s board Board of directors, Directors or a duly authorized committee thereof, any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorizationauthorization or limited partnership and limited liability company action. (fg) On every date specified in Section 4(p) hereof, the Manager Managers shall have received a an opinion and negative assurance letter of Gxxxxxx Procter Xxxxxxx Xxxxx Xxxxxx LLP, counsel to the ManagerManagers, in form and substance satisfactory to the ManagerManagers, dated as of such date. (gh) All filings with the Commission required by Rule 424 under the Securities Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (hi) The Company Units shall have filed an application been approved for listing on the NYSE, subject only to notice of the Shares on Nasdaq issuance at or prior to the sale of any Shares hereunderSettlement Date.

Conditions of the Managers’ Obligations. The obligations of the Manager hereunder and under any Terms Agreement are subject to (i) the accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section 4(p) of this Agreement, the date of any executed Terms Agreement and as of each Representation DateSettlement Date and Time of Delivery, (ii) the performance by the Company of its obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer offering or sale in any jurisdiction, or, or to the knowledge of the Company or the Manager, Manager of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Basic Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Basic Prospectus or Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectus Prospectuses, if any, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (v) none of the Permitted Free Writing Prospectuses, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent No material and unfavorable change, financial or otherwise (other than as referred to the respective dates as of which information is given in the Registration Statement, the Base Prospectus Statement and the Prospectus, there shall not have been any Material Adverse Effect), in the judgment business, condition or prospects of the ManagerCompany and each of its Subsidiaries, taken as a whole, shall occur or become known and no transaction which is material and unfavorable to the Company (other than as referred to in the Registration Statement and Prospectus) shall have been entered into by the Company or any of its Subsidiaries. (c) On The Company shall have delivered to the Manager, at every date specified in Section 4(n4(q) hereofof this Agreement, an opinion of Company Counsel, addressed to the Manager, and dated as of such date, and in form satisfactory to the Manager, in the form set forth in Exhibit A hereto as modified as contemplated by Section 4(q) of this Agreement. (d) At the dates specified in Section 4(s) of this Agreement, the Manager shall have received an opinion and, as applicable, from the negative assurance letter Accountants letters dated the date of each Company Counsel, delivery thereof and addressed to the Manager in form and substance satisfactory to the Manager, dated as of such date. (d) On every date specified in Section 4(q) hereof, the Manager shall have received from the Accountant, in form and substance satisfactory to the Manager, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m) hereof, The Company shall have delivered to the Manager shall have received a certificate certificate, (i) dated as of and delivered at each Filing Date and (ii) dated as of and delivered on the Time of Delivery pursuant to any Terms Agreement, (each, a “Certificate Date”), of two of its executive officers to the effect that (i) the representations and warranties of the Company as set forth in this Agreement are true and correct as of the Bring-Down Delivery Certificate Date, (ii) the Company has performed shall perform such of its obligations under this Agreement that it is required as are to perform on be performed at or prior to before each such Bring-Down Delivery Certificate Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof 5 have been met. The In addition, on each Certificate Date, the certificate shall also state that the Shares to be sold on that date have been duly and validly authorized by the Company, Company and that all company corporate action required to be taken for the authorization, issuance and sale of the Shares on that date has been validly and sufficiently taken, and that the Company’s board of directors, or a duly authorized committee thereof, has not revoked, rescinded or otherwise modified or withdrawn such authorization. (f) On The Manager shall have received, at every date specified in Section 4(p4(r) hereofof this Agreement, the Manager shall have received a negative assurance letter favorable opinion of Gxxxxxx Procter Shearman & Sterling LLP, counsel to the Manager, in form and substance satisfactory to the Manager, dated as of such date, and in form and substance satisfactory to the Manager. (g) All filings with the Commission required by Rule 424 under the Act to have been filed by any the Settlement Date or the Time of Delivery, as the case may be, shall have been made within the applicable time period prescribed for such filing by Rule 424. (h) The Company shall have filed an application for listing of the Shares on Nasdaq prior to the sale of any Shares hereunder.

Conditions of the Managers’ Obligations. The obligations of the Manager are subject to (i) the accuracy of the representations and warranties of the Company as of each Representation Date, (ii) the performance by the Company of its obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, to the knowledge of the Company or the Manager, of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither the Base Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the judgment of the Manager. (c) On every date specified in Section 4(n) hereof, the Manager shall have received an opinion and, as applicable, the negative assurance letter of each Company Counsel, in form and substance satisfactory to the Manager, with respect to the matters set forth in Exhibit A hereto, dated as of such date. (d) On every date specified in Section 4(q) hereof, the Manager shall have received from the AccountantAccountants, in form and substance satisfactory to the Manager, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m) hereof, the Manager shall have received a certificate to the effect that (i) the representations and warranties of the Company as set forth in this Agreement are true and correct as of the Bring-Down Delivery Date, (ii) the Company has performed its obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board of directors, or a duly authorized committee thereof, has not revoked, rescinded or otherwise modified or withdrawn such authorization. (f) On every date specified in Section 4(p) hereof, the Manager shall have received a negative assurance letter of Gxxxxxx Procter Proskauer Rose LLP, counsel to the Manager, in form and substance satisfactory to the Manager, dated as of such date. (g) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (h) The Company Shares shall have filed an application been approved for listing on Nasdaq, subject only to notice of the Shares on Nasdaq issuance at or prior to the sale of any Shares hereunderSettlement Date.

