Common use of Rights-of-Way Clause in Contracts

Rights-of-Way. Each of the Partnership Entities has such easements, rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Rights-of-Way. Each of the Partnership Entities has such consents, easements, rights-of-way way, permits or other similar agreements licenses from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package most recent Preliminary Prospectus and the Prospectus, subject to the limitations described in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, if any, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus with respect thereto that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities has, other than as set forth in or at the Registration Statement, the Pricing Disclosure Package and the Prospectusapplicable Delivery Date will have, fulfilled and performed performed, in all material respects, its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to havethat, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Rights-of-Way. Each Except as described in or contemplated by the Disclosure Package and the Final Prospectus, each of the Partnership Entities has such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth that would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Disclosure Package and the Final Prospectus, each of the Partnership Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, has fulfilled and performed all its material obligations with respect to such rights-of-way way, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected is materially burdensome to havethe Partnership Entities, individually or in the aggregate, taken as a Material Adverse Effectwhole.

Rights-of-Way. Each of the Partnership Entities or their respective subsidiaries has such consents, easements, rights-of-way or other similar agreements licenses from each any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, except for (i) qualifications, reservations and encumbrances subject to such qualifications as may be set forth in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus and (ii) Prospectus, except for such rights-of-way that, if not the failure of which to have obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each material adverse effect upon the ability of the Partnership Entities hasEntities, other than taken as set forth a whole, to conduct their businesses in all material respects as currently conducted and as contemplated in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, ; each Partnership Entity has fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that which allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such failure to perform, revocations, terminations and impairments that would not reasonably be expected to havehave a material adverse effect upon the ability of the Partnership Entities, individually or taken as a whole, to conduct their businesses in the aggregate, a Material Adverse Effect; and, except all material respects as described currently conducted and as contemplated in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, none of subject in each case to such rights-of-way contains any restriction that would reasonably qualification as may be expected to have, individually or set forth in the aggregate, a Material Adverse EffectTime of Sale Information and the Prospectus.

Rights-of-Way. Each of the Partnership Entities has such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities has, other than as set forth forth, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to havewould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Rights-of-Way. Each of Chesapeake Exploration or its Affiliate (as defined in the Partnership Entities Conveyances) has such easements, rights-of-way or other similar agreements agreement from each person (collectively, “rights-of-way”) as are necessary to conduct its business operations with respect to the Underlying Properties in the manner described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, Chesapeake Exploration or its Affiliate has fulfilled and performed all its material obligations with respect to such rights-of-way way, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any Chesapeake Exploration or such Affiliate with respect to such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Rights-of-Way. Each of the Partnership Entities PNG Entities, directly or indirectly, has such consents, easements, rights-of-way or other similar agreements licenses from each any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances subject to such qualifications as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) except for such rights-of-way that, if not obtained, the failure of which to have obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each material adverse effect upon the ability of the Partnership PNG Entities has, other than considered as set forth a whole to conduct their businesses in the Registration Statement, all material respects as currently conducted and as contemplated by the Pricing Disclosure Package and the ProspectusProspectus to be conducted; each of the PNG Entities, directly or indirectly, has fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such failures to perform, revocations, terminations and impairments that would not reasonably be expected to havehave a material adverse effect upon the ability of the PNG Entities considered as a whole to conduct their businesses in all material respects as currently conducted and as contemplated by the Pricing Disclosure Package and the Prospectus to be conducted, individually or subject in the aggregate, a Material Adverse Effect; and, except each case to such qualification as described may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Rights-of-Way. Each Except as described in or contemplated by the Prospectus, each of the Partnership Issuer Entities has such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may that would not have, or reasonably be set forth expected to have, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities has, other than as set forth forth, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, each of the Issuer Entities has fulfilled and performed all its material obligations with respect to such rights-of-way way, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected is materially burdensome to havethe Issuer Entities, individually or in the aggregate, taken as a Material Adverse Effectwhole.

Rights-of-Way. Each of the Partnership Entities has has, or upon the closing of the Transactions will have, such easements, rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Rights-of-Way. Each of The Operating Partnership and the Partnership Entities has Operating Subsidiaries have such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its their business in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth that would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus reasonably be expected to have a Material Adverse Effect, and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Partnership Entities has, other than as set forth forth, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all its their material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected is materially burdensome to havethe Operating Partnership and the Operating Subsidiaries, individually or in the aggregate, taken as a Material Adverse Effectwhole.

