Common use of No Conflicts or Violations Clause in Contracts

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the Securities, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoParties, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Operating Partnership and EPO the Partnership of the Securities, (ii) the execution, delivery and performance of this Agreement, Agreement and the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) the offering, issuance and sale by the Partnership and EPO Issuers of the SecuritiesNotes, (ii) the execution, delivery and performance of this AgreementAgreement by each of the Issuers, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) the consummation of the transactions contemplated hereby by this Agreement or (iv) the execution, delivery and performance of the Indenture by each of the Issuers or the consummation of the transactions contemplated thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate Organizational Documents of limited partnership or agreement either of limited partnershipthe Issuers, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which either of the Issuers, any of the Partnership GP Entities or any of the Material Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to either of the Issuers, any of the Partnership GP Entities or any of the Material Subsidiaries or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of either of the Issuers, any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Issuers to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoPartnership, or (iii) the consummation of the transactions contemplated hereby and thereby by this Agreement (Ai) conflicts or will conflict with or constitutes or will constitute a violation of the certificate Organizational Documents of limited partnership or agreement of limited partnershipthe Partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, (Bii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (Div) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Partnership, any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (Bii), (iii) or (Div), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Partnership to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoParties, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, assets or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Operating LLC and the Partnership and EPO of the Securities, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO Selling Unitholder of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoPartnership, or (iii) the consummation of the transactions contemplated hereby and thereby by this Agreement (Ai) conflicts or will conflict with or constitutes or will constitute a violation of the certificate Organizational Documents of limited partnership or agreement of limited partnershipthe Partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, (Bii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (Div) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Partnership, any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (Bii), (iii) or (Div), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Partnership to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None of the (i) the offering, issuance and sale by the Partnership and EPO Issuers of the SecuritiesNotes, (ii) the execution, delivery and performance of this AgreementAgreement by each of the Issuers, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) the consummation of the transactions contemplated hereby by this Agreement or (iv) the execution and delivery of the Supplemental Indenture, the performance of the Indenture by each of the Issuers or the consummation of the transactions contemplated thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate Organizational Documents of limited partnership or agreement either of limited partnershipthe Issuers, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which either of the Issuers, any of the Partnership GP Entities or any of the Material Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to either of the Issuers, any of the Partnership GP Entities or any of the Material Subsidiaries or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of either of the Issuers, any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Issuers to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO Company of the Securities, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or thereto, Company or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Spectra Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Spectra Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Spectra Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Spectra Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto Selling Unitholder or thereto, or (iii) the consummation of the transactions contemplated hereby and thereby (Ai) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any Organizational Documents of the Partnership EntitiesSelling Unitholder, (Bii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them Selling Unitholder or any of their respective its properties or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of directed to the Partnership Entities Selling Unitholder or any of their respective its properties in a proceeding to which the Selling Unitholder or assets, its property is or was a party or (Div) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Partnership EntitiesSelling Unitholder, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (Bii), (iii) or (Div), would, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Selling Unitholder or would materially impair the ability of any of the Enterprise Parties Selling Unitholder to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoParties, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale of the Units by the Partnership and EPO of the SecuritiesPartnership, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Transaction Documents by the Enterprise Magellan Parties that are parties hereto or party thereto, or (iii) consummation of the any other transactions contemplated hereby by the Transaction Documents or