Conditions of the Managers’ Obligations. The obligations of the Manager hereunder and under any Terms Agreement are subject to (i) the accuracy of the representations and warranties of FPL Group herein on the Company date hereof, as of each Representation DateApplicable Time, as of the date of any executed Terms Agreement and as of each Settlement Date and Time of Delivery, in each case as if made on and as of such date, (ii) the performance by the Company FPL Group of its obligations hereunder and (iii) to the following additional conditions precedentconditions: (a) The Prospectus shall have been filed with the Commission in accordance with the Securities Act and Section 4(a) hereof. (b) The Manager shall have received on every date specified in Section 4(t) a certificate from FPL Group dated such date and signed by an officer of FPL Group to the effect set forth in subclauses (i) and (ii) of the first sentence of this Section 5, but modified as and to the extent provided in Section 4(t). (c) No stop order with respect to suspending the effectiveness of the Registration Statement shall have been issued under the Act be in effect on any Settlement Date or proceedings initiated under Section 8(d) or 8(e) at any Time of Delivery; no order of the ActCommission directed to the adequacy of any Incorporated Document shall be in effect on any Settlement Date or at any Time of Delivery; no proceedings for either such purpose shall be pending before, and or threatened by, the Commission on any Settlement Date or at any Time of Delivery; no order directed at or in relation notice of objection by the Commission to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act shall have been issued received by FPL Group and not removed by any Settlement Date or any Time of Delivery; and, subject to Section 4(y), the CommissionManager shall have received on every date specified in Section 4(t), a certificate from FPL Group dated such date and signed by an officer of FPL Group to the effect that, as of such date, to the best of his or her knowledge, no such order is in effect and no suspension of the qualification of the Shares proceedings for offer either such purpose are pending before, or sale in any jurisdiction, or, to the knowledge of FPL Group threatened by, the Company Commission. (d) The Manager shall have received from Hxxxx & Hxxxxxx LLP, counsel for FPL Group, or other counsel reasonably satisfactory to the Manager, on every date specified in Section 4(v), subject to Section 4(y), an opinion and a negative assurance letter, each dated such date, in substantially the form and substance prescribed in Schedule B hereto (i) with such changes therein as may be agreed upon by FPL Group and the Manager, with the approval of counsel for the Manager, and (ii) if the Prospectus relating to the Shares shall be supplemented or amended after the Prospectus shall have been filed with the Commission pursuant to Rule 424, with any changes therein necessary to reflect such supplementation or amendment. (e) The Manager shall have received from Hunton & Wxxxxxxx LLP, counsel for the Manager, on every date specified in Section 4(w), subject to Section 4(y), an opinion, dated such date, in substantially the form and substance prescribed in Schedule C hereto (i) with such changes therein as may be agreed upon by FPL Group and the Manager, with the approval of counsel for the Manager, and (ii) if the Prospectus relating to the Shares shall be supplemented or amended after the Prospectus shall have been filed with the Commission pursuant to Rule 424, with any changes therein necessary to reflect such supplementation or amendment. (f) The Manager shall have received from Deloitte & Touche LLP, FPL Group's independent registered public accounting firm (or any successor thereto), on every date specified in Section 4(x), subject to Section 4(y), a letter or letters (which may refer to letters previously delivered to the Manager) dated the respective dates of delivery thereof to the effect that (i) they are an independent registered public accounting firm with respect to FPL Group within the meaning of the initiation or threatening in writing of any proceedings for any of such purposes, has occurredSecurities Act and the Exchange Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the Registration Statement consolidated financial statements of FPL Group audited by them and incorporated by reference in the Prospectus comply as to form in all amendments thereto shall not contain an untrue statement material respects with the applicable accounting requirements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingSecurities Act and the Exchange Act and the published rules and regulations thereunder; (iii) neither on the Base basis of performing a review of interim financial information as described in Statement on PCAOB AU722, Interim Financial Information, on the unaudited condensed consolidated financial statements of FPL Group, if any, incorporated by reference in the Prospectus nor a reading of the latest available interim unaudited condensed consolidated financial statements of FPL Group, if any, since the close of FPL Group's most recent audited fiscal year, a reading of the minutes and consents of the Board of Directors, the Audit Committee of the Board of Directors and the Finance & Investment Committee of the Board of Directors and of the shareholders of FPL Group since the end of the most recent audited fiscal year, and inquiries of officials of FPL Group who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with standards of the Public Company Accounting Oversight Board (United States) and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly that Deloitte & Touche LLP makes no representation as to the sufficiency of such procedures for the Manager's purposes), nothing has come to their attention which caused them to believe that (A) the unaudited condensed consolidated financial statements of FPL Group, if any, incorporated by reference in the Prospectus, (I) do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and no amendment the Exchange Act and the published rules and regulations thereunder and (II) except as disclosed in the Prospectus, require any material modifications for them to be in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements of FPL Group incorporated by reference in the Prospectus, as applicable; (B) at the date of the latest available interim balance sheet read by them and at a specified date not more than five days prior to the date of such letter, there was any change in the capital stock or supplement theretoincrease in long-term debt including current maturities and excluding fair value swaps and amortization of the unamortized premiums and discount on long-term debt of FPL Group and its subsidiaries, shall include an untrue statement of a material fact or omit to state a material fact necessary decrease in order to make the statements thereinFPL Group's common shareholders' equity, in each case as