Common use of Enforceability of Other Agreements Clause in Contracts

Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, that, with respect to each agreement described in this Section 1(z), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. (i) The the General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iiiii) the GP The Restated Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been when duly authorized, executed and delivered by the OLP GP and General Partner on the Partnership and is Closing Date will be a valid and legally binding agreement of the OLP GP and the PartnershipGeneral Partner, enforceable against the OLP GP and the Partnership General Partner in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (v) the Operating Company Partnership Agreement has been duly authorized, executed and delivered by OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership enforceable against the OLP GP and the Partnership in accordance with its terms; (vi) each of the Operating Subsidiaries’ Organizational Documents has been duly authorized, executed and delivered by the appropriate Teekay Entity and is a valid and legally binding agreement of such Teekay Entity, enforceable against such Teekay Entity in accordance with its terms; providedand (vii) the Purchase Agreement dated September 11, 2012 by and between the Partnership and Teekay Corporation (the “Purchase Agreement”) relating to the sale and purchase of the entire ownership interests in Voyageur L.L.C. (the “Acquired Subsidiary”), has been duly authorized, executed and delivered by the Partnership and Teekay Corporation and is a valid and legally binding agreement of the Partnership and Teekay Corporation, enforceable against the Partnership and Teekay Corporation in accordance with its terms. provided that, with respect to each agreement described in this Section 1(z1(t), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GPAgreement, the Partnership Agreement, the GP Restated Partnership Agreement, the OLP Partnership GP LLC Agreement, the DCP Midstream GP, LLC Limited Liability Operating Company Partnership Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Operating Subsidiaries’ Organizational Documents are herein collectively referred to as the “Charter Organizational Documents.”

Enforceability of Other Agreements. (i) The General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the PartnershipOLP GP, enforceable against the OLP GP in accordance with its terms; (iv) the Operating Company Partnership Agreement has been duly authorized, executed and delivered by OLP GP, the Partnership and Teekay Holdings and is a valid and legally binding agreement of the OLP GP, the Partnership and Teekay Holdings enforceable against the OLP GP, the Partnership and Teekay Holdings in accordance with its terms; providedand (v) each of the Operating Subsidiaries’ Organizational Documents has been duly authorized, executed and delivered by the appropriate Teekay Entity and is a valid and legally binding agreement of such Teekay Entity, enforceable against such Teekay Entity in accordance with its terms; provided that, with respect to each agreement described in this Section 1(z1(t), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GPAgreement, the Partnership Agreement, the OLP GP Partnership LLC Agreement, the OLP Operating Company Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Operating Subsidiaries’ Organizational Documents are herein collectively referred to as the “Charter Organizational Documents.”

Enforceability of Other Agreements. (i) The the General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iiiii) the GP The Restated Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been when duly authorized, executed and delivered by the OLP GP and General Partner on the Partnership and is Closing Date will be a valid and legally binding agreement of the OLP GP General Partner and the PartnershipTeekay Holdings, enforceable against the OLP GP General Partner and the Partnership Teekay Holdings in accordance with its terms; (iv) the DCP Midstream GP, Operating Company LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; providedand (v) each of the Operating Subsidiaries’ Organizational Documents has been duly authorized, executed and delivered by the appropriate Teekay Entity and is a valid and legally binding agreement of such Teekay Entity, enforceable against such Teekay Entity in accordance with its terms; provided that, with respect to each agreement described in this Section 1(z1(s), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GPAgreement, the Partnership Agreement, the GP Restated Partnership Agreement, the OLP Partnership Operating Company LLC Agreement, the DCP Midstream GPcertificates of limited partnership or formation and other organizational documents of the Teekay Parties, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Operating Subsidiaries’ Organizational Documents are herein collectively referred to as the “Charter Organizational Documents.”

Enforceability of Other Agreements. At or before the First Closing Date: (i1) The Partnership the Limited Liability Company Agreement has will have been duly authorized, executed and delivered by the General Partner Members (as defined in the Limited Liability Company Agreement) and is will be a valid and legally binding agreement of the General PartnerInitial Members (as defined in the Limited Liability Company Agreement) and the Members, enforceable against the General Partner Initial Members and the Members in accordance with its terms; (ii2) the GP Partnership Agreement has been duly authorizedcertificate of formation, executed regulations, limited liability company agreement, regulations, limited partnership agreement or other organizational documents, as applicable, of each of the Copano Entities (together with the articles of incorporation and delivered by DCP Midstream GPbylaws of CGPI, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iiithe "Copano Entity Operative Documents") the OLP Partnership Agreement has will have been duly authorized, executed and delivered by the OLP GP Copano Entities parties thereto, as applicable, and the Partnership and is will be a valid and legally binding agreement of the OLP GP and the Partnershiprespective parties thereto, enforceable against the OLP GP and the Partnership Copano Entities parties thereto in accordance with its terms; (iv3) each of the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed Contribution Documents and delivered by DCP Midstream the Merger and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has Conversion Documents will have been duly authorized, executed and delivered by the Partnership Copano Entities parties thereto and is will be a valid and legally binding agreement of the Partnershiprespective parties, enforceable against the Partnership Copano Entities parties thereto in accordance with its terms; (4) each of the Credit Agreements will have been duly authorized, executed and delivered by the Copano Entities parties thereto and will be a valid and legally binding agreement of the respective parties, enforceable against the Copano Entities parties thereto in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 1(z1(v), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each caseCopano Entity Operative Documents, as amendedeach of the same may be amended or restated at or prior to the First Closing Date, together with the Transaction Documents, are herein collectively referred to collectively as the “Charter Documents"Operative Agreements.”"

Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and DCP LP Holdings and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, that, with respect to each agreement described in this Section 1(z), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. At or before the Closing Date: (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, The Operating Company LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against it in accordance with its terms; (iii) The General Partner LLC Agreement has been duly authorized, executed and delivered by MarkWest and is a valid and legally binding agreement of MarkWest, enforceable against it in accordance with its terms; (iv) Each of the Operating Subs LLC Agreements has been duly authorized, executed and delivered by the the Operating Company and is a valid and legally binding agreement of the applicable Operating Sub, enforceable against it in accordance with its terms; (v) Each of the Operating Subs Partnership Agreements has been duly authorized, executed and delivered by Texas GP and Texas Limited and is a valid and binding agreement of Texas GP and Texas Limited, enforceable against Texas GP and Texas Limited in accordance with its terms; providedand (vi) The Bank Credit Agreement has been duly authorized, executed and delivered by the Operating Company and the Partnership and is a valid and binding agreement of the Operating Company and the Partnership, enforceable against the Operating Company and the Partnership in accordance with the terms; provided that, with respect to each agreement described in this Section 1(z4(t), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and, provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of Partnership Agreement, the PartnershipOperating Company LLC Agreement, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership AgreementOperating Subs LLC Agreements, the OLP Operating Subs Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement Agreements and the OLP GP Limited Liability Company Agreement, in each case, as amended, Bank Credit Agreement are herein collectively referred to as the “Charter Documents"Operative Agreements.”"

