Common use of Covenants of the Partnership Clause in Contracts

Covenants of the Partnership. The Partnership covenants with the Underwriters as follows: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. (b) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object. (e) Not to take any action that would result in the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (h) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States and its territories as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders and to you an earnings statement for the purpose of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and the Securities Act Regulations. (j) Through the Closing Date, the Partnership will not, without the prior written consent of the Managers, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities, (ii) enter into any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii), whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of debt securities, in cash or otherwise.

Covenants of the Partnership. The Partnership covenants with the Underwriters as follows: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority governmental authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. (b) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object. (e) Not to take any action that would result in the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (h) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States and its territories as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders and to you an earnings statement for the purpose of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and the Securities Act Regulationsrules and regulations of the Commission thereunder. (j) Through the Closing Date, the Partnership will not, without the prior written consent of the Managers, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities, (ii) enter into any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii), whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of debt securities, in cash or otherwise.

Covenants of the Partnership. The Partnership covenants and General Partner hereby covenant with the Underwriters Selling Group Manager as follows: (a) The PartnershipPartnership will not, subject at any time before or after the Registration Statement (including any supplement filed pursuant to Section 5(b), will comply with the requirements of Rule 430A 424 under the Securities Act or Rule 430B under ▇▇▇▇ ▇▇▇) is declared effective by the Securities ActCommission, as applicable, and, during file any amendment to such Registration Statement without so notifying the period mentioned in Section 5(gSelling Group Manager and without providing the Selling Group Manager a reasonable opportunity to review such amendment. (b) below, The Partnership will immediately upon receipt of any information concerning the events listed below notify the Underwriters promptly, Selling Group Manager and promptly confirm the notice in writing, : (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, or any other governmental entity having authority with respect to the transactions contemplated by this Agreement; (iiiii) of any request requests by the Commission or any other governmental entity having authority for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Registration Statement or for additional information and information; (iviii) of the issuance by the Commission or any other governmental entity having authority of any order or other action suspending the Offering or the use of the Registration Statement or the Prospectus; (iv) the issuance by the Commission or any state authority having jurisdiction of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening threat of initiation or threat of any proceedings for that purpose; or (v) the occurrence of any of such purposesevent mentioned in paragraph (g) below. The Partnership will make every reasonable effort to prevent the issuance by the Commission or any state authority having jurisdiction of any such order referred to in clause (iv) of the preceding sentence and, if any such order at any time is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. (b) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably requesttime. (c) Before amending or supplementing The Partnership will give the Registration StatementSelling Group Manager notice of its intention to file, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) belowand reasonable time to review prior to filing, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within Registration Statement or the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such RuleProspectus. (d) During The Partnership has delivered or will deliver to the period mentioned in Section 5(gSelling Group Manager and to its counsel two complete conformed copies (including all exhibits) belowof the Registration Statement, to furnish to you a copy of as originally filed and each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably objectamendment thereto. (e) Not The Partnership will furnish to take any action that would result in the Underwriters Selling Group Manager, without charge, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of such Prospectus (as amended or supplemented) as the Selling Group Manager may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder. The Partnership being required authorizes the Selling Group Manager to file use the Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in connection with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf sale of the Underwriters that Units by the Underwriters otherwise would not have been required to file thereunderSelling Group Manager. (f) If The Partnership will comply in all material respects with the Time 1933 Act Regulations, the 1934 Act and the rules and regulations of Sale Prospectus is being used the Commission promulgated under the 1934 Act (the “1934 Act Regulations”), and all other applicable laws (including state Blue Sky laws) to solicit offers be complied with prior to, at, and subsequent to buy each Closing. During the Securities at a time periods prior to each Closing and when the Prospectus is not yet available required to prospective purchasers be delivered, the Partnership will comply in all material respects, at