compared with amounts shown in the light most recent condensed consolidated balance sheet incorporated by reference in the Prospectus, except in all instances for changes, increases or decreases which the Prospectus discloses have occurred or may occur, or as occasioned by the declaration, provision for, or payment of dividends, or as occasioned by the issuance, forfeiture or other acquisition of common stock pursuant to or in connection with sales of Shares pursuant to this Agreement, any employee or director benefit or compensation plan, FPL Group's dividend reinvestment plan, the exercise of options and/or warrants originally issued by Gexa Corp. and assumed by FPL Group in connection with the acquisition of Gexa Corp. in 2005, or which are described in such letter; or (C) for the period from the date of the circumstances under most recent condensed consolidated balance sheet incorporated by reference in the Prospectus to the latest available interim balance sheet read by them and for the period from the date of the latest available interim balance sheet read by them to a specified date not more than five days prior to the date of such letter, there were any decreases, as compared with the corresponding period in the preceding year, in total consolidated operating revenues or in net income, except in all instances for decreases which they the Prospectus discloses have occurred or may occur, or which are made, not misleadingdescribed in such letter; and (iv) no Permitted Free Writing they have carried out certain procedures and made certain findings, as specified in such letter, with respect to certain amounts included in the Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit Exhibit 12(a) to state a material fact necessary in order to make the statements therein, in Registration Statement and such other items as the light of the circumstances under which they are made, not misleadingManager may reasonably request. (bg) Subsequent to Since the respective dates most recent times as of which information is given in the Registration StatementPricing Disclosure Package, and up to the Base Prospectus and Settlement Date or Time of Delivery, as the Prospectuscase may be, (i) there shall not have been any Material Adverse Effect, no material adverse change in the judgment business, properties or financial condition of FPL Group and its subsidiaries taken as a whole; and (ii) there shall have been no transaction entered into by FPL Group or any of its subsidiaries that is material to FPL Group and its subsidiaries taken as a whole, other than transactions disclosed in or contemplated by the Manager. (c) On every Pricing Disclosure Package, and transactions in the ordinary course of business; and at each date specified in Section 4(n) hereof4(t), the Manager shall have received an opinion and, as applicable, the negative assurance letter of each Company Counsel, in form and substance satisfactory subject to the Manager, dated as of such date. (d) On every date specified in Section 4(q) hereof, the Manager shall have received from the Accountant, in form and substance satisfactory to the Manager, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m) hereof4(y), the Manager shall have received a certificate to such effect from FPL Group signed by an officer of FPL Group. (h) Since the effect that respective most recent times as of which information is given in the Pricing Disclosure Package, and up to the Settlement Date or the Time of Delivery, there shall not have occurred (i) any general suspension of trading in securities on the representations and warranties NYSE or any establishment by the NYSE or by the Commission or by any federal or state agency or by the decision of any court of any limitation on prices for such trading or any general restrictions on the Company as set forth distribution of securities, any suspension or material limitation of trading in this Agreement are true and correct as any securities of FPL Group by any exchange located in the BringUnited States or on the over-Down Delivery Datethe-counter market located in the United States, or the declaration of a general moratorium on commercial banking activities by New York or federal authorities, or (ii) any material adverse change in the Company has performed its obligations under this Agreement that it is required to perform on or financial markets in the United States, any outbreak of hostilities, including, but not limited to, an escalation of hostilities which existed prior to the date of this Agreement, any other national or international calamity or crisis or any material adverse change in financial, political or economic conditions affecting the United States, if the effect of any such Bring-Down Delivery Dateevent specified in this clause (ii) is such as to make it, and in the reasonable judgment of the Manager, impracticable or inadvisable to proceed with the offering of the Shares. (iiii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company action required All legal proceedings to be taken for in connection with the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board of directors, or a duly authorized committee thereof, has not revoked, rescinded or otherwise modified or withdrawn such authorization. (f) On every date specified in Section 4(p) hereof, the Manager shall have received a negative assurance letter of Gxxxxxx Procter LLP, counsel to the Manager, been satisfactory in form and substance satisfactory to counsel for the Manager, dated as of such date. (gj) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to each Settlement Date. (k) The Common Stock shall be an "actively-traded security" excepted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule, or another exemptive provision shall be satisfied in accordance with Section 3(d) hereof. (l) All filings with the Commission required by Rule 424 under the Securities Act to have been filed by any the Settlement Date or the Time of Delivery, as the case may be, shall have been made within the applicable time period prescribed for such filing by Rule 424. (h) . FPL Group will furnish the Manager with such conformed copies of such opinions, certificates, letters and documents as the Manager reasonably requests. The Company shall have filed an application for listing Manager may in its sole discretion waive compliance with any conditions to the obligations of the Shares on Nasdaq prior to the sale of any Shares Manager hereunder.