Enforceability of Other Agreements. The General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; (iii) The the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; ; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the PartnershipOLP GP, enforceable against the Partnership OLP GP in accordance with its terms; provided(iv) the Operating Company Partnership Agreement has been duly authorized, executed and delivered by OLP GP, the Partnership and Teekay Holdings and is a valid and legally binding agreement of the OLP GP, the Partnership and Teekay Holdings enforceable against the OLP GP, the Partnership and Teekay Holdings in accordance with its terms; and (v) each of the Operating Subsidiaries’ Organizational Documents has been duly authorized, executed and delivered by the appropriate Teekay Entity and is a valid and legally binding agreement of such Teekay Entity, enforceable against such Teekay Entity in accordance with its terms; provided that, with respect to each agreement described in this Section 1(z1(t), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GPAgreement, the Partnership Agreement, the OLP GP Partnership LLC Agreement, the OLP Operating Company Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Operating Subsidiaries’ Organizational Documents are herein collectively referred to as the “Charter Organizational Documents.”

Enforceability of Other Agreements. (i) The the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and DCP LP Holdings and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 1(z1(x), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, ; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amendedthey may be amended or restated at or prior to the Closing Date, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. (i1) The General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; (2) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v3) the OLP GP Limited Liability Company LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the PartnershipOLP GP, enforceable against the OLP GP in accordance with its terms; (4) the Operating Company Partnership Agreement has been duly authorized, executed and delivered by OLP GP, the Partnership and Teekay Holdings and is a valid and legally binding agreement of the OLP GP, the Partnership and Teekay Holdings enforceable against the OLP GP, the Partnership and Teekay Holdings in accordance with its terms; (5) each of the Operating Subsidiaries’ Organizational Documents has been duly authorized, executed and delivered by the appropriate Teekay Entity and is a valid and legally binding agreement of such Teekay Entity, enforceable against such Teekay Entity in accordance with its terms; providedand (6) each of the Operative Documents has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described in this Section 1(z1(y), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GPAgreement, the Partnership Agreement, the OLP GP Partnership LLC Agreement, the OLP Operating Company Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Operating Subsidiaries’ Organizational Documents are herein collectively referred to as the “Charter Organizational Documents.”

Enforceability of Other Agreements. (i) The the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and the Organizational Limited Partner (as defined in the Partnership Agreement) and is a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream LP Holdings and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP MidstreamLP Holdings, enforceable against DCP Midstream GP, LLC and DCP Midstream LP Holdings in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 1(z), 1(t) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, ; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amendedthey may be amended or restated at or prior to the Closing Date, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. (ia) The the General Partner LLC Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; b) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iic) the GP Partnership Teekay Offshore Holdings LLC Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; d) the OLP GP LLC Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of Teekay Offshore Holdings, enforceable against the Teekay Offshore Holdings in accordance with its terms; e) the Operating Company Partnership Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of the OLP GP and Teekay Offshore Holdings enforceable against the OLP GP and Teekay Offshore Holdings in accordance with its terms; providedand f) each of the Operating Subsidiaries’ Organizational Documents have been duly authorized, executed and delivered by the appropriate Teekay Entity and is a valid and legally binding agreement of such Teekay Entity, enforceable against such Teekay Entity in accordance with its terms; provided that, with respect to each agreement described in this Section 1(z)2.25, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GPAgreement, the Partnership Agreement, the Teekay Offshore Holdings LLC Agreement, the OLP GP LLC Agreement, the Operating Company Partnership Agreement, the OLP Partnership Agreementcertificates of limited partnership or formation and other organizational documents of the General Partner, the DCP Midstream GPPartnership, LLC Limited Liability Company Agreement Teekay Offshore Holdings, OLP GP and the OLP GP Limited Liability Company AgreementOperating Company, in each case, as amended, and the Operating Subsidiaries’ Organizational Documents are herein collectively referred to as the “Charter Organizational Documents.”

Enforceability of Other Agreements. (i) The the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) each of the Purchase and Sale Agreement (the “Purchase Agreement”) dated November 4, 2010 by and between DCP Midstream, LLC and the Partnership and the Contribution Agreement (the “Contribution Agreement” and, together with the Purchase Agreement, the “Joint Venture Agreements”) dated November 4, 2010 by and among DCP Southeast Texas, LLC, a Delaware limited liability company and wholly owned subsidiary of DCP Midstream, LLC, DCP Partners SE Texas LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership, and DCP Southeast Texas Holdings, GP, a Delaware general partnership (“DCP Southeast Texas Holdings”), pursuant to which the Partnership will acquire a 33.33% interest in DCP Southeast Texas Holdings, has been duly authorized, executed and delivered by the Partnership, in the case of the Purchase Agreement, and DCP Partners SE Texas LLC, in the case of the Contribution Agreement, and (assuming due authorization, execution and delivery by the other parties thereto) is a valid and legally binding agreement of the Partnership, in the case of the Purchase Agreement, and DCP Partners SE Texas LLC, in the case of the Contribution Agreement, enforceable against such entity in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 1(z1(x), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, ; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amendedthey may be amended or restated at or prior to the Closing Date, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. At or before the Closing Date: (i1) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii2) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP The Operating Partnership Agreement has been duly authorized, executed and delivered by the OLP GP Partnership and the Partnership Services and is a valid and legally binding agreement of the OLP GP Partnership and the PartnershipServices, enforceable against the OLP GP Partnership and the Partnership Services in accordance with its terms; (iv3) the DCP Midstream GP, LLC Limited Liability Company The General Partner Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP LLC and Holdings and is a valid and legally binding agreement of DCP MidstreamGP LLC and Holdings, enforceable against DCP Midstream GP LLC and Holdings in accordance with its terms; and; (v4) the OLP The GP Limited Liability Company LLC Agreement has been duly authorized, executed and delivered by Holdings and is a valid and legally binding agreement of Holdings, enforceable against Holdings in accordance with its terms; (5) The Services LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (6) Each of the Pipeline LLC Agreement, the Crosstex Treating GP LLC Agreement and the Management GP LLC Agreement has been duly authorized, executed and delivered by the Operating Partnership and is a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (7) The Pipeline Partnership Agreement has been duly authorized, executed and delivered by Pipeline LLC and the Operating Partnership and is a valid and binding agreement of Pipeline LLC and the Operating Partnership, enforceable against Pipeline LLC and the Operating Partnership in accordance with its terms; (8) Each of the Texas Operating Subs Partnership Agreements has been duly authorized, executed and delivered by Services and the Operating Partnership and is a valid and binding agreement of each of Services and the Operating Partnership, enforceable against Services and the Operating Partnership in accordance with its terms; (9) Each of the Delaware Operating Subs Partnership Agreements has been duly authorized, executed and delivered by Management GP and the Operating Partnership, enforceable against Management GP and the Operating Partnership in accordance with its terms; (10) The Crosstex Treating Partnership Agreement has been duly authorized, executed and delivered by Crosstex Treating GP and the Operating Partnership and is a valid and binding agreement of each of Crosstex Treating GP and the Operating Partnership, enforceable against Crosstex Treating GP and the Operating Partnership in accordance with its terms; (11) The Purchase and Sale Agreement, dated April 29, 2003, between the Operating Partnership and Duke Energy Field Services, LP, and each of the various bills of sale, assignments, conveyances, contribution agreements and related documents delivered in connection therewith have been duly authorized, executed and delivered by the parties thereto and are valid and binding agreements of the parties thereto, enforceable against such parties in accordance with their respective terms; (12) The Bank Credit Facility has been duly authorized, executed and delivered by the Operating Partnership and is a valid and legally binding agreement of the Operating Partnership enforceable against it in accordance with its terms; providedand (13) Each of the Note Agreements has been duly authorized, executed and delivered by the Operating Partnership and are a valid and legally binding agreements of the Operating Partnership, enforceable against the Operating Partnership in accordance with their terms; provided that, with respect to each agreement described in this Section 1(z4(aa), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Operating Partnership Agreement, Services LLC Agreement, Operating Subs Partnership Agreements, Pipeline LLC Agreement, the OLP Crosstex Treating GP LLC Agreement, Management GP LLC Agreement, Crosstex Treating Partnership Agreement, the DCP Midstream GPPipeline Partnership Agreement, LLC Limited Liability Company General Partner Partnership Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, LLC Agreement are herein collectively referred to as the “Charter Documents"Organizational Agreements.”" The Organizational Agreements, the Bank Credit Facility and the Note Agreements are herein collectively referred to as the "Operative Agreements."

Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and DCP LP Holdings and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and (vi) the Contribution Agreement dated February 27, 2012 by and among the Partnership, the General Partner, DCP LP Holdings and DCP Midstream (the “Transaction Agreement”), pursuant to which the Partnership will acquire a 66.67% interest in DCP Southeast Texas Holdings, GP, has been duly authorized, executed and delivered by the Partnership, the General Partner, DCP LP Holdings and DCP Midstream and is a valid and legally binding agreement of the Partnership, the General Partner, DCP LP Holdings and DCP Midstream, enforceable against each such entity in accordance with its terms; provided, that, with respect to each agreement described in this Section 1(z), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and DCP LP Holdings and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and (vi) the Contribution Agreement dated February 27, 2012 by and among the Partnership, the General Partner, DCP LP Holdings and DCP Midstream (the “Transaction Agreement”), pursuant to which the Partnership will acquire a 66.67% interest in DCP Southeast Texas Holdings, GP, has been duly authorized, executed and delivered by the Partnership, the General Partner, DCP LP Holdings and DCP Midstream and is a valid and legally binding agreement of the Partnership, the General Partner, DCP LP Holdings and DCP Midstream, enforceable against each such entity in accordance with its terms; provided, that, with respect to each agreement described in this Section 1(z1(x), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. At or before the time of purchase, and assuming the due authorization, execution and delivery by each party thereto (other than the Regency Parties: (i) The the Partnership Agreement has been will be duly authorized, executed and delivered by the General Partner and is a valid Acquisition and legally binding agreement of the General Partner, will be enforceable against the General Partner and the Acquisition in accordance with its terms; (ii) the GP Partnership General Partner LP Agreement has been will be duly authorized, executed and delivered by DCP Midstream GP, Acquisition and GP LLC and DCP Midstream and is will be a valid and legally binding agreement of DCP Midstream GP, Acquisition and GP LLC and DCP Midstream, enforceable against DCP Midstream GP, each of Acquisition and GP LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership GP LLC Agreement has been will be duly authorized, executed and delivered by the OLP GP Acquisition and the Partnership and is will be a valid and legally binding agreement of the OLP GP and the Partnership, Acquisition enforceable against the OLP GP and the Partnership Acquisition in accordance with its terms; (iv) the DCP Midstream GPlimited partnership agreement, limited liability company agreement or articles of incorporation, as applicable, of each of the Operating Subsidiaries (together with the Partnership Agreement, the GP LP Agreement and the GP LLC Limited Liability Company Agreement has Agreement, the “Regency Parties Operative Agreements”) will have been duly authorized, executed and delivered by DCP Midstream the parties thereto and is will be valid and legally binding agreements of the parties thereto, enforceable against such parties in accordance with their respective terms; (v) the Amended Credit Agreement will have been duly authorized, executed and delivered by the Operating Partnership and the Guarantors named therein and will be a valid and legally binding agreement of DCP Midstreamthe Partnership and the Guarantors named therein, enforceable against DCP Midstream the each of them in accordance with its terms; and (vvi) the OLP GP Limited Liability Company Agreement has Transaction Documents will have been duly authorized, executed and delivered by the Partnership parties thereto and is a will be valid and legally binding agreement agreements of the Partnershipparties thereto, enforceable against the Partnership such parties in accordance with its their respective terms; provided, provided that, with respect to each agreement described in this Section 1(z4(q), the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand (B) public policy, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws relating to fiduciary duties and public policyindemnification and an implied covenant of good faith and fair dealing. The certificate of limited partnership of each of the PartnershipRegency Parties Operative Agreements, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Amended Credit Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Omnibus Agreement between Acquisition and the OLP GP Limited Liability Company Agreement, in each case, as amended, Partnership and the Transaction Documents are herein collectively referred to as the “Charter DocumentsOperative Agreements.”

Enforceability of Other Agreements. At or before the time of purchase, and assuming the due authorization, execution and delivery by each party thereto (other than the Regency Parties: (i) The the Partnership Agreement has been will be duly authorized, executed and delivered by the General Partner and is a valid Acquisition and legally binding agreement of the General Partner, will be enforceable against the General Partner and the Acquisition in accordance with its terms; (ii) the GP Partnership General Partner LP Agreement has been will be duly authorized, executed and delivered by DCP Midstream GP, Acquisition and GP LLC and DCP Midstream and is will be a valid and legally binding agreement of DCP Midstream GP, Acquisition and GP LLC and DCP Midstream, enforceable against DCP Midstream GP, each of Acquisition and GP LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership GP LLC Agreement has been will be duly authorized, executed and delivered by the OLP GP Acquisition and the Partnership and is will be a valid and legally binding agreement of the OLP GP and the Partnership, Acquisition enforceable against the OLP GP and the Partnership Acquisition in accordance with its terms; (iv) the DCP Midstream GPlimited partnership agreement, limited liability company agreement or articles of incorporation, as applicable, of each of the Operating Subsidiaries (together with the Partnership Agreement, the GP LP Agreement and the GP LLC Limited Liability Company Agreement has Agreement, the “Regency Parties Operative Agreements”) will have been duly authorized, executed and delivered by DCP Midstream the parties thereto and is will be valid and legally binding agreements of the parties thereto, enforceable against such parties in accordance with their respective terms; (v) the Amended Credit Agreement will have been duly authorized, executed and delivered by the Operating Partnership and the Guarantors named therein and will be a valid and legally binding agreement of DCP Midstreamthe Partnership and the Guarantors named therein, enforceable against DCP Midstream the each of them in accordance with its terms; and (vvi) the OLP GP Limited Liability Company Agreement has Transaction Documents will have been duly authorized, executed and delivered by the Partnership parties thereto and is a will be valid and legally binding agreement agreements of the Partnershipparties thereto, enforceable against the Partnership such parties in accordance with its their respective terms; provided, provided that, with respect to each agreement described in this Section 1(z4(q), the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand (B) public policy, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws relating to fiduciary duties and public policyindemnification and an implied covenant of good faith and fair dealing. The certificate of limited partnership of each of the PartnershipRegency Parties Operative Agreements, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Amended Credit Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Transaction Documents are herein collectively referred to as the “Charter DocumentsOperative Agreements.”

Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and DCP LP Holdings and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, that, with respect to each agreement described in this Section 1(z2(bb), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. (i) The the General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and Brookfield and is a valid and legally binding agreement of Teekay Holdings and Brookfield, enforceable against Teekay Holdings and Brookfield in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and Teekay and is a valid and legally binding agreement of the General PartnerPartner and Teekay, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream Teekay in accordance with its terms; (iii) the OLP Restated Partnership Agreement has been duly authorized, and when duly executed and delivered by the OLP GP General Partner, Teekay Holdings and Brookfield on the Partnership and is Closing Date will be a valid and legally binding agreement of the OLP GP General Partner, Teekay Holdings and the PartnershipBrookfield, enforceable against the OLP GP General Partner, Teekay Holdings and the Partnership Brookfield in accordance with its terms; (iv) the DCP Midstream GP, Teekay Offshore Holdings LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (v) the ShuttleCo LLC Agreement has been duly authorized, executed and delivered and is a valid and legally binding agreement of Teekay Offshore Holdings, enforceable against Teekay Offshore Holdings in accordance with its terms; (vi) the OLP GP LLC Agreement has been duly authorized, executed and delivered by ShuttleCo and is a valid and legally binding agreement of ShuttleCo, enforceable against ShuttleCo in accordance with its terms; (vii) the Operating Company Partnership Agreement has been duly authorized, executed and delivered by OLP GP and ShuttleCo and is a valid and legally binding agreement of OLP GP and ShuttleCo enforceable against OLP GP and ShuttleCo in accordance with its terms; providedand (viii) each of the Operating Subsidiaries’ Organizational Documents has been duly authorized, executed and delivered by the appropriate Teekay Entity and is a valid and legally binding agreement of such Teekay Entity, enforceable against such Teekay Entity in accordance with its terms. provided that, with respect to each agreement described in this Section 1(z1(v), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GPAgreement, the Partnership Agreement, the GP Restated Partnership Agreement, the OLP Partnership Teekay Offshore Holdings LLC Agreement, the DCP Midstream GPShuttleCo LLC Agreement, the OLP GP LLC Limited Liability Agreement, the Operating Company Partnership Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Operating Subsidiaries’ Organizational Documents are herein collectively referred to as the “Charter Organizational Documents.”

Enforceability of Other Agreements. (i) The the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 1(z), 1(x) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, ; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amendedthey may be amended or restated at or prior to the Closing Date, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. (ia) The the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and, assuming due authorization execution and delivery by the Organizational Limited Partner (as defined in the Partnership Agreement), is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iib) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Operating Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Operating Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (c) the Operating Subsidiaries Operative Documents have been duly authorized, executed and delivered by the Operating Company and any other necessary parties, as applicable, and is a valid and legally binding agreement of the respective parties, enforceable against the respective parties in accordance with its terms; (d) the Credit Agreement have been duly authorized, executed and delivered by the Partnership Entities and, assuming due authorization, execution and delivery by the other parties thereto, is a valid and legally binding agreement of the Partnership Entities, enforceable against each of them in accordance with its terms; providedand (e) the Contribution Documents and Conversion Documents have been duly authorized, executed and delivered by the Partnership Entities that are parties thereto and, assuming due authorization, execution and delivery by the other parties thereto, the Contribution Documents that are governed by Delaware or New York law and the Conversion Documents are valid and legally binding obligations of each of the Partnership Entities that are parties thereto, enforceable against each of them in accordance with their terms; provided that, with respect to each agreement described in this Section 1(z)paragraph 16, the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided) and (B) public policy, further, that the indemnity, applicable law relating to fiduciary duties and indemnification and contribution and exoneration provisions contained in any an implied covenant of such agreements may be limited by applicable laws good faith and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documentsfair dealing.”

Enforceability of Other Agreements. (i) The the General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iiiii) the GP The Restated Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been when duly authorized, executed and delivered by the OLP GP and General Partner on the Partnership and is Closing Date will be a valid and legally binding agreement of the OLP GP and the PartnershipGeneral Partner, enforceable against the OLP GP and the Partnership General Partner in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (v) the Operating Company Partnership Agreement has been duly authorized, executed and delivered by OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership enforceable against the OLP GP and the Partnership in accordance with its terms; (vi) each of the Operating Subsidiaries’ Organizational Documents has been duly authorized, executed and delivered by the appropriate Teekay Entity and is a valid and legally binding agreement of such Teekay Entity, enforceable against such Teekay Entity in accordance with its terms; providedand (vii) the Purchase Agreement dated April 6, 2015 by and between the Partnership and Teekay (the “Purchase Agreement”) relating to the sale and purchase of the entire ownership interests in Xxxxx L.L.C. and Teekay Xxxxx AS (together, the “Acquired Subsidiaries”), has been duly authorized, executed and delivered by the Partnership and Teekay and is a valid and legally binding agreement of the Partnership and Teekay, enforceable against the Partnership and Teekay in accordance with its terms. provided that, with respect to each agreement described in this Section 1(z1(t), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GPAgreement, the Partnership Agreement, the GP Restated Partnership Agreement, the OLP Partnership GP LLC Agreement, the DCP Midstream GP, LLC Limited Liability Operating Company Partnership Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Operating Subsidiaries’ Organizational Documents are herein collectively referred to as the “Charter Organizational Documents.”

Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and DCP LP Holdings and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) the Contribution Agreement dated February 25, 2014 by and among the Partnership, DCP Midstream, the General Partner and DCP LP Holdings, as amended by the First Amendment to Contribution Agreement dated February 27, 2014 by and among the Partnership, DCP Midstream, the General Partner and DCP LP Holdings (the “Contribution Agreement”), pursuant to which the Partnership will acquire (1) a 20% interest in DCP SC Texas GP, (2) a 33.33% interest in DCP Southern Hills Pipeline, LLC (“Southern Hills”) and (3) a 33.33% interest in DCP Sand Hills Pipeline, LLC (“Sand Hills”), has been duly authorized, executed and delivered by the Partnership, DCP Midstream, the General Partner and DCP LP Holdings and is a valid and legally binding agreement of the Partnership, DCP Midstream, the General Partner and DCP LP Holdings, enforceable against each such entity in accordance with its terms; and (vii) the Purchase and Sale Agreement dated February 25, 2014 by and between DCP Midstream, LP, a Delaware limited partnership (“DCP Midstream, LP” and, together with DCP Midstream and DCP LP Holdings, the “Transaction Entities”), and the Partnership (the “Purchase Agreement” and, together with the Contribution Agreement, the “Transaction Agreements”), pursuant to which the Partnership will acquire (1) a 35 MMcf/d cryogenic natural gas processing plant located in Weld County, Colorado and (2) a 200 MMcf/d cryogenic natural gas processing plant under construction also located in Weld County, Colorado, has been duly authorized, executed and delivered by the Partnership and DCP Midstream, LP and is a valid and legally binding agreement of the Partnership and DCP Midstream, LP, enforceable against each such entity in accordance with its terms; provided, that, with respect to each agreement described in this Section 1(z), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. (i) The the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 1(z), ) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, ; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amendedthey may be amended or restated at or prior to the Closing Date, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and DCP LP Holdings and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and (vi) the Contribution Agreement dated February 27, 2013 by and among the Partnership, DCP LP Holdings and DCP Midstream (the “Transaction Agreement”), pursuant to which the Partnership will acquire a 46.67% interest in DCP Southeast Texas Holdings, GP, has been duly authorized, executed and delivered by the Partnership, DCP LP Holdings and DCP Midstream and is a valid and legally binding agreement of the Partnership, DCP LP Holdings and DCP Midstream, enforceable against each such entity in accordance with its terms; provided, that, with respect to each agreement described in this Section 1(z1(x), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. At or before the First Delivery Date: (i) The the Partnership Agreement has will have been duly authorized, executed and delivered by the General Partner and is Sun Delaware as the "Organizational Limited Partner," and will be a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the GP Partnership LA LLC Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has will have been duly authorized, executed and delivered by the Partnership and is will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iii) the GP LLC Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iv) the Operating Partnership Agreement will have been duly authorized, executed and delivered by GP LLC and the Partnership and will be a valid and legally binding agreement of GP LLC and the Partnership, enforceable against GP LLC and the Partnership in accordance with its terms; (v) the OLP GP LLC Agreement will have been duly authorized, executed and delivered by the Operating Partnership and will be a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (vi) the Operating Subsidiary Partnership Agreements will have been duly authorized, executed and delivered by OLP GP LLC and the Operating Partnership and will be a valid and legally binding agreement of OLP GP LLC and the Operating Partnership, enforceable against OLP GP LLC and the Operating Partnership in accordance with its terms; (vii) the General Partner LLC Agreement will have been duly authorized, executed and delivered by Sun Delaware, Sun Texas, Sunoco R&M, Atlantic Petroleum and Atlantic Out LP and will be a valid and legally binding agreement of each of Sun Delaware, Sun Texas, Sunoco R&M, Atlantic Petroleum and Atlantic Out LP, enforceable against the Operating Partnership in accordance with its terms; (viii) the Purchase Agreement will have been duly authorized, executed and delivered by the Operating Partnership and by OLP GP LLC, Sun Pipeline LP and RM In LP (collectively, the "Subsidiary Guarantors") and will be a valid and legally binding agreement of the Operating Partnership and the Subsidiary Guarantors enforceable against the Operating Partnership and the Subsidiary Guarantors in accordance with its terms; (ix) the Indenture will have been duly authorized, executed and delivered by the Operating Partnership, the Subsidiary Guarantors and the trustee thereunder and will be a valid and legally binding agreement of the Operating Partnership and each of the Subsidiary Guarantors enforceable against the Operating Partnership and the Subsidiary Guarantors in accordance with its terms; (x) the Notes will have been duly authorized for issuance and sale to the initial purchasers thereof and, when issued and authenticated in accordance with the terms of the Purchase Agreement, will constitute the valid and binding obligations of the Operating Partnership and each of the Subsidiary Guarantors enforceable against the Operating Partnership and each of the Subsidiary Guarantors and entitled to the benefits of the Indenture; (xi) the Credit Agreement will have been duly authorized, executed and delivered by the Operating Partnership and the Subsidiary Guarantors and will be a valid and legally binding agreement of the Operating Partnership and the Subsidiary Guarantors enforceable against the Operating Partnership and the Subsidiary Guarantors in accordance with its terms; (xii) each of the Merger and Contribution Agreements will have been duly authorized, executed and delivered by the parties thereto and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; (xiii) an omnibus agreement (the "Omnibus Agreement") will have been duly authorized, executed and delivered by each of Sunoco, Sunoco R&M, Sun Delaware, Atlantic Petroleum, the General Partner, the Partnership and the Operating Partnership, and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; (xiv) a pipelines and terminals storage and throughput agreement (the "Pipelines and Terminals Agreement") will have been duly authorized, executed and delivered by each of Sunoco, Sunoco R&M, the General Partner, the Partnership, the Operating Partnership [and the other parties thereto], and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; (xv) eight crude oil purchase agreements (the "Crude Oil Purchase Agreements") will have been duly authorized, executed and delivered by each of Sunoco, Sunoco R&M, the General Partner, the Partnership, Operating Partnership [and the other parties thereto], and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; (xvi) a lease agreement (the "Lease Agreement") will have been duly authorized, executed and delivered by Sunoco R&M, the General Partner, the Partnership, the Operating Partnership [and the other parties thereto], and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; providedand (xvii) a cash management agreement (the "Cash Management Agreement") will have been duly authorized, executed and delivered by each of Sunoco, the General Partner, the Partnership, the Operating Partnership [and the other parties thereto], and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described in this Section 1(z1(ll), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, and provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of Partnership Agreement, the PartnershipLA LLC Agreement, the GP LLC Agreement, the OLP GP LLC Agreement, the Operating Subsidiary Partnership Agreements, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Purchase Agreement, the OLP Partnership Indenture, the Notes, the Credit Agreement, the DCP Midstream GPMerger and Contribution Agreements, LLC Limited Liability Company the Omnibus Agreement, the Pipelines and Terminals Agreement, the Crude Oil Purchase Agreements, the Lease Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Cash Management Agreement are herein collectively referred to as the “Charter Documents"Operative Agreements.”"

Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, that, with respect to each agreement described in this Section 1(z2(aa), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. At or before the Closing Time and at each Date of Delivery: (iA) The the General Partner Operating Agreement has been duly authorized, executed and delivered by CFSI LLC and will be a valid and legally binding agreement of CFSI LLC, enforceable against CFSI LLC in accordance with its terms; (B) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and the other parties thereto and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iiC) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Operating Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Operating Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (D) each of the SCI Purchase Documents has been duly authorized, executed and delivered by the Operating Company and each of the Operating Subsidiaries party thereto and is a valid and legally binding agreement of the Operating Company and each of the Operating Subsidiaries party thereto, enforceable against the Operating Company and each of the Operating Subsidiaries party thereto in accordance with its terms; providedand (E) the Credit Agreement, the Notes and the Note Purchase Agreement and the Guarantee will have been duly authorized, executed and delivered by the General Partner, the Partnership, the Operating Company and the Operating Subsidiaries parties thereto and will be valid and legally binding agreements of the General Partner, the Partnership, the Operating Company and the Operating Subsidiaries parties thereto, enforceable against the General Partner, the Partnership, the Operating Company and the Operating Subsidiaries parties thereto in accordance with their respective terms. provided that, with respect to each agreement described in this Section 1(zSections (xix) and (xxi), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, ; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. On the Closing Date, after giving effect to the Transactions: (i) The Partnership Agreement has been the Shipping LLC Subsidiaries LLC Agreements will each be duly authorized, executed and delivered by the Operating Company and will be a valid and legally binding agreement of the Operating Company, enforceable against the Operating Company in accordance with their terms; (ii) the Chemical LLC Subsidiaries LLC Agreements will each be duly authorized, executed and delivered by the Operating Company and will be a valid and legally binding agreement of the Operating Company, enforceable against the Operating Company in accordance with their terms; (iii) the Mgmt LLC Agreements will each be duly authorized, executed and delivered by the General Partner and is will be a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (iiiv) the GP Partnership General Partner LLC Agreement has been will be duly authorized, executed and delivered by DCP Midstream GP, LLC Shipping Master and DCP Midstream and is will be a valid and legally binding agreement of DCP Midstream GP, LLC and DCP MidstreamShipping Master, enforceable against DCP Midstream GP, LLC and DCP Midstream Shipping Master in accordance with its terms; (iiiv) the OLP Partnership Shipping Master LLC Agreement has will be duly authorized, executed and delivered by Management and will be a valid and legally binding agreement of Management, enforceable against Management in accordance with its terms; and (vi) the Bank Credit Facility will have been duly authorized, executed and delivered by the OLP GP and Operating Company, the Shipping LLC Subsidiaries, the Chemical LLC Subsidiaries (other than Pioneer LLC), the Partnership and is the General Partner and will be a valid and legally binding agreement of the OLP GP and the Partnershipeach of them, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream them in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, thatexcept, with respect to each agreement described in this Section 1(z1(x), the enforceability thereof as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. At or before the First Delivery Date: (i) The the Partnership Agreement has will have been duly authorized, executed and delivered by the General Partner and is the Organizational Limited Partner (as defined in the Partnership Agreement) and will be a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the GP Partnership Agreement has will have been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream DEFS and is will be a valid and legally binding agreement of DCP Midstream GP, LLC and DCP MidstreamDEFS, enforceable against DCP Midstream GP, LLC and DCP Midstream DEFS in accordance with its terms; (iii) the OLP Partnership Agreement has will have been duly authorized, executed and delivered by the OLP GP and the Partnership and is will be a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream DEFS and is a valid and legally binding agreement of DCP MidstreamDEFS, enforceable against DCP Midstream DEFS in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) each of the Operating Subsidiaries Operative Documents will have been duly authorized, executed and delivered by the Operating Partnership and any other necessary parties, as applicable, and will be a valid and legally binding agreement of the respective parties, enforceable against the respective parties in accordance with its terms; (vii) the Omnibus Agreement will have been duly authorized, executed and delivered by each of the General Partner, the Partnership, the Operating Partnership, OLP GP and DEFS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the Credit Agreement will have been duly authorized, executed and delivered by [the Partnership Entities] and will be a valid and legally binding agreement of [the Partnership Entities], enforceable against [the Partnership Entities], in accordance with its terms; (ix) the Contribution Documents will have been duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of such parties thereto, enforceable against such parties thereto in accordance with their respective terms; provided, provided that, with respect to each agreement described in this Section 1(z), 1(r) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, ; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and Agreement, the OLP GP Limited Liability Company Agreement, and the Operating Subsidiaries Operative Documents, in each case, as amendedthey may be amended or restated at or prior to the First Delivery Date, the Omnibus Agreement, the Credit Agreement, and the Contribution Documents are herein collectively referred to as the “Charter DocumentsOperative Agreements.”