Rights-of-Way. Each of the Partnership Entities has such consents, easements, rights-of-way way, permits or other similar agreements licenses from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus which would not reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Prospectus, each of the Partnership Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, has fulfilled and performed all its material obligations with respect to such rights-of-way way, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Rights-of-Way. Each At the Time of Sale, each of the Partnership Entities Parties has such consents, easements, rights-of-way way, permits or other similar agreements licenses from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Time of Sale Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Time of Sale Prospectus that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Time of Sale Prospectus, each of the Partnership Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, Parties has fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Time of Sale Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected is materially burdensome to havethe Partnership Parties, individually or in the aggregate, taken as a Material Adverse Effectwhole.

Rights-of-Way. Each of Except as described in the NEP Execution Date SEC Documents, (A) the Partnership Entities has have, such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rightsRights-of-wayWay”) or rights of use related thereto as are necessary to conduct its business of the Partnership in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the ProspectusNEP Execution Date SEC Documents, except for (i1) qualifications, reservations and encumbrances as may be set forth that would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus reasonably be expected to have a Material Adverse Effect and (ii2) such rightsRights-of-way Way that, if not obtained, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of Effect and (B) the Partnership Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, have fulfilled and performed all its their material obligations with respect to such rightsRights-of-way Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rightsRights-of-wayWay, except for such revocations, terminations and impairments that would not reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Rights-of-Way. Each of the Partnership Entities Parties has such easements, rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Offering Memorandum, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration Statement, the Pricing General Disclosure Package and the Prospectus Final Offering Memorandum and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities Parties has, other than as set forth forth, and subject to the limitations contained, in the Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Offering Memorandum, fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Offering Memorandum, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Rights-of-Way. Each of the Partnership YieldCo Entities has has, and as of each Date of Delivery will have, such consents, easements, rights-of-way or other similar agreements licenses from each any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances subject to such qualifications as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) Prospectus, except for such rights-of-way that, if not obtainedthe failure of which to obtain, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and each of the Partnership YieldCo Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will have fulfilled and performed all of its material obligations with respect to such rights-of-way and no event has shall have occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, way except for such revocations, terminations and impairments that would not reasonably be expected to (A) have, individually or in the aggregate, a material adverse effect on the earnings, business, properties, operations, condition (financial or otherwise) or prospects of the YieldCo Entities taken as a whole or (B) prevent the consummation of the transactions contemplated by this Agreement (the occurrence of any such effect or any such prevention described in the foregoing clauses (A) and (B) being referred to as a “Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect”).

Rights-of-Way. Each of the Partnership Entities Calumet Parties has such consents, easements, rights-of-way way, permits or other similar agreements licenses from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the ProspectusSEC Reports, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration StatementSEC Reports which would not reasonably be expected, individually or in the Pricing Disclosure Package and the Prospectus and aggregate, to have a Material Adverse Effect or (ii) such rights-of-way that, if not obtained, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Partnership Entities has, other than as set forth forth, and subject to the limitations contained, in the Registration StatementSEC Reports, each of the Pricing Disclosure Package and the Prospectus, Calumet Parties has fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Rights-of-Way. Each Except as described in or contemplated by the Prospectus, each of the Partnership Entities Company and its Subsidiaries has such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may that would not have, or reasonably be set forth expected to have, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities has, other than as set forth forth, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, each of the Company and its Subsidiaries has fulfilled and performed all its material obligations with respect to such rights-of-way way, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected is materially burdensome to havethe Company or its Subsidiaries, individually or in the aggregate, taken as a Material Adverse Effectwhole.

Rights-of-Way. Each of Except as described in the Registration Statement and the Prospectus, (A) the Partnership Entities has and each of its subsidiaries have such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) or rights of use related thereto as are necessary to conduct the business of the Partnership and its business subsidiaries in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, except for (i1) qualifications, reservations and encumbrances as may be set forth that would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus reasonably be expected to have a Material Adverse Effect and (ii2) such rights-of-way that, if not obtained, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (B) the Partnership and each of the Partnership Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, its subsidiaries have fulfilled and performed all its their material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.. DB1/ 122710338.6

Rights-of-Way. Each of the Partnership YieldCo Entities has has, and as of each Settlement Date will have, such consents, easements, rights-of-way or other similar agreements licenses from each any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances subject to such qualifications as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) Prospectus, except for such rights-of-way that, if not obtainedthe failure of which to obtain, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and each of the Partnership YieldCo Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will have fulfilled and performed all of its material obligations with respect to such rights-of-way and no event has shall have occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, way except for such revocations, terminations and impairments that would not reasonably be expected to (i) have, individually or in the aggregate, a material adverse effect on the earnings, business, properties, operations, condition (financial or otherwise) or prospects of the YieldCo Entities taken as a whole or (ii) prevent the consummation of the transactions contemplated by this Agreement (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to as a “Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect”).