its own expense, with all requirements imposed upon it by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, in each case as from time to time in force, in accordance with the provisions hereof and the Prospectus. (g) If, at any time during the period when the Prospectus is required to be delivered, any event shall occur relating to or condition exist affecting the Partnership occurs, as a result of which it is necessary or appropriate, in the reasonable good faith opinion of the Selling Group Manager’s counsel, to amend or supplement the Time Registration Statement or Prospectus in order to make the Registration Statement or Prospectus not misleading in light of Sale the circumstances existing at the time it is delivered to a purchaser, the Partnership will, at its expense, forthwith prepare, file with the Commission and furnish to the Selling Group Manager a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Registration Statement or Prospectus (in form and substance satisfactory to the Selling Group Manager and its counsel after a reasonable time for review) which will amend or supplement the Registration Statement or Prospectus so that the Time of Sale Prospectus as amended or supplemented it will not include any contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were madeexisting at the time the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement . For the Time purpose of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereofthis Agreement, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus Partnership will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will timely furnish to the Partnership) Selling Group Manager such information itself as the Selling Group Manager may from time to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon time reasonably request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (h) To endeavor If required, the Partnership will take all necessary actions, in cooperation with the Selling Group Manager, to qualify or register the Securities Units for offer offering and sale by the Partnership under the applicable securities or Blue Sky laws of such jurisdictions within each jurisdiction as the United States and its territories as you shall Selling Group Manager may reasonably request; provided designate, provided, however, that in no event shall the Partnership will not be obligated to qualify to do business in any jurisdiction where in which it is not now so qualified. In each jurisdiction where any of the Units have been qualified or take any action that would subject it to general service registered as above provided, the Partnership will make and file such statements and reports in each fiscal period as are or may be required by the laws of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjectsuch jurisdictions. (i) During the period which the Units are registered under the 1934 Act or for the three years from the final Closing, whichever period is greater, the Partnership will furnish to its unitholders as soon as practicable after the end of each fiscal year an annual report (including a consolidated statement of financial condition and consolidated statements of income or operations, changes in shareholders’ equity and cash flows of the Partnership and the General Partner as at the end of and for such year, certified by independent public accountants in accordance with Regulation S-X under the 1933 Act). (j) The Partnership will timely file such reports pursuant to use the Exchange net proceeds from the sale of the Units in the manner set forth in the Prospectus under the caption “Use of Proceeds.” (k) Other than as permitted by the 1933 Act, the 1933 Act as Regulations and the laws of any state in which the Units are necessary qualified for sale, the Partnership will not distribute any Prospectus, offering circular or other offering material in order to connection with the offer and sale of Units. (l) The Partnership will make generally available to its security holders and to you as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings earning statement for (in form complying with the purpose of, and to provide provisions of Rule 158 of the benefits contemplated by, regulations promulgated under the last paragraph ▇▇▇▇ ▇▇▇) covering a twelve-month period beginning not later than the first day of Section 11(athe Partnership’s fiscal quarter next following the effective date (as defined in such Rule 158) of the Securities Act and the Securities Act RegulationsRegistration Statement. (jm) Through The Partnership will file, if required, with the Closing DateCommission such reports on Form SR as may be required pursuant to Rule 463 under the 1933 Act. (n) The Partnership will register the Units under Section 12(g) of the 1934 Act prior to execution of the Public Offering Acknowledgment and will not deregister the Units for a period of at least three years thereafter, unless such registration is no longer required. (o) The Partnership will take such actions and furnish such information as are reasonably requested by the Selling Group Manager in order for the Selling Group Manager to ensure compliance with the “Interpretation With Respect to Free Riding and Withholding” of NASD-R. (p) Prior to each Closing, the Partnership will conduct its business in compliance in all material respects with all applicable federal and state laws, rules, regulations, decisions, directives and orders including, without limitation, all decisions, directives and orders of the NFA, the CFTC and NASD-R. (q) The Partnership will not, without the prior written consent of the Managersto each Closing, (i) offerincur any liability or obligation, pledgedirect or contingent, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities, (ii) enter into any swap or any material transactions, other agreement or any transaction that transfers to anotherthan in the ordinary course of business, except as contemplated by the Prospectus. (r) The representations and warranties made in whole or in part, any this Agreement will be true and correct as of the economic consequence date hereof and as of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii), whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of debt securities, in cash or otherwiseeach Closing.