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company as of the Execution Time and each Representation Date, (ii) the performance by the Company of its obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has shall have been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, or to the knowledge of the Company or the any Manager, of the no initiation or threatening in writing of any proceedings for any of such purposespurposes or pursuant to Section 8A of the Act, has shall have occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the judgment of the Manager. (c) On every date specified in Section 4(n4(o) hereof, the Manager Managers shall have received an opinion and, as applicable, the and negative assurance letter of each Company Counsel, in form and substance reasonably satisfactory to the ManagerManagers, dated as of such date. (d) [Reserved]. (e) On every date specified in Section 4(o) hereof, the Managers shall have received an opinion of the General Counsel, in form and substance reasonably satisfactory to the Managers, dated as of such date. (f) On every date specified in Section 4(q) hereof, the Manager Managers shall have received from the AccountantAccountants and each other accounting firm reasonably requested by the Managers, in each case in form and substance reasonably satisfactory to the ManagerManagers, a Comfort Letter, dated as of such date. (eg) On every date specified in Section 4(m4(n) hereof, the Manager Managers shall have received a certificate to the effect that (i) the representations and warranties of the Company as set forth in this Agreement are true and correct as of the Bring-Down Delivery Date, (ii) the Company has performed its obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board Board of directors, Directors or a duly authorized committee thereof, any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization. (fh) On every date specified in Section 4(p) hereof, the Manager Managers shall have received a an opinion and negative assurance letter of Gxxxxxx Procter Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, or other counsel to the ManagerManagers, in form and substance reasonably satisfactory to the ManagerManagers, dated as of such date. (gi) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (hj) The Company Shares shall have filed an application been approved for listing on the Nasdaq, subject only to notice of the Shares on Nasdaq issuance at or prior to the sale of any Shares hereunderSettlement Date.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company as of each Representation Date, (ii) the performance by the Company of its obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has shall have been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, or to the knowledge of the Company or the any Manager, of the no initiation or threatening in writing of any proceedings for any of such purposespurposes or pursuant to Section 8A of the Act, has shall have occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the judgment of the Manager. (c) On every date specified in Section 4(n4(o) hereof, the Manager Managers shall have received an opinion and, as applicable, the and negative assurance letter of each Company Counsel, in form and substance satisfactory to the ManagerManagers, dated as of such date. (d) On every date specified in Section 4(q4(o) hereof, the Manager Managers shall have received from the Accountantan opinion of Tax Counsel, in form and substance satisfactory to the Manager, a Comfort LetterManagers, dated as of such date. (e) On every date specified in Section 4(m4(o) hereof, the Manager Managers shall have received an opinion of In-House Counsel, in form and substance satisfactory to the Managers, dated as of such date. (f) On every date specified in Section 4(q) hereof, the Managers shall have received from the Accountants and each other accounting firm reasonably requested by the Managers, in each case in form and substance satisfactory to the Managers, a Comfort Letter, dated as of such date. (g) On every date specified in Section 4(n) hereof, the Managers shall have received a certificate to the effect that (i) the representations and warranties of the Company as set forth in this Agreement are true and correct as of the Bring-Down Delivery Date, (ii) the Company has performed its obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board Board of directors, Directors or a duly authorized committee thereof, any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization. (fh) On every date specified in Section 4(p) hereof, the Manager Managers shall have received a an opinion and negative assurance letter of Gxxxxxx Procter Xxxxxx Xxxxxx & Xxxxxxx LLP, or other counsel to the ManagerManagers, in form and substance satisfactory to the ManagerManagers, dated as of such date. (gi) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (hj) The Company Shares shall have filed an application been approved for listing on the NASDAQ, subject only to notice of the Shares on Nasdaq issuance at or prior to the sale of any Shares hereunderSettlement Date.

Conditions of the Managers’ Obligations. The obligations of the each Manager are subject to (i) the accuracy of the representations and warranties of the Company as of the Execution Time and each Representation Date, (ii) the performance by the Company of its obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has shall have been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, or to the knowledge of the Company or the any Manager, of the no initiation or threatening in writing of any proceedings for any of such purposespurposes or pursuant to Section 8A of the Act, has shall have occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the judgment of the Manager. (c) On every date specified in Section 4(n4(o) hereof, the Manager Managers, shall have received an opinion and, as applicable, the and negative assurance letter of each Company Counsel, in form and substance satisfactory to the ManagerManagers, dated as of such date. (d) On every date specified in Section 4(q) hereof, the Manager Managers shall have received from the AccountantAccountants and each other accounting firm reasonably requested by the Managers, in each case in form and substance satisfactory to the ManagerManagers, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m4(n) hereof, the Manager Managers shall have received a certificate to the effect that (i) the representations and warranties of the Company as set forth in this Agreement are true and correct as of the Bring-Down Delivery Date, (ii) the Company has performed its obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board Board of directors, Directors or a duly authorized committee thereof, any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization. (f) On every date specified in Section 4(p) hereof, the Manager Managers shall have received a an opinion and negative assurance letter of Gxxxxxx Procter Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, or other counsel to for the ManagerManagers, in form and substance satisfactory to the ManagerManagers, dated as of such date. (g) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (h) The Company Shares shall have filed an application been approved for listing on the Nasdaq, subject only to notice of the Shares on Nasdaq issuance at or prior to the sale of any Shares hereunderSettlement Date. (i) At or before the Settlement Date, the Company and Axxx shall have executed the Axxx Subscription Agreement.