the fulfillment of the terms hereof or thereof, or (iv) application of the proceeds from the sale of the Units as described under “Use of Proceeds” in each of the Time of Sale Prospectus and thereby (A) the Prospectus conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnershipwith, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any Lien upon any property or assets of the Partnership Entities pursuant to (i) the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, or other organizational documents of any of the Partnership Entities, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which any of the Partnership Entities is a party or by which any of them are bound or to which any of their respective properties is subject, or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any orderlaw, rule, regulation, judgment, order or decree or injunction applicable to any of the Partnership Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result except, in the creation or imposition case of any lienclauses (ii) and (iii), charge or encumbrance upon any property or assets of any of the Partnership Entities, which for such conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), wouldLiens as would not, individually or in the aggregate, have a Material Adverse Effect Effect, would not affect the validity of the Units, or would not materially impair the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreementthe Transaction Documents.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoParties, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance The issue and sale by the Partnership and EPO of the SecuritiesShares, (ii) the execution, delivery and performance of this Agreementthe Transaction Agreements by the Company, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby by the Transaction Agreements, and thereby the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Draft Preliminary Prospectus will not (A) conflicts or will conflict with or constitutes result in a breach or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entitiesterms or provisions of, (B) conflicts impose any lien, charge or will conflict with other encumbrance upon any property or constitutes assets of the Company or will any of the Subsidiaries, or constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of the Partnership Entities Subsidiaries is a party or by which any of them the Company or any of their respective properties the Subsidiaries is bound or to which any of the property or assets may be boundof the Company or any of the Subsidiaries is subject, (B) result in any violation of the provisions of the certificate of incorporation, constitution, memorandum and articles of association (or similar organizational documents) of the Company or any of the Subsidiaries, or (C) violates result in any violation of any statute or will violate any statutejudgment, law order, decree, rule or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over the Company or any of the Partnership Entities Subsidiaries or any of their respective properties or assets, or except, with respect to clauses (DA) results or will result in the creation or imposition of any lienand (C), charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, encumbrances or defaults or liensthat would not, in the case of clauses (B) or (D), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits by such Selling Unitholder, (ii) the execution, delivery and performance of this Agreement, Agreement by such Selling Unitholder or the Indenture and the Securities consummation by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation such Selling Unitholder of the transactions contemplated hereby and thereby hereby, (Ai) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entitiessuch Selling Unitholder, (Bii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities such Selling Unitholder is a party or by which any of them or any of their respective its properties or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities directed to such Selling Unitholder or any of their respective its properties in a proceeding applicable to such Selling Unitholder or assets, its property or (Div) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Partnership Entitiessuch Selling Unitholder, which conflicts, breaches, changes of control, violations, defaults or liensLiens, in the case of clauses (Bii), (iii) or and (Div), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would materially impair the material adverse effect on such Selling Unitholder’s ability of any of the Enterprise Parties to perform their its obligations under this Agreementhereunder.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO Selling Unitholder of the SecuritiesUnits pursuant to this Agreement, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoSelling Unitholder, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesSelling Unitholder, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities Selling Unitholder is a party or by which any of them the Selling Unitholder or any of their respective its properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities Selling Unitholder or any of their respective its properties or assets, assets or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership EntitiesSelling Unitholder, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Selling Unitholder or would materially impair the ability of any of the Enterprise Parties Selling Unitholder to perform their its obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO Selling Shareholder of the SecuritiesShares, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties Partnership Group Entities party hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby Selling Shareholder Exchange: (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents Organizational Documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to any of the Partnership Entities or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Partnership Parties to perform their obligations under consummate the transactions contemplated by this Agreement, including the Selling Shareholder Exchange.