Enforceability of Other Agreements. (i) The the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and DCP LP Holdings and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 1(z2(v), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, ; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amendedthey have been amended or restated, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. At or before the First Delivery Date: (i) The the Partnership Agreement has will have been duly authorized, executed and delivered by the General Partner and is PV Holding as the "Organizational Limited Partner," and will be a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Operating Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has will have been duly authorized, executed and delivered by the Partnership and is will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iii) the Operating Subsidiary LLC Agreements will have been duly authorized, executed and delivered by the Operating Company and will be valid and legally binding agreements of the Operating Company enforceable against the Operating Company in accordance with their terms; (iv) the Credit Agreement will have been duly authorized, executed and delivered by the Partnership and the lenders party thereto and will be a valid and legally binding agreement of the Partnership enforceable against the Partnership in accordance with its terms; (v) each of the Merger and Contribution Agreements will have been duly authorized, executed and delivered by the parties thereto and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; (vi) An omnibus agreement (the "Omnibus Agreement") will have been duly authorized, executed and delivered by each of Penn Virginia, the General Partner, the Partnership and the Operating Company, and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 1(z1(v), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, and provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Operating Company Agreement, the OLP Partnership Operating Subsidiary LLC Agreements, the Credit Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement Merger and Contribution Agreements and the OLP GP Limited Liability Company Agreement, in each case, as amended, Omnibus Agreement are herein collectively referred to as the “Charter Documents"Operative Agreements.”"

Enforceability of Other Agreements. (ia) The General Partner Operating Agreement has been duly authorized, executed and delivered by CFSI LLC and is a valid and legally binding agreement of CFSI LLC, enforceable against CFSI LLC in accordance with its terms; (b) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and the Organizational Limited Partner (as defined in the Partnership Agreement) and is a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (iic) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Operating Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Operating Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (d) the Omnibus Agreement has been duly authorized, executed and delivered by each of [describe MDC parties], the General Partner, the Partnership, CFSI LLC and the Operating Company and is a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (e) the Notes and the Note Purchase Agreement has been duly authorized, executed and delivered by the Partnership, the Operating Company and the Operating Subsidiaries and is valid and legally binding agreements of the Partnership, the Operating Company and the Operating Subsidiaries, enforceable against the Partnership, the Operating Company and the Operating Subsidiaries in accordance with their respective terms; provided, provided that, with respect to each agreement described in this Section 1(z)paragraph 11, the enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided) and (B) public policy, further, that the indemnity, applicable law relating to fiduciary duties and indemnification and contribution and exoneration provisions contained in any an implied covenant of such agreements may be limited by applicable laws good faith and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documentsfair dealing.”

Enforceability of Other Agreements. At or before the First Delivery Date: (i) The the Partnership Agreement has will have been duly authorized, executed and delivered by the General Partner and is the Organizational Limited Partner (as defined in the Partnership Agreement) and will be a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the GP Partnership Agreement has will have been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream DEFS and is will be a valid and legally binding agreement of DCP Midstream GP, LLC and DCP MidstreamDEFS, enforceable against DCP Midstream GP, LLC and DCP Midstream DEFS in accordance with its terms; (iii) the OLP Partnership Agreement has will have been duly authorized, executed and delivered by the OLP GP and the Partnership and is will be a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream DEFS and is a valid and legally binding agreement of DCP MidstreamDEFS, enforceable against DCP Midstream DEFS in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (vi) each of the Operating Subsidiaries Operative Documents will have been duly authorized, executed and delivered by the Operating Partnership and any other necessary parties, as applicable, and will be a valid and legally binding agreement of the respective parties, enforceable against the respective parties in accordance with its terms; (vii) the Omnibus Agreement will have been duly authorized, executed and delivered by each of the General Partner, the Partnership, the Operating Partnership, OLP GP and DEFS and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (viii) the Credit Agreement will have been duly authorized, executed and delivered by the Operating Partnership, the Partnership and the Operating Subsidiaries that are parties thereto and will be a valid and legally binding agreement of the Operating Partnership, the Partnership and the Operating Subsidiaries that are parties thereto, enforceable against the Operating Partnership, the Partnership and the Operating Subsidiaries that are parties thereto, in accordance with its terms; (ix) the Contribution Documents will have been duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of such parties thereto, enforceable against such parties thereto in accordance with their respective terms; provided, provided that, with respect to each agreement described in this Section 1(z), 1(r) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, ; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and Agreement, the OLP GP Limited Liability Company Agreement, and the Operating Subsidiaries Operative Documents, in each case, as amendedthey may be amended or restated at or prior to the First Delivery Date, the Omnibus Agreement, the Credit Agreement, and the Contribution Documents are herein collectively referred to as the “Charter DocumentsOperative Agreements.”