Conditions of the Managers’ Obligations. The obligations of the Manager are subject to (i) the accuracy of the representations and warranties of the Company as of each Representation Date, (ii) the performance by the Company of its obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, to the knowledge of the Company or the Manager, of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither the Base Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the judgment of the Manager. (c) On every date specified in Section 4(n) hereof, the Manager shall have received an opinion and, as applicable, the negative assurance letter of each Company Counsel, in form and substance satisfactory to the Manager, with respect to the matters set forth in Exhibit A hereto, dated as of such date. (d) On every date specified in Section 4(q) hereof, the Manager shall have received from the AccountantAccountants, in form and substance satisfactory to the Manager, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m) hereof, the Manager shall have received a certificate to the effect that (i) the representations and warranties of the Company as set forth in this Agreement are true and correct as of the Bring-Down Delivery Date, (ii) the Company has performed its obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board of directors, or a duly authorized committee thereof, has not revoked, rescinded or otherwise modified or withdrawn such authorization. (f) On every date specified in Section 4(p) hereof, the Manager shall have received a negative assurance letter of Gxxxxxx Procter Fxxxx Hxxx LLP, counsel to the Manager, in form and substance satisfactory to the Manager, dated as of such date. (g) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (h) The Company Shares shall have filed an application been approved for listing on Nasdaq, subject only to notice of the Shares on Nasdaq issuance at or prior to the sale of any Shares hereunderSettlement Date.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company Partnership Parties as of each Representation Date, (ii) the performance by the Company Partnership Parties of its their obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares Units for offer or sale in any jurisdiction, or, or to the knowledge of the Company Partnership Parties or the Manager, any Manager of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the reasonable judgment of the ManagerManagers. (c) On every date specified in Section 4(n) hereof, the Manager Managers shall have received an opinion and, as applicable, the and negative assurance letter of each Company Partnership Counsel, in form and substance satisfactory to the ManagerManagers, with respect to the matters set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 hereto, dated as of such date. (d) On every date specified in Section 4(q4(n) hereof, the Manager Managers shall have received from the Accountantan opinion of Delaware Counsel, in form and substance satisfactory to the ManagerManagers, a Comfort Letterwith respect to the matters set forth in Exhibit B hereto, dated as of such date. (e) On every date specified in Section 4(n) hereof, the Managers shall have received an opinion of In-House Counsel, in form satisfactory to the Managers, with respect to the matters set forth in Exhibit C hereto, dated as of such date. (f) On every date specified in Section 4(p) hereof, the Managers shall have received from the Accountants, in form and substance satisfactory to the Managers, a Comfort Letter, dated as of such date. (g) On every date specified in Section 4(m) hereof, the Manager Managers shall have received a certificate to the effect that (i) the representations and warranties of the Company Partnership Parties as set forth in this Agreement are true and correct as of the Bring-Down Delivery Date, (ii) the Company has Partnership Parties have performed its their obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares Units have been duly and validly authorized by the CompanyPartnership Parties, that all limited partnership and limited liability company action action, as the case may be, required to be taken for the issuance and sale of the Shares Units has been validly and sufficiently taken, and that the CompanyGeneral Partner’s board of directors, directors or a duly authorized committee thereof, any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorizationauthorization or limited partnership and limited liability company action. (fh) On every date specified in Section 4(p4(o) hereof, the Manager Managers shall have received a an opinion and negative assurance letter of Gxxxxxx Procter Xxxxxxx, Swaine & Xxxxx LLP, counsel to the ManagerManagers, in form and substance satisfactory to the ManagerManagers, dated as of such date. (gi) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (hj) The Company Units shall have filed an application been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Shares on Nasdaq prior Settlement Date. (k) Prior to the sale of any Shares hereunderUnits, the Common Units shall be an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company as of each Representation Date, (ii) the performance by the Company of its their obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, or to the knowledge of the Company or the Manager, any Manager of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the judgment of the ManagerManagers. (c) On every date specified in Section 4(n) hereofthe Execution Date, the Manager Managers shall have received an opinion anda certificate, signed on behalf of the Company by the President or the Chief Executive Officer of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, to the effect that (i) subsequent to the respective dates as applicableof which information is given in the Registration Statement and the Prospectus, there has been no Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement are true and correct at and as of the Execution Date, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Execution Date under or pursuant to this Agreement and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement. (d) On the Execution Date, the Managers shall have received (i) a written opinion and negative assurance letter of each Company Counsel, in form satisfactory to the Managers, with respect to the matters set forth in Exhibit A hereto, dated as of the Execution Date, and (ii) a written opinion of Company Counsel, in form satisfactory to the Managers, with respect to the matters set forth in Exhibit B hereto, dated as of the Execution Date. (e) On the Execution Date, the Managers shall have received a letter from the Accountants, in form and substance satisfactory to the ManagerManagers, dated as of such datethe Execution Date, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to sales agents in connection with registered “at the market” offerings with respect to the financial statements and certain financial information of the Company contained in the Registration Statement and the Prospectus (except for certain items that will be set forth in the certificate referred to in Section 6(f) hereof). (df) On every date specified in Section 4(q) hereofthe Execution Date, the Manager Managers shall have received a certificate from the AccountantCompany’s Chief Financial Officer, in form and substance satisfactory to the Manager, a Comfort LetterManagers, dated as of such datethe Execution Date, with respect to certain financial, operating and business information of the Company contained in the Registration Statement and the Prospectus. (eg) On every the Execution Date and upon any date specified in Section 4(m) hereof, the Manager shall have received a certificate to the effect that (i) the representations Terms Agreement and warranties of the Company as set forth in this Agreement are true each Resumption Date and correct as of the at or promptly after each Bring-Down Delivery Date, Date (ii) the Company has performed its obligations under this Agreement that it is required to perform