No Conflicts or Violations. None of the (i) offering, issuance and sale of the Notes by the Partnership and EPO of the SecuritiesPartnership, (ii) the execution, delivery and performance of this Agreement, the Indenture and Purchase Agreement or the Securities Debt Documents by the Enterprise Magellan Parties that are parties hereto or party thereto, or (iii) consummation of the any other transactions contemplated hereby by the Purchase Agreement or the Debt Documents or the fulfillment of the terms hereof or thereof, or (iv) application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Time of Sale Prospectus and thereby (A) the Prospectus conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnershipwith, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any Lien upon any property or assets of the Partnership Entities pursuant to (i) the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, or other organizational documents of any of the Partnership Entities, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which any of the Partnership Entities is a party or by which any of them are bound or to which any of their respective properties is subject, or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any orderlaw, rule, regulation, judgment, order or decree or injunction applicable to any of the Partnership Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result except, in the creation or imposition case of any lienclauses (ii) and (iii), charge or encumbrance upon any property or assets of any of the Partnership Entities, which for such conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), wouldLiens as would not, individually or in the aggregate, have a Material Adverse Effect Effect, would not affect the validity of the Notes, or would not materially impair the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreementthe Purchase Agreement or the Debt Documents.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale of the Units by the Partnership and EPO of the SecuritiesSelling Unitholder, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoMagellan Parties, or and (iii) the consummation of the any other transactions contemplated hereby and thereby (A) by this Agreement or the fulfillment of the terms hereof or thereof, conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnershipwith, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any Lien upon any property or assets of the Magellan Entities pursuant to (i) the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, or other organizational documents of any of the Magellan Entities, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which any of the Partnership Magellan Entities is a party or by which any of them are bound or to which any of their respective properties is subject, or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any orderlaw, rule, regulation, judgment, order or decree or injunction applicable to any of the Magellan Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over any of the Partnership Magellan Entities or any of their respective properties or assets, or (D) results or will result except, in the creation or imposition case of any lienclauses (ii) and (iii), charge or encumbrance upon any property or assets of any of the Partnership Entities, which for such conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), wouldLiens as would not, individually or in the aggregate, have a Material Adverse Effect Effect, would not affect the validity of the Units, or would not materially impair the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesNotes, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Debt Documents by the Enterprise Parties that are parties hereto or theretoMagellan Parties, or (iii) consummation of the transactions contemplated hereby by the Debt Documents, or (iv) application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and thereby the Prospectus (A) conflicts or will conflict with or constitutes or will constitute a breach or violation of any provision of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement or operating agreement, certificate or articles of incorporation or bylaws or any other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default under (or an event thatwhich, with notice or lapse of time or both, would constitute such a defaultan event) under, any indenture, mortgage, deed of trust, guarantee, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their assets or properties to which any of them or any of their respective properties or assets, is subject or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, except in the case of clauses (B), (C) or (D)) for any such conflicts, wouldbreaches, individually violations or in the aggregate, defaults that would not have a Material Adverse Effect or and would materially impair not adversely affect the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreementunder, and consummate the transactions contemplated by, the Debt Documents.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesNotes, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Debt Documents by the Enterprise Magellan Parties that are parties hereto or the Shell Transaction Documents by the Partnership Entities party thereto, or (iii) consummation of the Shell Transactions and the transactions contemplated hereby and thereby by the Debt Documents (A) conflicts or will conflict with or constitutes or will constitute a breach or violation of any provision of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement or operating agreement, certificate or articles of incorporation or bylaws or any other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default under (or an event thatwhich, with notice or lapse of time or both, would constitute such a defaultan event) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective assets or properties in a proceeding to which any of them or assets, other property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B), (C) or (D), wouldwhich conflicts, individually breaches, violations or in the aggregate, defaults would have a Material Adverse Effect material adverse effect upon the condition (financial or would materially impair the ability other), business, prospects, properties, securityholders’ equity or results of any operations of the Enterprise Parties to perform their obligations under this AgreementPartnership Group, taken as a whole.