Enforceability of Other Agreements. At or before the Closing Date: (i1) The Partnership Agreement has been will be duly authorized, executed and delivered by the General Partner and is Holdings and will be a valid and legally binding agreement of the General PartnerPartner and Holdings, enforceable against the General Partner and Holdings in accordance with its terms; (ii2) the GP The Operating Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been will be duly authorized, executed and delivered by the Partnership and is Services and will be a valid and legally binding agreement of the Partnership and Services, enforceable against the Partnership and Services in accordance with its terms; (3) The General Partner Partnership Agreement will be duly authorized, executed and delivered by GP LLC and Holdings and will be a valid and legally binding agreement of GP LLC and Holdings, enforceable against GP LLC and Holdings in accordance with its terms; (4) The GP LLC Agreement will be duly authorized, executed and delivered by Holdings and will be a valid and legally binding agreement of Holdings, enforceable against Holdings in accordance with its terms; (5) The Services LLC Agreement will be duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (6) The Pipeline LLC Agreement will be duly authorized, executed and delivered by the Operating Partnership and will be a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (7) The Pipeline Partnership Agreement will be duly authorized, executed and delivered by Pipeline LLC and the Operating Partnership and will be a valid and binding agreement of Pipeline LLC and the Operating Partnership, enforceable against Pipeline LLC and the Operating Partnership in accordance with its terms; (8) Each of the Operating Subs Partnership Agreements will be duly authorized, executed and delivered by Services and the Operating Partnership and will be a valid and binding agreement of each of Services and the Operating Partnership, enforceable against Services and the Operating Partnership in accordance with its terms; (9) Each of the Contribution Documents will be duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of the parties thereto enforceable against such parties in accordance with their respective terms; (10) The Bank Credit Agreement will be duly authorized, executed and delivered by the Operating Partnership and will be a valid and legally binding agreement of the Operating Partnership enforceable against it in accordance with its terms; providedand (11) The omnibus agreement (the "Omnibus Agreement") will be duly authorized, executed and delivered by each of the Partnership, the General Partner, GP LLC, Holdings and the Operating Partnership, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described in this Section 1(z4(x), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Operating Partnership Agreement, the OLP Services LLC Agreement, Operating Subs Partnership Agreements, Pipeline LLC Agreement, Pipeline Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company General Partner Partnership Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, LLC Agreement are herein collectively referred to as the “Charter "Organizational Agreements." The Organizational Agreements, the Contribution Documents, the Bank Credit Agreement and the Omnibus Agreement are herein collectively referred to as the "Operative Agreements.”"

Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability The Operating Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iii) The OLP GP Agreement has been duly authorized, executed and delivered by the Operating Company and is a valid and legally binding agreement of the Operating Company, enforceable against the Operating Company in accordance with its terms; (iv) Each of the Shreveport Subsidiary Agreements has been duly authorized, executed and delivered by Calumet Shreveport and is a valid and legally binding agreement of Calumet Shreveport, enforceable against Calumet Shreveport in accordance with its terms; (v) Each of the Calumet Shreveport Agreement, the Calumet Superior Agreement and the Calumet Penreco Agreement has been duly authorized, executed and delivered by Calumet and is a valid and legally binding agreement of Calumet, enforceable against Calumet in accordance with its terms; (vi) The Calumet Agreement has been duly authorized, executed and delivered by the OLP GP and the Operating Company and is a valid and legally binding agreement of the OLP GP and the Operating Company, enforceable against the OLP GP and the Operating Company in accordance with its terms; and (vii) The Xxxxxx Acquisition Agreement has been duly authorized, executed and delivered by the Partnership and (assuming due authorization, execution and delivery by Xxxxxx) is a valid and legally binding agreement of the parties thereto, enforceable against the parties thereto in accordance with its terms; provided, that, with respect to each agreement described in this Section 1(z3(x), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)the Enforceability Exceptions; provided, further, that the indemnity, indemnity and contribution and exoneration provisions contained in any of such agreements therein may be limited by applicable laws and or public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. At or before the Closing Date: (i1) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii2) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP The Operating Partnership Agreement has been duly authorized, executed and delivered by the OLP GP Partnership and the Partnership Services and is a valid and legally binding agreement of the OLP GP Partnership and the PartnershipServices, enforceable against the OLP GP Partnership and the Partnership Services in accordance with its terms; (iv3) the DCP Midstream GP, LLC Limited Liability Company The General Partner Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP LLC and the Company and is a valid and legally binding agreement of DCP MidstreamGP LLC and the Company, enforceable against DCP Midstream GP LLC and the Company in accordance with its terms; and; (v4) Each of the OLP GP Limited Liability LLC Agreement, the Holdings GP LLC Agreement and the Holdings LP LLC Agreement has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms; (5) The Services LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; providedand (6) The Holdings LP Partnership Agreement has been duly authorized, executed and delivered by Holdings GP LLC and Holdings LP LLC and is a valid and legally binding agreement of Holdings GP LLC and Holdings LP LLC, enforceable against Holdings GP LLC and Holdings LP LLC in accordance with its terms. provided that, with respect to each agreement described in this Section 1(z4(w), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Operating Partnership Agreement, the OLP Services LLC Agreement, General Partner Partnership Agreement, the DCP Midstream GPGP LLC Agreement, Holdings LP LLC Limited Liability Company Agreement, Holdings GP LLC Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Holdings LP Partnership Agreement are herein collectively referred to as the “Charter Documents"Organizational Agreements.”" The Organizational Agreements, the Bank Credit Facility and the Note Agreements are herein collectively referred to as the "Operative Agreements."

Enforceability of Other Agreements. (i) The the General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (iv) the Operating Company Partnership Agreement has been duly authorized, executed and delivered by OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership enforceable against the OLP GP and the Partnership in accordance with its terms; providedand (v) each of the Operating Subsidiaries’ Organizational Documents has been duly authorized, executed and delivered by the appropriate Teekay Entity and is a valid and legally binding agreement of such Teekay Entity, enforceable against such Teekay Entity in accordance with its terms; provided that, with respect to each agreement described in this Section 1(z1(u), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policypolicy (collectively, the “Enforceability Exceptions”). The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GPAgreement, the Partnership Agreement, the Articles of Incorporation and By-Laws of Finance Corp., the OLP GP Partnership LLC Agreement, the OLP Operating Company Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Operating Subsidiaries’ Organizational Documents are herein collectively referred to as the “Charter Organizational Documents.”

Enforceability of Other Agreements. At or before the First Time of Delivery: (i) The Partnership Agreement has will have been duly authorized, executed and delivered by the General Partner and is Holly as the "Organizational Limited Partner" and will be a valid and legally xxxxxly binding agreement of the General Partner and Holly as the Organizational Limited Partner, enforceable against the General Gxxxxxl Partner and Holly as the Organizational Limited Partner in accordance with its termsterxx; (ii) the GP The Operating Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has will have been duly authorized, executed and delivered by the OLP GP and the Partnership and is will be a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iviii) the DCP Midstream GP, LLC Limited Liability Company The General Partner Partnership Agreement has will have been duly authorized, executed and delivered by DCP Midstream each of GP LLC and is Navajo Pipeline will be a valid and legally binding agreement of DCP MidstreamGP LLC and Navajo Pipeline, enforceable against DCP Midstream each of them in accordance with its terms; and; (iv) The GP LLC Agreement will have been duly authorized, executed and delivered by Navajo Pipeline and will be a valid and legally binding agreement of Navajo Pipeline, enforceable against Navajo Pipeline in accordance with its terms; (v) Each of the OLP GP Limited Liability Company Operating Subsidiaries LLC Agreements will be duly authorized, executed and delivered by the Operating Partnership and will be a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms; (vi) Each of the Operating Subsidiaries Partnership Agreements will be duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of the parties thereto, enforceable against the parties thereto in accordance with its terms; (vii) The Bank Credit Agreement has will have been duly authorized, executed and delivered by the Operating Partnership and is the Operating Subsidiaries and will be a valid and legally binding agreement of the Partnership, Operating Partnership and the Operating Subsidiaries enforceable against the Operating Partnership and the Operating Subsidiaries in accordance with its terms; (viii) Each of the Contribution Documents will have been duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of the parties thereto enforceable against such parties in accordance with its terms; (ix) An omnibus agreement (the "OMNIBUS AGREEMENT") will have been duly authorized, executed and delivered by each of Holly, Navajo, the General Partner, GP LLC, the Partnership, the OLP GX, xxd the Operating Partnership and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; (x) A pipeline and terminals agreement (the "THROUGHPUT AGREEMENT") will have been duly authorized, executed and delivered by each of Holly, Refining, Holly Refining and Marketing Company, a Delaware corpxxxxxon, the Genexxx Xartner, GP LLC, the Partnership, the OLP GP, and the Operating Partnership and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 1(z[THIS SECTION 1(x)], the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, indemnity and contribution and exoneration provisions contained in any of such agreements therein may be limited by applicable laws and or public policy. The certificate of limited partnership of each of the PartnershipOrganizational Agreements, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Bank Credit Agreement, the GP Partnership Contribution Documents, the Omnibus Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Throughput Agreement are herein collectively referred to as the “Charter Documents"OPERATIVE AGREEMENTS.”"