Rights-of-Way. Each of the Partnership Company Entities has such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Company Entities has, other than as set forth forth, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to havewould, individually or in the aggregate, have a Material Adverse Effect.

Rights-of-Way. Each of the Partnership Entities has Parties has, or upon the closing of the Transaction will have, such easements, rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities Parties has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Rights-of-Way. Each of The Operating Partnership and the Partnership Entities has Operating Subsidiaries have such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its their business in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth that would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Partnership Entities has, other than as set forth forth, and subject to the limitations contained, in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Operating Partnership and the Operating Subsidiaries have fulfilled and performed all its of their material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected is materially burdensome to havethe Operating Partnership and the Operating Subsidiaries, individually or in the aggregate, taken as a Material Adverse Effectwhole.

Rights-of-Way. Each of the Partnership Entities has Partnership, the General Partner and the Subsidiaries has, or at each Delivery Date, after giving effect to the Transactions, will have, such consents, easements, rights-of-way way, permits or other similar agreements licenses from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth subject to the limitations described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and each of the Partnership Entities Partnership, the General Partner and the Subsidiaries has, other than as set forth in or at each Delivery Date, after giving effect to the Registration StatementTransactions, the Pricing Disclosure Package and the Prospectuswill have, fulfilled and performed performed, in all material respects, its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to havecould not, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Rights-of-Way. Each of the Partnership Entities has such consents, easements, rights-of-way way, permits or other similar agreements from each person licenses (collectively, “rightsRights-of-wayWay”) from each individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other form of entity (each, a “Person”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in subject to the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities has, other than as set forth limitations described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) such Rights-of-Way that, if not obtained, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and each of the Partnership Entities has fulfilled and performed performed, in all material respects, its material obligations with respect to such rightsRights-of-way Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rightsRights-of-wayWay, except for such revocations, terminations and impairments that would not reasonably be expected to havecould not, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Rights-of-Way. Each of (A) the Partnership Entities has have, and at the Closing Time and each Date of Delivery, will have, such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) or rights of use related thereto as are necessary to conduct its business of the Partnership in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, except for (i1) qualifications, reservations and encumbrances as may be set forth that would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus reasonably be expected to have a Material Adverse Effect and (ii2) such rights-of-way that, if not obtained, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of and (B) the Partnership Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, have fulfilled and performed all its their material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Rights-of-Way. Each of the Partnership Antero Entities directly or indirectly, has such consents, easements, rights-of-way way, permits or other similar agreements licenses from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package Statement and the most recent Preliminary Prospectus, subject to the limitations described in the Registration Statement and the most recent Preliminary Prospectus, if any, except for (i) qualifications, reservations and encumbrances as may be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus with respect thereto that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Antero Entities has, other than as set forth in or at the Registration Statement, the Pricing Disclosure Package and the Prospectusapplicable Delivery Date will have, fulfilled and performed performed, in all material respects, its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to havethat, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Rights-of-Way. Each of Except as described in the Registration Statement and the Prospectus, (A) the Partnership Entities has have, and at each Settlement Date will have, such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) or rights of use related thereto as are necessary to conduct its business of the Partnership in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, except for (i1) qualifications, reservations and encumbrances as may be set forth that would not, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus reasonably be expected to have a Material Adverse Effect and (ii2) such rights-of-way that, if not obtained, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of and (B) the Partnership Entities has, other than as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, have fulfilled and performed all its their material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Rights-of-Way. Each of the Partnership Entities has The Company and its subsidiaries have such easements, easements or rights-of-way or other similar agreements from each person (collectively, “rights-of-way”) as are necessary to conduct its their business in the manner described described, and subject to the limitations contained, in the Registration Statement, the Pricing General Disclosure Package and or the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth that, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus would not reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Partnership Entities has, other than as set forth forth, and subject to the limitations contained, in the Registration Statement, the Pricing General Disclosure Package and or the Prospectus, the Company and its subsidiaries have fulfilled and performed all its their material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing General Disclosure Package and or the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected is materially burdensome to havethe Company and its subsidiaries, individually or in the aggregate, taken as a Material Adverse Effectwhole.

Rights-of-Way. Each of the Partnership Entities has such consents, easements, rights-of-way way, permits or other similar agreements licenses from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth subject to the limitations described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectus, if any, except for (i) qualifications, reservations and encumbrances with respect thereto that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each of the Partnership Entities has, other than as set forth in or at the Registration Statement, the Pricing Disclosure Package and the Prospectusapplicable Delivery Date will have, fulfilled and performed performed, in all material respects, its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be expected to havethat, individually or in the aggregate, would not have a Material Adverse Effect; and, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of such rights-of-way contains any restriction that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.