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followsManager: (a) The PartnershipDuring any period in which a prospectus relating to the Units is required to be delivered under the Act (whether physically, subject deemed to Section 5(bbe delivered pursuant to Rule 153 of the Rules or through compliance with Rule 172 of the Rules or any similar rule), will comply with to advise the requirements Manager promptly of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Registration Statement or the Prospectus which is proposed to be filed (other than any amendment or supplement which does not relate to the sale of the Units and not including any report or document which is the subject of Section 4(d) hereof) and not to effect such amendment or supplement in a form to which the Manager reasonably objects; and to cause each amendment or supplement to the Base Prospectus or for additional information and (ivthe Prospectus relating to the sale of the Units to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the issuance Rules. (b) As soon as it is advised thereof, to advise the Manager of (i) the initiation or threatening by the Commission of any stop proceedings for the issuance of any order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of the Prospectus, (ii) receipt by it or any preliminary prospectusrepresentative or attorney of it of any other communication from the Commission relating to the Partnership, the Registration Statement or the Prospectus, or of the (iii) suspension of the qualification of the Securities Units for offering or sale in any jurisdiction, jurisdiction or of the initiation institution or threatening of any proceedings proceeding for any of such purposespurpose. The Partnership will make every reasonable effort to prevent the issuance of any an order referred to in clause (iv) suspending the effectiveness of the preceding sentence andRegistration Statement, or the use of the Prospectus, and if any such order is issued, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusthereof. (bc) To make available to the Manager, as soon as practicable after the date of this Agreement, and thereafter from time to time to furnish to youthe Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the date of this Agreement) as the Manager may request for the purposes contemplated by the Act; in case the Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 of the ProspectusRules or through compliance with Rule 172 of the Rules or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement as you may reasonably request. (cis required pursuant to Item 512(a) Before amending of Regulation S-K under the Act, the Partnership will prepare, at its expense, promptly upon request such amendment or supplementing amendments to the Registration Statement, the Time of Sale Prospectus or Statement and the Prospectus during the period mentioned in Section 5(g) below, as may be necessary to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file permit compliance with the Commission within requirements of Section 10(a)(3) of the applicable period specified in Rule 424(bAct or Item 512(a) of Regulation S-K under the Securities Act any prospectus required to be filed pursuant to such RuleAct, as the case may be. (d) During To file promptly all reports and documents and any preliminary or definitive proxy or information statement required to be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules or through compliance with Rule 172 of the Rules or any similar rule) in connection with any sale of the Units; and during any such period mentioned that a prospectus is required to be delivered in Section 5(g) belowconnection with any sale of the Units, to furnish the extent practicable, to you provide the Manager, for its review, with a copy of each proposed free writing prospectus such reports and statements and other documents to be prepared by or on behalf of, used by, or referred to filed by the Partnership and not pursuant to use Section 13, 14 or refer 15(d) of the Exchange Act a reasonable amount of time prior to any proposed free writing prospectus filing; and to which you reasonably objectpromptly notify the Manager of such filing. (e) Not to take If at any action that would result in time when Units remain unsold by the Underwriters or Manager the Partnership being required to file with receives from the Commission pursuant a notice or otherwise ceases to Rule 433(d) be eligible to use Form S-3, the Company will promptly notify the Manager, and the Partnership will not give the Manager instructions to sell Units under this Agreement until such time as the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required Partnership is again eligible to file thereunderuse Form S-3 for such purpose. (f) If immediately prior to the Time third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial effective date of the Registration Statement, any of the Units remain unsold by the Manager, the Partnership will, prior to the Renewal Deadline file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form satisfactory to the Prospectus Manager and will use its reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable efforts to take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include such new shelf registration statement. (g) During any period in which a prospectus is not yet available required to prospective purchasers and be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules or through compliance with Rule 172 of the Rules or any similar rule) in connection with any sale of Units, if any event shall occur or condition exist occurs as a result of which it is necessary to amend the Prospectus as then amended or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not supplemented would include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, if for any reason it shall be necessary during such same period to amend the Registration Statement or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable lawthe Act or file any document which will be deemed an Incorporated Document in order to comply with the Exchange Act and the rules and regulations thereunder, to promptly notify the Manager of the happening of any such event and forthwith to prepare, submit to the Manager, file with the Commission and furnishdeliver, at its own expense, without charge to the Underwriters and to any dealer upon request, Manager either (i) amendments or