on or prior to unless such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board of directors, or a duly authorized committee thereof, has not revoked, rescinded or otherwise modified or withdrawn such authorization. (f) On every date specified in Section 4(p) hereofDate occurs during any Suspension Period), the Manager Managers shall have received a an opinion and negative assurance letter of Gxxxxxx Procter Xxxxxxxxx LLP, counsel to for the ManagerManagers, in form and substance satisfactory to the ManagerManagers, dated as of the Execution Date or such other date, as applicable. (gh) On each Resumption Date and at or promptly after each other Bring-Down Delivery Date (unless such Bring-Down Delivery Date occurs during any Suspension Period), the Managers shall have received the applicable Bring-Down Documents, which shall be in form and substance satisfactory to the Managers. (i) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by such Rule 424, and all filings of any Permitted Free Writing Prospectus with the Commission required by Rule 433 under the Act shall have been made in the manner and within the applicable time period required by such Rule 433. (hj) The Company Shares shall have filed an application been approved for listing on the NYSE, subject only to notice of the Shares on Nasdaq issuance at or prior to the sale of any Shares hereunderSettlement Date.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company and the Operating Partnership on the date hereof, any Representation Date, any Time of Sale and as of each Representation any Settlement Date, (ii) the performance by the Company and the Operating Partnership of its their respective obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8A, 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, or to the knowledge of the Company Company, any Manager or the Manager, any Forward Purchaser of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither the Base Basic Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectus Prospectuses, if any, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (v) none of the Permitted Free Writing Prospectuses, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (bi) Subsequent to None of the Company, the Operating Partnership or any of their respective subsidiaries shall have sustained since the date of the latest audited financial statements included in the Prospectus any loss or interference with its business or the Properties from fire, explosion, flood or other calamity whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (ii) since the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effectchange in the capital stock of the Company or OP Units of the Operating Partnership or long-term debt of the Company, the Operating Partnership or any of their respective subsidiaries or any change, or any development involving a prospective change, in or affecting the judgment general affairs, management, financial position, stockholders’ equity or unitholders’ equity, as applicable, or results of operations of the Company, the Operating Partnership or their respective subsidiaries, considered as one enterprise, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the applicable Manager’s or, if applicable, the relevant Forward Purchaser’s judgment so material and adverse as to make it impracticable or inadvisable to proceed with the offering and sale of the Shares contemplated hereunder on the terms and in the manner contemplated in the Prospectus. (c) On every date specified in Section 4(n4(q) hereof, the each Manager and each Forward Purchaser shall have received an opinion and, as applicable, the negative assurance letter of each Company Counsel, in form and substance or other counsel reasonably satisfactory to the ManagerManagers and the Forward Purchasers, in form reasonably satisfactory to the Managers and the Forward Purchasers, with respect to the matters set forth in Exhibit A hereto, dated as of such date. (d) On every date specified in Section 4(q4(s) hereof, the each Manager and each Forward Purchaser shall have received from Ernst & Young LLP, or other independent accountants reasonably satisfactory to the AccountantManagers and the Forward Purchasers, in form and substance reasonably satisfactory to the ManagerManagers and the Forward Purchasers, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m4(p) hereof, the each Manager and each Forward Purchaser shall have received a certificate executed on behalf of the Company and the Operating Partnership by its (or its general partner’s) Chief Executive Officer, President, any Executive Vice President or General Counsel and the Chief Financial Officer to the effect that (i) the representations and warranties of the Company and the Operating Partnership as set forth in this Agreement Section 2 are true and correct as of the Bring-Down Delivery Representation Date, (ii) the Company has and the Operating Partnership have performed its their respective obligations under this Agreement and each Confirmation, as applicable, that it is they are required to perform on or prior to such Bring-Down Delivery Representation Date, and (iii) no stop order suspending the conditions set forth effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in paragraphs (a) effect, and no proceedings for such purpose or pursuant to Section 8A of the Act shall have been instituted or threatened by the Commission and (biv) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company action required to be taken for the issuance period from and sale including the date of the Shares has been validly this Agreement through and sufficiently takenincluding such Representation Date, and that the Company’s board of directors, or a duly authorized committee thereof, there has not revoked, rescinded or otherwise modified or withdrawn such authorizationoccurred any Material Adverse Effect. (f) On every date specified in Section 4(p4(r) hereof, the each Manager and each Forward Purchaser shall have received a negative assurance letter an opinion of Gxxxxxx Procter LLPSidley Austin llp, counsel to the ManagerManagers and the Forward Purchasers, or other counsel reasonably satisfactory to the Managers and the Forward Purchasers, in form and substance reasonably satisfactory to the ManagerManagers and the Forward Purchasers, dated as of such date. (g) All filings with the Commission required by Rule 424 and Rule 433 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424424 and Rule 433 under the Act. (h) The Shares and any Confirmation Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. (i) The Managers and the Forward Purchasers shall have received from the Company all due diligence materials and information reasonably requested by the Managers and the Forward Purchasers or their counsel necessary for the Managers and the Forward Purchasers to satisfy their respective due diligence obligations. (j) Prior to any offer or sales of Forward Hedge Shares by a Manager as forward seller, the Company shall have filed an application for listing of the Shares on Nasdaq prior executed and delivered a Master Confirmation to the sale of applicable Forward Purchaser substantially in the form set forth in Schedule D hereto relating to such Forward; provided that the Company shall be required to only execute one Master Confirmation with each Forward Purchaser. (k) Prior to the first trading day following the applicable Hedge Completion Date relating to any Shares hereunder.Forward, the Company shall have executed and delivered a Supplemental Confirmation to the applicable Forward Purchaser substantially in the form set forth in Schedule D hereto relating to such Forward,