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesNotes, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Debt Documents by the Enterprise Parties that are parties hereto or theretoMagellan Parties, or (iii) consummation of the transactions contemplated hereby by the Debt Documents, or (iv) application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and thereby the Prospectus (A) conflicts or will conflict with or constitutes or will constitute a breach or violation of any provision of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement or operating agreement, certificate or articles of incorporation or bylaws or any other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default under (or an event thatwhich, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, guarantee, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their assets or properties or to which any of them or any of their respective properties or assets, is subject or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, except in the case of clauses (B), (C) or (D)) for any such conflicts, wouldbreaches, individually violations or in the aggregate, defaults that would not have a Material Adverse Effect or and would materially impair not adversely affect the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreementunder, and consummate the transactions contemplated by, the Debt Documents.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoPartnership, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, assets or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Partnership to perform their its obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO the Operating LLC of the Securities, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance The issue and sale by the Partnership and EPO of the SecuritiesShares, (ii) the execution, delivery and performance of this AgreementAgreement and the RRA by the Company, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby by this Agreement and thereby the RRA, and the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Draft Preliminary Prospectus will not (A) conflicts or will conflict with or constitutes result in a breach or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entitiesterms or provisions of, (B) conflicts impose any lien, charge or will conflict with other encumbrance upon any property or constitutes assets of the Company or will any of the Subsidiaries, or constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of the Partnership Entities Subsidiaries is a party or by which any of them the Company or any of their respective properties the Subsidiaries is bound or to which any of the property or assets may be boundof the Company or any of the Subsidiaries is subject, (B) result in any violation of the provisions of the certificate of incorporation, constitution, memorandum and articles of association (or similar organizational documents) of the Company or any of the Subsidiaries, or (C) violates result in any violation of any statute or will violate any statutejudgment, law order, decree, rule or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over the Company or any of the Partnership Entities Subsidiaries or any of their respective properties or assets, or except, with respect to clauses (DA) results or will result in the creation or imposition of any lienand (C), charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, encumbrances or defaults or liensthat would not, in the case of clauses (B) or (D), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, Agreement by the Indenture Magellan Parties and the Securities Operative Documents by the Enterprise Parties Magellan Entities that are parties hereto or thereto, or (iii) the consummation of the any other transactions contemplated hereby and thereby by this Agreement or the Operative Documents (Aincluding the Transactions) or the fulfillment of the terms hereof or thereof, conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnershipwith, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any Lien upon any property or assets of the Magellan Entities pursuant to (i) the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, or other organizational documents of any of the Magellan Entities, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which any of the Partnership Magellan Entities is a party or by which any of them are bound or to which any of their respective properties is subject, or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any orderlaw, rule, regulation, judgment, order or decree or injunction applicable to any of the Magellan Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over any of the Partnership Magellan Entities or any of their respective properties or assets, or (D) results or will result except, in the creation or imposition case of any lienclauses (ii) and (iii), charge or encumbrance upon any property or assets of any of the Partnership Entities, which for such conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), wouldLiens as would not, individually or in the aggregate, have a Material Adverse Effect Effect, or would not materially impair the ability of any of the Enterprise Magellan Parties to perform their obligations under this AgreementAgreement or the ability of any of the Magellan Entities to perform their obligations any of the Operative Documents to which they may be a party.

No Conflicts or Violations. None of the (i) the offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, the issuance and sale by the Partnership of the EEP Units or the issuance by the Partnership of the Sponsor Units (including the related partnership interests), (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties and each of the Operative Documents by the Enterprise Subsidiaries that are parties hereto or theretothereto and by EPCO, DD LLC, DFI Inc., DFI Holdings LP and DFI Holdings GP, or (iii) the consummation by the Enterprise Subsidiaries and by EPCO, DD LLC, DFI Inc., DFI Holdings LP and DFI Holdings GP of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesEnterprise Subsidiaries or of EPCO, DD LLC, DFI Inc., XXX Xxxxxxxx XX xxx XXX Xxxxxxxx XX, (BX) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument known to such counsel to which any of the Partnership Enterprise Entities or EPCO, DD LLC, DFI Inc., DFI Holdings LP and DFI Holdings GP, is a party or by which any of them or any of their respective properties or assets may be bound, or (C) violates or will violate result, to the knowledge of such counsel, in any violation of any statute, law judgment, order, decree, injunction, rule or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Enterprise Entities or EPCO, DD LLC, DFI Inc., DFI Holdings LP and DFI Holdings GP, or any of their respective properties assets or assetsproperties, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership EntitiesEnterprise Entities or EPCO, DD LLC, DFI Inc., DFI Holdings LP and DFI Holdings GP, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the financial condition, business or would results of operations of the Enterprise Entities, taken as a whole, or could materially impair the ability of any of the Enterprise Parties Entities to perform their obligations under this AgreementAgreement or any of the Operative Documents.