supplements to the Time of Sale Registration Statement or Prospectus so that the statements in the Time of Sale Prospectus Registration Statement or Prospectus, as so amended or supplemented supplemented, will not, not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus(ii) such amendments, as amended supplements or supplemented, documents which will comply with applicable law. (g) If, during effect such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with lawcompliance. (h) To endeavor cooperate with the Manager in qualifying and to qualify use its reasonable efforts to cooperate in maintaining in effect such qualification of the Securities Units for offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions within as the United States and its territories as you shall Manager may reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or qualified, to take any action that which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the ProspectusUnits, in any jurisdiction where it is not now so subject, to qualify in any jurisdiction as a broker-dealer or to subject itself to any taxing authority where it is not now so subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its the Partnership’s security holders and to you the Manager an earnings statement for which satisfies the purpose of, and to provide the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and covering a period of twelve months beginning after the Securities Act Regulationseffective date of the Registration Statement (as defined in Rule 158(c) of the Rules) as soon as is reasonably practicable after the termination of such twelve month period but not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules). (j) Through Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Units or securities convertible into or exchangeable or exercisable for the Closing DateCommon Units or warrants or other rights to purchase the Common Units or any other securities of the Partnership that are substantially similar to the Common Units or permit the registration under the Act of any Common Units at any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with the Manager any instructions to sell the Units but such instructions have not been fulfilled or cancelled, in each case without giving the Manager at least three business days’ prior written notice, which, if given in the case of a sale, shall specify the nature of the proposed sale and the expected date of such proposed sale. Notwithstanding the foregoing, the Partnership will not, without the prior written consent of the Managers, may (i) offerregister, pledge, sell, contract offer and sell the Units through the Manager pursuant to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities, this Agreement; (ii) enter into any swap or any other agreement or any transaction that transfers make sales of i-units, which are a separate class of limited partner interests in the Partnership and are issued only to anotherthe Company, in whole or in part, any of the economic consequence of ownership of the Securities, or (iii) consummate transactions for the acquisition of assets, businesses or the capital stock or other ownership interests of businesses in exchange for Common Units, Class B Units or shares of the Company or any securities substantially similar to, convertible into or exchangeable or exercisable for Common Units, Class B Units or shares of the Company, (iv) file a registration statement on Form S-8 relating to Common Units that may be issued pursuant to equity plans described in the Partnership’s reports filed with the Commission; (v) issue securities under the Partnership’s equity compensation plans described in the Partnership’s reports filed with the Commission under the Exchange Act; (vi) issue securities upon the exercise of options; and (vii) file a “universal” shelf registration statement with respect to the Partnership’s debt or Common Units solely for the purpose of increasing the capacity under the Partnership’s then existing “universal” shelf registration statement, prospectus or prospectus supplement under . In the Securities Act relating event that notice of a proposed sale is provided by the Partnership pursuant to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (ithis Section 4(j), the Manager may (iiand shall if requested by the Partnership) suspend activity under this program for such period of time as may be requested by the Partnership or (iii), whether any such transaction described in clauses (i) or (ii) above is to as may be settled deemed appropriate by delivery of debt securities, in cash or otherwisethe Manager.

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followsManager: (a) The PartnershipDuring any period in which a prospectus relating to the Units is required to be delivered under the Act (whether physically, subject deemed to Section 5(bbe delivered pursuant to Rule 153 of the Rules or through compliance with Rule 172 of the Rules or any similar rule), will comply with to advise the requirements Manager promptly of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Registration Statement or the Prospectus which is proposed to be filed (other than any amendment or supplement which does not relate to the sale of the Units and not including any report or document which is the subject of Section 4(d) hereof) and not to effect such amendment or supplement in a form to which the Manager reasonably objects; and to cause each amendment or supplement to the Base Prospectus or for additional information and (ivthe Prospectus relating to the sale of the Units to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the issuance Rules. (b) As soon as it is advised thereof, to advise the Manager of (i) the initiation or threatening by the Commission of any stop proceedings for the issuance of any order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of the Prospectus, (ii) receipt by it or any preliminary prospectusrepresentative or attorney of it of any other communication from the Commission relating to the Partnership, the Registration Statement or the Prospectus, or of the (iii) suspension of the qualification of the Securities Units for offering or sale in any jurisdiction, jurisdiction or of the initiation institution or threatening of any proceedings proceeding for any of such purposespurpose. The Partnership will make every reasonable effort to prevent the issuance of any an order