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company and the Operating Partnership on the date hereof, any Representation Date, any Time of Sale and as of each Representation any Settlement Date, (ii) the performance by the Company and the Operating Partnership of its their respective obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8A, 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, or to the knowledge of the Company Company, any Manager or the Manager, any Forward Purchaser of the initiation or threatening in writing of any proceedings for any of such purposes, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Basic Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectus Prospectuses, if any, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (v) none of the Permitted Free Writing Prospectuses, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (bi) Subsequent to None of the Company, the Operating Partnership or any of their respective subsidiaries shall have sustained since the date of the latest audited financial statements included in the Prospectus any loss or interference with its business or the Properties from fire, explosion, flood or other calamity whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (ii) since the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effectchange in the capital stock of the Company or OP Units of the Operating Partnership or long-term debt of the Company, the Operating Partnership or any of their respective subsidiaries or any change, or any development involving a prospective change, in or affecting the judgment general affairs, management, financial position, stockholders’ equity or unitholders’ equity, as applicable, or results of operations of the Company, the Operating Partnership or their respective subsidiaries, considered as one enterprise, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the applicable Manager’s or, if applicable, the relevant Forward Purchaser’s judgment so material and adverse as to make it impracticable or inadvisable to proceed with the offering and sale of the Shares contemplated hereunder on the terms and in the manner contemplated in the Prospectus. (c) On every date specified in Section 4(n4(q) hereof, the each Manager and each Forward Purchaser shall have received an opinion and, as applicable, the negative assurance letter of each Company Counsel, in form and substance or other counsel reasonably satisfactory to the ManagerManagers and the Forward Purchasers, in form reasonably satisfactory to the Managers and the Forward Purchasers, with respect to the matters set forth in Exhibit A hereto, dated as of such date. (d) On every date specified in Section 4(q4(s) hereof, the each Manager and each Forward Purchaser shall have received from Ernst & Young LLP, or other independent accountants reasonably satisfactory to the AccountantManagers and the Forward Purchasers, in form and substance reasonably satisfactory to the ManagerManagers and the Forward Purchasers, a Comfort Letter, dated as of such date. (e) On every date specified in Section 4(m4(p) hereof, the each Manager and each Forward Purchaser shall have received a certificate executed on behalf of the Company and the Operating Partnership by its (or its general partner’s) Chief Executive Officer, President, any Executive Vice President or General Counsel and the Chief Financial Officer to the effect that (i) the representations and warranties of the Company and the Operating Partnership as set forth in this Agreement Section 2 are true and correct as of the Bring-Down Delivery Representation Date, (ii) the Company has and the Operating Partnership have performed its their respective obligations under this Agreement and each Confirmation, as applicable, that it is they are required to perform on or prior to such Bring-Down Delivery Representation Date, and (iii) no stop order suspending the conditions set forth effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in paragraphs (a) effect, and no proceedings for such purpose or pursuant to Section 8A of the Act shall have been instituted or threatened by the Commission and (biv) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company action required to be taken for the issuance period from and sale including the date of the Shares has been validly this Agreement through and sufficiently takenincluding such Representation Date, and that the Company’s board of directors, or a duly authorized committee thereof, there has not revoked, rescinded or otherwise modified or withdrawn such authorizationoccurred any Material Adverse Effect. (f) On every date specified in Section 4(p4(r) hereof, the each Manager and each Forward Purchaser shall have received a negative assurance letter an opinion of Gxxxxxx Procter Sidley Austin LLP, counsel to the ManagerManagers and the Forward Purchasers, or other counsel reasonably satisfactory to the Managers and the Forward Purchasers, in form and substance reasonably satisfactory to the ManagerManagers and the Forward Purchasers, dated as of such date. (g) All filings with the Commission required by Rule 424 and Rule 433 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424424 and Rule 433 under the Act. (h) The Shares and any Confirmation Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. (i) The Managers and the Forward Purchasers shall have received from the Company all due diligence materials and information reasonably requested by the Managers and the Forward Purchasers or their counsel necessary for the Managers and the Forward Purchasers to satisfy their respective due diligence obligations. (j) Prior to any offer or sales of Forward Hedge Shares by a Manager as forward seller, the Company shall have filed an application for listing of the Shares on Nasdaq prior executed and delivered a Master Confirmation to the sale of applicable Forward Purchaser substantially in the form set forth in Schedule D hereto relating to such forward; provided, that the Company shall be required to only execute one Master Confirmation with each Forward Purchaser. (k) Prior to the first trading day following the applicable Hedge Completion Date relating to any Shares hereunderForward, the Company shall have executed and delivered a Supplemental Confirmation to the applicable Forward Purchaser substantially in the form set forth in Schedule D hereto relating to such Forward.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company Partnership Parties as of each Representation Date, (ii) the performance by the Company Partnership Parties of its their obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares Units for offer or sale in any jurisdiction, or, or to the knowledge of the Company Partnership Parties or the Manager, any Manager of the initiation or threatening in writing of any proceedings for any of such purposespurposes or pursuant to Section 8A of the Act, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the reasonable judgment of the ManagerManagers. (c) On every date specified in Section 4(n) hereof, the Manager Managers shall have received an opinion and, as applicable, the and negative assurance letter of each Company Partnership Counsel, in form and substance satisfactory to the ManagerManagers, with respect to the matters set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 hereto, dated as of such date. (d) On every date specified in Section 4(q4(n) hereof, the Manager Managers shall have received from the Accountantan opinion of Delaware Counsel, in form and substance satisfactory to the ManagerManagers, a Comfort Letterwith respect to the matters set forth in Exhibit B hereto, dated as of such date. (e) On every date specified in Section 4(n) hereof, the Managers shall have received an opinion of In-House Counsel, in form satisfactory to the Managers, with respect to the matters set forth in Exhibit C hereto, dated as of such date. (f) On every date specified in Section 4(p) hereof, the Managers shall have received from the Accountants, in form and substance satisfactory to the Managers, a Comfort Letter, dated as of such date. (g) On every date specified in Section 4(m) hereof, the Manager Managers shall have received a certificate to the effect that (i) the representations and warranties of the Company Partnership Parties as set forth in this Agreement are true and correct as of the Bring-Down Delivery