No Conflicts or Violations. None of the (i) offering, issuance and or sale of the Notes by the Partnership and EPO of the SecuritiesPartnership, (ii) execution or delivery of this Agreement or the executionNotes by the Magellan Parties party thereto, delivery and (iii) performance of this Agreement, the Indenture and the Securities Debt Documents by the Enterprise Magellan Parties that are parties hereto or party thereto, or (iiiiv) consummation of the transactions contemplated hereby by the Debt Documents or the fulfillment of the terms hereof or thereof, or (v) application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Time of Sale Prospectus and thereby (A) the Prospectus conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnershipwith, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any Lien upon any property or assets of the Partnership Entities pursuant to (i) the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, or other organizational documents of any of the Partnership Entities, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which any of the Partnership Entities is a party or by which any of them are bound or to which any of their respective properties is subject, or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any orderlaw, rule, regulation, judgment, order or decree or injunction applicable to any of the Partnership Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result except, in the creation or imposition case of any lienclauses (ii) and (iii), charge or encumbrance upon any property or assets of any of the Partnership Entities, which for such conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), wouldLiens as would not, individually or in the aggregate, have a Material Adverse Effect Effect, would not affect the validity of the Notes, or would not materially impair the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreementthe Debt Documents.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits pursuant to this Agreement or the TEPPCO Units pursuant to the Unit Purchase Agreement, (ii) the execution, delivery and performance of this Agreement, Agreement or the Indenture and the Securities Unit Purchase Agreement by the Enterprise Parties that are parties hereto Partnership or theretothe General Partner on behalf of the Partnership, or (iii) consummation of the transactions contemplated hereby and thereby or by the Unit Purchase Agreement (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO Selling Shareholder of the SecuritiesShares, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Partnership Parties that are parties hereto or theretoparty hereto, or (iii) consummation of the transactions contemplated hereby and thereby Selling Shareholder Exchange: (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents Organizational Documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to any of the Partnership Entities or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Partnership Parties to perform their obligations under consummate the transactions contemplated by this Agreement, including the Selling Shareholder Exchange.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoDEP Parties, (iii) execution, delivery and performance of the Common Unit Purchase Agreement by the Partnership, or (iiiiv) consummation of the transactions contemplated hereby and thereby by the Transaction Documents (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise DEP Parties to perform their obligations under this Agreementconsummate the transactions contemplated by the Transaction Documents.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO Selling Unitholder of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoPartnership, or (iii) consummation of the transactions contemplated hereby and thereby Selling Unitholder Redemption: (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents Organizational Documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to any of the Partnership Entities or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Partnership Entities to perform their obligations under consummate the transactions contemplated by this Agreement, including the Selling Unitholder Redemption.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, the issuance and sale by the Partnership of the EEP Units or the issuance by the Partnership of the Sponsor Units (including the related partnership interests), (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties and the Operative Documents by the Enterprise Entities that are parties hereto party thereto and by EPCO, DD LLC, DFI Inc., DFI Holdings LP or theretoDFI Holdings GP, or (iii) consummation of the transactions contemplated hereby and thereby (including the Transactions) (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Enterprise Entities, or EPCO, DD LLC, DFI Inc., XXX Xxxxxxxx XX xx XXX Xxxxxxxx XX, (BX) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities Enterprise Entities, or EPCO, DD LLC, DFI Inc., DFI Holdings LP or DFI Holdings GP, is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities Enterprise Entities, or EPCO, DD LLC, DFI Inc., DFI Holdings LP or DFI Holdings GP, or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Enterprise Entities, or EPCO, DD LLC, DFI Inc., DFI Holdings LP or DFI Holdings GP, other than Liens in favor of lenders under the Credit Facility or the EPCO Holdings Credit Facility, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) the offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoPartnership, or (iii) the consummation of the transactions contemplated hereby and thereby by this Agreement (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate Organizational Documents of limited partnership or agreement of limited partnershipthe Partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, a change of control or a default under (or an event that, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over directed to the Partnership, any of the Partnership GP Entities or any of the Material Subsidiaries or any of their respective properties in a proceeding to which any of them or assets, their property is a party or (D) results or will result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Partnership, any of the Partnership EntitiesGP Entities or any of the Material Subsidiaries, which conflicts, breaches, violations, defaults or liensLiens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties Partnership to perform their obligations under consummate the transactions contemplated by this Agreement.