referred to in clause (iv) suspending the effectiveness of the preceding sentence andRegistration Statement, or the use of the Prospectus, and if any such order is issued, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusthereof. (bc) To make available to the Manager, as soon as practicable after the date of this Agreement, and thereafter from time to time to furnish to youthe Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the date of this Agreement) as the Manager may request for the purposes contemplated by the Act; in case the Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 of the ProspectusRules or through compliance with Rule 172 of the Rules or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement as you may reasonably request. (cis required pursuant to Item 512(a) Before amending of Regulation S-K under the Act, the Partnership will prepare, at its expense, promptly upon request such amendment or supplementing amendments to the Registration Statement, the Time of Sale Prospectus or Statement and the Prospectus during the period mentioned in Section 5(g) below, as may be necessary to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file permit compliance with the Commission within requirements of Section 10(a)(3) of the applicable period specified in Rule 424(bAct or Item 512(a) of Regulation S-K under the Securities Act any prospectus required to be filed pursuant to such RuleAct, as the case may be. (d) During To file promptly all reports and documents and any preliminary or definitive proxy or information statement required to be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules or through compliance with Rule 172 of the Rules or any similar rule) in connection with any sale of the Units; and during any such period mentioned that a prospectus is required to be delivered in Section 5(g) belowconnection with any sale of the Units, to furnish the extent practicable, to you provide the Manager, for its review, with a copy of each proposed free writing prospectus such reports and statements and other documents to be prepared by or on behalf of, used by, or referred to filed by the Partnership and not pursuant to use Section 13, 14 or refer 15(d) of the Exchange Act a reasonable amount of time prior to any proposed free writing prospectus filing; and to which you reasonably objectpromptly notify the Manager of such filing. (e) Not to take If at any action that would result in time when Units remain unsold by the Underwriters or Manager the Partnership being required to file with receives from the Commission pursuant a notice or otherwise ceases to Rule 433(d) be eligible to use Form S-3, the Company will promptly notify the Manager, and the Partnership will not give the Manager instructions to sell Units under this Agreement until such time as the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required Partnership is again eligible to file thereunderuse Form S-3 for such purpose. (f) If immediately prior to the Time third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial effective date of the Registration Statement, any of the Units remain unsold by the Manager, the Partnership will, prior to the Renewal Deadline file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form satisfactory to the Prospectus Manager and will use its reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable efforts to take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include such new shelf registration statement. (g) During any period in which a prospectus is not yet available required to prospective purchasers and be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules or through compliance with Rule 172 of the Rules or any similar rule) in connection with any sale of Units, if any event shall occur or condition exist occurs as a result of which it is necessary to amend the Prospectus as then amended or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not supplemented would include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, if for any reason it shall be necessary during such same period to amend the Registration Statement or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable lawthe Act or file any document which will be deemed an Incorporated Document in order to comply with the Exchange Act and the rules and regulations thereunder, to promptly notify the Manager of the happening of any such event and forthwith to prepare, submit to the Manager, file with the Commission and furnishdeliver, at its own expense, without charge to the Underwriters and to any dealer upon request, Manager either (i) amendments or supplements to the Time of Sale Registration Statement or Prospectus so that the statements in the Time of Sale Prospectus Registration Statement or Prospectus, as so amended or supplemented supplemented, will not, not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus(ii) such amendments, as amended supplements or supplemented, documents which will comply with applicable law. (g) If, during effect such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with lawcompliance. (h) To endeavor cooperate with the Manager in qualifying and to qualify use its reasonable efforts to cooperate in maintaining in effect such qualification of the Securities Units for offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions within as the United States and its territories as you shall Manager may reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or qualified, to take any action that which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the ProspectusUnits, in any jurisdiction where it is not now so subject, to qualify in any jurisdiction as a broker-dealer or to subject itself to any taxing authority where it is not now so subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its the Partnership’s security holders and to you the Manager an earnings statement for which satisfies the purpose of, and to provide the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and covering a period of twelve months beginning after the Securities Act Regulationseffective date of the Registration Statement (as defined in Rule 158(c) of the Rules) as soon as is reasonably practicable after the termination of such twelve month period but not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules). (j) Through Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Units or securities convertible into or