Enforceability of Other Agreements. (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and DCP LP Holdings and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and (vi) the Contribution Agreement dated February 27, 2013 by and among the Partnership, DCP LP Holdings and DCP Midstream (the “Transaction Agreement”), pursuant to which the Partnership will acquire a 46.67% interest in DCP Southeast Texas Holdings, GP, has been duly authorized, executed and delivered by the Partnership, DCP LP Holdings and DCP Midstream and is a valid and legally binding agreement of the Partnership, DCP LP Holdings and DCP Midstream, enforceable against each such entity in accordance with its terms; provided, that, with respect to each agreement described in this Section 1(z), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

Enforceability of Other Agreements. (i1) The General Partner LLC Agreement has been duly authorized, executed and delivered by Teekay Holdings and is a valid and legally binding agreement of Teekay Holdings, enforceable against Teekay Holdings in accordance with its terms; (2) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v3) the OLP GP Limited Liability Company LLC Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the PartnershipOLP GP, enforceable against the OLP GP in accordance with its terms; (4) the Operating Company Partnership Agreement has been duly authorized, executed and delivered by OLP GP, the Partnership and Teekay Holdings and is a valid and legally binding agreement of the OLP GP, the Partnership and Teekay Holdings enforceable against the OLP GP, the Partnership and Teekay Holdings in accordance with its terms; providedand (5) each of the Operating Subsidiaries’ Organizational Documents has been duly authorized, executed and delivered by the appropriate Teekay Entity and is a valid and legally binding agreement of such Teekay Entity, enforceable against such Teekay Entity in accordance with its terms; provided that, with respect to each agreement described in this Section 1(z1(x), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GPAgreement, the Partnership Agreement, the OLP GP Partnership LLC Agreement, the OLP Operating Company Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, Operating Subsidiaries’ Organizational Documents are herein collectively referred to as the “Charter Organizational Documents.”

Enforceability of Other Agreements. At or before the Closing Date: (i) The the Partnership Agreement has been will be duly authorized, executed and delivered by the General Partner and is the Managing General Partner as the "Organizational Limited Partner," and will be a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner and the Organizational Limited Partner in accordance with its terms; (ii) the GP General Partner Partnership Agreement has been will be duly authorized, executed and delivered by DCP Midstream GPthe WPP Group, LLC the Managing General Partner and DCP Midstream [Arch Coal], and is will be a valid and legally binding agreement of DCP Midstream GPthe WPP Group, LLC the Managing General Partner and DCP Midstreamthe Selling Unitholder, enforceable against DCP Midstream GPthe WPP Group, LLC the Managing General Partner and DCP Midstream the Selling Unitholder in accordance with its terms; (iii) the OLP Partnership Managing General Partner LLC Agreement has been will be duly authorized, executed and delivered by the OLP GP RCM LLC and the Partnership Selling Unitholder and is will be a valid and legally binding agreement of the OLP GP RCM LLC and the PartnershipSelling Unitholder, enforceable against the OLP GP RCM LLC and the Partnership Selling Unitholder in accordance with its terms; (iv) the DCP Midstream GP, Operating Company LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement has been will be duly authorized, executed and delivered by the Partnership and is will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; (v) each of the Operating Subsidiaries LLC Agreements will be duly authorized, executed and delivered by the Operating Company and will be a valid and legally binding agreement of the Operating Company, enforceable against the Operating Company in accordance with its terms; (vi) the Credit Facility will be duly authorized, executed and delivered by the Operating Company and will be a valid and legally binding agreement of the Operating Company enforceable against it in accordance with its terms; (vii) each of the Coal Mining Lease Agreements by and among Ark LLC and the Selling Unitholder (the "Arch Leases") will be duly authorized, executed and delivered by Ark LLC and the Selling Unitholder and will be valid and legally binding agreements of Ark LLC and the Selling Unitholder, enforceable against them in accordance with their terms; (viii) each of the Contribution Documents will be duly authorized, executed and delivered by the parties thereto and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; (ix) the omnibus agreement (the "Omnibus Agreement") will be duly authorized, executed and delivered by each of Arch Coal, the Selling Unitholder, RCM LLC, Corbin J. Robertson, WPP, Great Northern, New Gauley, the Manxxxxx Xxxxxxx Xxxxxer, the General Partner, the Partnership and the Operating Company, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 1(z1(t), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); providedand, provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the PartnershipPartnership Agreement, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Managing General Partner LLC Agreement, the OLP Partnership Operating Company LLC Agreement, the DCP Midstream GPOperating Subsidiaries LLC Agreements, LLC Limited Liability Company Agreement the Credit Facility, the Arch Leases, the Contribution Documents and the OLP GP Limited Liability Company Agreement, in each case, as amended, Omnibus Agreement are herein collectively referred to as the “Charter Documents"Operative Agreements.”"

Enforceability of Other Agreements. (i) The At or before the First Delivery Date: the Partnership Agreement has will have been duly authorized, executed and delivered by the General Partner and is PV Holding as the "Organizational Limited Partner," and will be a valid and legally binding agreement of the General Partner and the Organizational Limited Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Organizational Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream Partner in accordance with its terms; and (v) the OLP GP Limited Liability Operating Company Agreement has will have been duly authorized, executed and delivered by the Partnership and is will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; providedthe Operating Subsidiary LLC Agreements will have been duly authorized, executed and delivered by the Operating Company and will be valid and legally binding agreements of the Operating Company enforceable against the Operating Company in accordance with their terms; the Credit Agreement will have been duly authorized, executed and delivered by the Operating Company and the lenders party thereto and will be a valid and legally binding agreement of the Operating Company enforceable against the Operating Company in accordance with its terms; each of the Merger and Contribution Agreements will have been duly authorized, executed and delivered by the parties thereto and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; An omnibus agreement (the "Omnibus Agreement") will have been duly authorized, executed and delivered by each of Penn Virginia, the General Partner, the Partnership and the Operating Company, and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms; provided that, with respect to each agreement described in this Section 1(z1(v), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, and provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Operating Company Agreement, the OLP Partnership Operating Subsidiary LLC Agreements, the Credit Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement Merger and Contribution Agreements and the OLP GP Limited Liability Company Agreement, in each case, as amended, Omnibus Agreement are herein collectively referred to as the “Charter Documents"Operative Agreements.”"

Enforceability of Other Agreements. (i) The the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and; (v) the OLP GP Limited Liability Company Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, provided that, with respect to each agreement described in this Section 1(z), 1(x) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, provided further, ; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amendedthey may be amended or restated at or prior to the Closing Date, are herein collectively referred to as the “Charter Documents.”