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesNotes, (ii) execution and delivery of this Agreement and the executionNotes, delivery and (iii) performance of this Agreement, the Indenture and the Securities Debt Documents by the Enterprise Parties that are parties hereto or theretoMagellan Parties, or (iiiiv) consummation of the transactions contemplated hereby by the Debt Documents, or (v) application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and thereby the Prospectus (A) conflicts or will conflict with or constitutes or will constitute a breach or violation of any provision of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement or operating agreement, certificate or articles of incorporation or bylaws or any other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default under (or an event thatwhich, with notice or lapse of time or both, would constitute such a default) underan event), any indenture, mortgage, deed of trust, guarantee, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator court or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their assets or properties or to which any of them or any of their respective properties or assets, is subject or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, except in the case of clauses (B), (C) or (D)) for any such conflicts, wouldbreaches, individually violations or in the aggregate, defaults that would not have a Material Adverse Effect or and would materially impair not adversely affect the ability of any of the Enterprise Magellan Parties to perform their obligations under this Agreementunder, and consummate the transactions contemplated by, the Debt Documents.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO of the SecuritiesUnits, (ii) the execution, delivery and performance of this Agreement, Agreement by the Indenture Magellan Parties and the Securities Operative Documents by the Enterprise Parties Magellan Entities that are parties hereto or thereto, or (iii) the consummation of the any other transactions contemplated hereby and thereby by this Agreement or the Operative Documents (Aincluding the Transactions) or the fulfillment of the terms hereof or thereof, conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnershipwith, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute result in a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or imposition of any Lien upon any property or assets of the Magellan Entities pursuant to (i) the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, or other organizational documents of any of the Magellan Entities, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which any of the Partnership Magellan Entities is a party or by which any of them are bound or to which any of their respective properties is subject, or assets may be bound, (Ciii) violates or will violate any statute, law or regulation or any orderlaw, rule, regulation, judgment, order or decree or injunction applicable to any of the Magellan Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body other authority having jurisdiction over any of the Partnership Magellan Entities or any of their respective properties or assets, or (D) results or will result except, in the creation or imposition case of any lienclauses (ii) and (iii), charge or encumbrance upon any property or assets of any of the Partnership Entities, which for such conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), wouldLiens as would not, individually or in the aggregate, have a Material Adverse Effect Effect, would not affect the validity of the Units, or would not materially impair the ability of any of the Enterprise Magellan Parties to perform their obligations under this AgreementAgreement or the ability of any of the Magellan Entities to perform their obligations any of the Operative Documents to which they may be a party.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Partnership and EPO the Subsidiary Partnerships of the Securities, (ii) the execution, delivery and performance of this Agreement, the Base Indenture and the Securities Supplemental Indenture by the Enterprise TEPPCO Parties that are parties hereto or and thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance and sale by the Operating LLC and the Partnership and EPO of the Securities, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities by the Enterprise Parties that are parties hereto or thereto, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this AgreementEffect.

No Conflicts or Violations. None of the (i) offering, issuance offering and sale by the Partnership and EPO of the SecuritiesUnits pursuant to this Agreement, (ii) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement by the Enterprise Parties that are parties hereto or theretoParties, or (iii) consummation of the transactions contemplated hereby and thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties or assets may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, arbitrator or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties or assets, assets or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or liens, in the case of clauses (B) or (D), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Enterprise Parties to perform their obligations under this Agreement.