exchangeable or exercisable for the Closing DateCommon Units or warrants or other rights to purchase the Common Units or any other securities of the Partnership that are substantially similar to the Common Units or permit the registration under the Act of any Common Units at any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with the Manager any instructions to sell the Units but such instructions have not been fulfilled or cancelled, in each case without giving the Manager at least three business days’ prior written notice, which, if given in the case of a sale, shall specify the nature of the proposed sale and the expected date of such proposed sale. Notwithstanding the foregoing, the Partnership may (i) register, offer and sell the Units through the Manager pursuant to this Agreement; (ii) make sales of i-units, which are a separate class of limited partner interests in the Partnership and are issued only to the Company, (iii) consummate transactions for the acquisition of assets, businesses or the capital stock or other ownership interests of businesses in exchange for Common Units, Class B Units or shares of the Company or any securities substantially similar to, convertible into or exchangeable or exercisable for Common Units, Class B Units or shares of the Company, (iv) file a registration statement on Form S-8 relating to Common Units that may be issued pursuant to equity plans described in the Partnership’s reports filed with the Commission; (v) issue securities under the Partnership’s equity compensation plans described in the Partnership’s reports filed with the Commission under the Exchange Act; (vi) issue securities upon the exercise of options; and (vii) file a “universal” shelf registration statement with respect to the Partnership’s debt or Common Units solely for the purpose of increasing the capacity under the Partnership’s then existing “universal” shelf registration statement. In the event that notice of a proposed sale is provided by the Partnership pursuant to this Section 4(j), the Manager may (and shall if requested by the Partnership) suspend activity under this program for such period of time as may be requested by the Partnership or as may be deemed appropriate by the Manager. (k) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (l) The Partnership will not, without and will cause its subsidiaries not to, take any action that is designed to or that constitutes or that might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the offer or sale of the Units. (m) To use all reasonable efforts to effect the listing of the Units on the NYSE, subject to notice of issuance. (n) Upon commencement of the offering of the Units under this Agreement, and each time that (i) offer, pledge, sell, contract the Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to sell, sell subclause (ii) below and other than any option or contract prospectus supplement filed pursuant to purchase, purchase any option or contract Rule 424(b) of the Rules relating solely to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose the offering of any debt securitiessecurities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8-K, in whole or in part, any of unless the economic consequence of ownership of the SecuritiesManager shall otherwise reasonably request), or (iii) file with otherwise as the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating Manager may reasonably request (each such date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii), and (iii) above, a “Representation Date”), to furnish or cause to be furnished to the Manager forthwith a certificate dated and delivered the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or promptly following request by the Manager, as the case may be, in form satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 6(e) of this Agreement which were last furnished to the Manager are true and correct at the time of such amendment, supplement, filing, or delivery, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (o) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Partnership (“Company Counsel”), or other counsel satisfactory to the Manager, dated and delivered as of such Representation Date, substantially to the effect as set forth in Exhibit A hereto, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. (p) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or cause to be furnished to the Manager forthwith a customary certificate of the Secretary of the Company on behalf of the Partnership, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager. (q) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Manager, or other counsel satisfactory to the Manager, shall deliver a written opinion, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager. (r) Upon commencement of the offering of the Units under this Agreement, and each time that (i) the Registration Statement or the Prospectus is amended or supplemented (other than pursuant to subclause (ii) or (iii)) below and other than any prospectus supplement filed pursuant to Rule 424(b) of the Rules relating solely to an offering of securities other than the Units) to include additional or amended financial information, whether (ii) the Partnership shall file an annual report on Form 10-K or a quarterly report on Form 10-Q or (iii) upon request by the Manager to the Partnership, there is filed with the Commission any document (other than an annual report on Form 10-K or a quarterly report on Form 10-Q) incorporated by reference into the Prospectus which contains financial information, to cause the Partnership’s accountants, or other independent accountants satisfactory to the Manager, forthwith to furnish the Manager a letter, dated the date of the commencement of the offering, the date of effectiveness of such transaction described amendment, the date of filing of such supplement or other document with the Commission, or promptly upon request by the Manager, as the case may be, in clauses form and substance reasonably satisfactory to the Manager and consistent with Statement of Auditing Standards, or SAS, No. 72, but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. (s) Upon commencement of the offering of the Units under this Agreement, and each time that (i) the Registration Statement or the Prospectus is amended or supplemented (other than pursuant to subclause (ii) above below and other than any prospectus supplement filed pursuant to Rule 424(b) of the Rules relating solely to the offering of securities other than the Units), (ii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K, unless the Manager shall otherwise reasonably request), or (iii) otherwise as the Manager shall reasonably request, to be settled by delivery conduct a due diligence session, which shall include representatives of debt securities, in cash or otherwise.the management an