Date, (ii) the Company has Partnership Parties have performed its their obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares Units have been duly and validly authorized by the CompanyPartnership Parties, that all limited partnership and limited liability company action action, as the case may be, required to be taken for the issuance and sale of the Shares Units has been validly and sufficiently taken, and that the CompanyGeneral Partner’s board of directors, directors or a duly authorized committee thereof, any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorizationauthorization or limited partnership and limited liability company action. (fh) On every date specified in Section 4(p4(o) hereof, the Manager Managers shall have received a an opinion and negative assurance letter of Gxxxxxx Procter Xxxxxxx, Swaine & Xxxxx LLP, counsel to the ManagerManagers, in form and substance satisfactory to the ManagerManagers, dated as of such date. (gi) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (hj) The Company Units shall have filed an application been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Shares on Nasdaq prior Settlement Date. (k) Prior to the sale of any Shares hereunderUnits, the Common Units shall be an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company as of each Representation Date, (ii) the performance by the Company of its obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has shall have been issued by the Commission, and no suspension of the qualification of the Shares for offer or sale in any jurisdiction, or, or to the knowledge of the Company or the any Manager, of the no initiation or threatening in writing of any proceedings for any of such purposespurposes or pursuant to Section 8A of the Act, has shall have occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the judgment of the Manager. (c) On every date specified in Section 4(n4(o) hereof, the Manager Managers shall have received an opinion and, as applicable, the and negative assurance letter of each Company Counsel, in form and substance satisfactory to the ManagerManagers, dated as of such date. (d) On every date specified in Section 4(q4(o) hereof, the Manager Managers shall have received from the Accountantan opinion of Tax Counsel, in form and substance satisfactory to the Manager, a Comfort LetterManagers, dated as of such date. (e) On every date specified in Section 4(m4(o) hereof, the Manager Managers shall have received an opinion of In-House Counsel, in form and substance satisfactory to the Managers, dated as of such date. (f) On every date specified in Section 4(q) hereof, the Managers shall have received from the Accountants and each other accounting firm reasonably requested by the Managers, in each case in form and substance satisfactory to the Managers, a Comfort Letter, dated as of such date. (g) On every date specified in Section 4(n) hereof, the Managers shall have received a certificate to the effect that (i) the representations and warranties of the Company as set forth in this Agreement are true and correct as of the Bring-Down Delivery Date, (ii) the Company has performed its obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all company corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the Company’s board Board of directors, Directors or a duly authorized committee thereof, any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization. (fh) On every date specified in Section 4(p) hereof, the Manager Managers shall have received a an opinion and negative assurance letter of Gxxxxxx Procter Xxxxxx Xxxxxx & Xxxxxxx LLP, or other counsel to the ManagerManagers, in form and substance satisfactory to the ManagerManagers, dated as of such date. (gi) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (hj) The Company Shares shall have filed an application been approved for listing on the Nasdaq, subject only to notice of the Shares on Nasdaq issuance at or prior to the sale of any Shares hereunderSettlement Date.

Conditions of the Managers’ Obligations. The obligations of the each Manager hereunder are subject to (i) the accuracy of the representations and warranties of the Company Partnership Parties as of each Representation Date, (ii) the performance by the Company Partnership Parties of its their obligations hereunder and (iii) to the following additional conditions precedent. (i) No stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares Units for offer or sale in any jurisdiction, or, or to the knowledge of the Company Partnership Parties or the Manager, any Manager of the initiation or threatening in writing of any proceedings for any of such purposespurposes or pursuant to Section 8A of the Act, has occurred; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither none of the Base Prospectus nor or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iv) no Permitted Free Writing Prospectus Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus, there shall not have been any Material Adverse Effect, in the reasonable judgment of the ManagerManagers. (c) On every date specified in Section 4(n) hereof, the Manager Managers shall have received an opinion and, as applicable, the and negative assurance letter of each Company Partnership Counsel, in form and substance satisfactory to the ManagerManagers, with respect to the matters set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 hereto, dated as of such date. (d) On every date specified in Section 4(q4(n) hereof, the Manager Managers shall have received from the Accountantan opinion of Delaware Counsel, in form and substance satisfactory to the ManagerManagers, a Comfort Letterwith respect to the matters set forth in Exhibit B hereto, dated as of such date. (e) On every date specified in Section 4(n) hereof, the Managers shall have received an opinion of In-House Counsel, in form satisfactory to the Managers, with respect to the matters set forth in Exhibit C hereto, dated as of such date. (f) On every date specified in Section 4(p) hereof, the Managers shall have received from the Accountants, in form and substance satisfactory to the Managers, a Comfort Letter, dated as of such date. (g) On every date specified in Section 4(m) hereof, the Manager Managers shall have received a certificate to the effect that (i) the representations and warranties of the Company Partnership Parties as set forth in this Agreement are true and correct as of the Bring-Down Delivery Date, (ii) the Company has Partnership Parties have performed its their obligations under this Agreement that it is required to perform on or prior to such Bring-Down Delivery Date, and (iii) the conditions set forth in paragraphs (a) and (b) of Section 6 hereof have been met. The certificate shall also state that the Shares Units have been duly and validly authorized by the CompanyPartnership Parties, that all limited partnership and limited liability company action action, as the case may be, required to be taken for the issuance and sale of the Shares Units has been validly and sufficiently taken, and that the CompanyGeneral Partner’s board of directors, directors or a duly authorized committee thereof, any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorizationauthorization or limited partnership and limited liability company action. (fh) On every date specified in Section 4(p4(o) hereof, the Manager Managers shall have received a an opinion and negative assurance letter of Gxxxxxx Procter Cxxxxxx, Swaine & Mxxxx LLP, counsel to the ManagerManagers, in form and substance satisfactory to the ManagerManagers, dated as of such date. (gi) All filings with the Commission required by Rule 424 under the Act to have been filed by any Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (hj) The Company Units shall have filed an application been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Shares on Nasdaq prior Settlement Date. (k) Prior to the sale of any Shares hereunderUnits, the Common Units shall be an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.