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followsManager: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will To notify the Underwriters promptly, and confirm Manager promptly of the notice in writing, (i) time on or after the date of this Agreement when the Registration Statement or any post-effective amendment to the Registration Statement shall has been filed or become effectiveeffective or when the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any supplement to any of the foregoing has been filed; to prepare and file with the Commission, promptly upon the Manager’s request, any amendments or supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any amended Permitted Free Writing Prospectus shall have been filedthat, (iiin the Manager’s reasonable opinion, may be necessary or advisable in connection with the offering of the Units by the Manager; and to cause the Basic Prospectus, the Prospectus Supplement and the Prospectus and each amendment or supplement to the Basic Prospectus, the Prospectus Supplement or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the receipt Act (without reliance on Rule 424(b)(8)) or, in the case of any comments from Incorporated Document, to be filed with the CommissionCommission as required pursuant to the Exchange Act, within the time period prescribed; to cause each Permitted Free Writing Prospectus to be filed with the Commission as required by Rule 433 of the Act (iiito the extent such filing is required by such rule) and to retain copies of each Permitted Free Writing Prospectus that is not required to be filed with the Commission in accordance with Rule 433 of the Act. (b) To promptly advise the Manager, confirming such advice in writing, of any suspension of the Manager’s obligations under Rule 15c2-8 under the Exchange Act or any request by the Commission for any amendment amendments or supplements to the Registration Statement Statement, the Basic Prospectus, the Prospectus or any amendment or supplement to the Permitted Free Writing Prospectus (in each case including, without limitation, any Incorporated Document) or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting thereof at or removal of such order as soon as possible; to promptly advise the earliest possible moment. The Partnership will promptly effect Manager of any proposal to amend or supplement the filings necessary Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus (other than any amendment or supplement to be effected by the Partnership’s filing of a report, document or proxy or information statement pursuant to Rule 424(bSections 13, 14 or 15(d) under of the Securities Act Exchange Act, which shall be subject to the provisions of clause (2) of Section 4(d) below), and will take to provide the Manager and its counsel copies of any such steps as it deems necessary documents for review and comment a reasonable amount of time prior to ascertain promptly whether any proposed filing and not to file or use any such amendment or supplement (other than any prospectus supplement relating to the form offering of prospectus transmitted for filing under Rule 424(bother securities (including, without limitation, the Common Units)) under to which the Securities Act was received for filing by the Commission and, Manager shall have objected in the event that it was not, it will promptly file such prospectuswriting. (bc) To make available to the Manager, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to youthe Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus and each Permitted Free Writing Prospectus (or of Sale Prospectusthe Prospectus or any Permitted Free Writing Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Manager may request for the purposes contemplated by the Act; in case the Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the ProspectusAct or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Act, the Partnership will prepare, at its expense, such amendment or amendments to the Registration Statement and the Prospectus as you may reasonably requestbe necessary to permit compliance with the requirements of Section 10(a)(3) of the Act or Item 512(a) of Regulation S-K under the Act, as the case may be. (c1) Before amending or supplementing the Registration Statement, the Time Subject to clause (2) of Sale Prospectus or the Prospectus during the period mentioned in this Section 5(g) below4(d), to furnish to you a copy of each such proposed amendment file promptly all reports and documents and any preliminary or supplement and not to file any such proposed amendment definitive proxy or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus information statement required to be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to such Rule. Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units; and (d2) During to provide the period mentioned in Section 5(g) belowManager, to furnish to you for its review, with a copy of each proposed free writing prospectus any reports and statements and other documents to be prepared by or on behalf of, used by, or referred to filed by the Partnership and not pursuant to use Section 13, 14 or refer 15(d) of the Exchange Act a reasonable amount of time prior to any proposed free writing prospectus filing, and to which you reasonably objectpromptly notify the Manager of such filing. (e) Not to take any action that would result in the Underwriters or If the Partnership being required to file with receives from the Commission a notice pursuant to Rule 433(d401(g)(1) under the Securities Act or otherwise ceases to be eligible to use a free writing prospectus prepared by Form S-3 registration statement, the Partnership will (i) promptly notify the Manager; (ii) promptly file a new registration statement or post-effective amendment on behalf the proper form relating to the Units, in a form satisfactory to the Manager; (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule 462 under the Act); and (iv) promptly notify the Manager of such effectiveness. The Partnership will take all other action necessary or appropriate to permit the public offering and sale of the Underwriters Units to continue as contemplated in the Registration Statement that was the Underwriters subject of the notice under Rule 401(g)(2) under the Act or for which the Partnership has otherwise would not have been required become ineligible. References herein to file thereunderthe Registration Statement relating to the Units shall include such new registration statement or post-effective amendment, as the case may be. (f) If immediately prior to the Time third anniversary (the “Renewal Deadline”) of Sale the initial effective date of the Registration Statement, any of the Units remain unsold by the Manager, the Partnership will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new shelf registration statement relating to the Units, in a form reasonably satisfactory to the Manager, and use its commercially reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. (g) To promptly notify the Manager of the happening of any event that could require the making of any change in the Prospectus is then being used to solicit offers to buy the Securities at a time when so that the Prospectus is would not yet available include an untrue statement of material fact or omit to prospective purchasers state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and, subject to Section 4(b) and Section 4(d), to prepare and furnish, at the Partnership’s expense, to the Manager promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; and to promptly notify the Manager of the happening of any event shall occur or condition exist as a result that could require the making of which it is necessary to amend or supplement the Time of Sale any change in any Permitted Free Writing Prospectus so that such Permitted Free Writing Prospectus would not conflict with information contained in the Time of Sale Registration Statement, the Prospectus will or the Incorporated Documents or so that such Permitted Free Writing Prospectus would not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and, subject to Section 4(b) and Section 4(d), to prepare and furnish, at the Partnership’s expense, to the Manager promptly such amendments or so that the Prospectus, supplements to such Permitted Free Writing Prospectus as amended may be necessary to eliminate any such conflict or supplemented, will comply with lawreflect any such change. (h) To endeavor furnish such information as may be required and otherwise to qualify cooperate in qualifying the Securities Units for offer offering and sale under the securities or Blue Sky blue sky laws of such states or other jurisdictions within as the United States Manager may designate and its territories to maintain such qualifications in effect so long as you shall reasonably requestrequired for the distribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign corporation or to do business consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Manager of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction where it is not now so qualified or take the initiation or threatening of any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjectproceeding for such purpose. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its security holders holders, and to you deliver to the Manager, an earnings statement for of the purpose of, and to provide Partnership (which will satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and Act) covering a period of twelve months beginning after the Securities Act Regulationseffective date of the Registration Statement (as defined in Rule 158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in Rule 158(c) under the Act). (j) Through To apply the Closing Datenet proceeds from the sale of the Units in the manner set forth under the caption “Use of proceeds” in the Prospectus Supplement. (k) Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, or permit the registration under the Act of, any Common Units or any other securities of the Partnership that are substantially similar to the Common Units (“Similar Securities”) or any securities convertible into or exchangeable or exercisable for Common Units or Similar Securities (including without limitation, any options, warrants or other rights to purchase Common Units or Similar Securities), in each case, at any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with any Manager any instructions to sell the Units but such instructions have not been fulfilled or cancelled. Notwithstanding the foregoing, the Partnership may (i) register the offer and sale of the Units through the Manager pursuant to this Agreement or through the Alternative Manager pursuant to the Alternative Agreement; (ii) file a registration statement on Form S-8 relating to Common Units that may be issued pursuant to equity compensation plans existing as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the Exchange Act; (iii) issue securities under the Partnership’s equity compensation plans existing as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the Exchange Act; and (iv) issue Common Units upon the exercise of securities (including long term incentive plan awards, options and warrants) outstanding as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the Exchange Act or issued after the date of this Agreement under equity compensation plans described in clause (iii) of this sentence. In the event that notice of a proposed sale is provided by the Partnership pursuant to this Section 4(k), the Manager may suspend activity under this Agreement for such period of time as may be requested by the Partnership or as may be deemed appropriate by the Manager. (l) Not to, at any time at or after the execution of this Agreement, offer or sell any Units by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Units, in each case other than the Prospectus or a Permitted Free Writing Prospectus. (m) The Partnership will not, without and will cause its Subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the sale or resale of the Units. (n) To use its best efforts to cause the Common Units to be listed on the NASDAQ and to maintain such listing. (o) To advise the Manager immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Manager pursuant to Section 6 herein. (p) Upon commencement of the offering of the Units under this Agreement, and each time that (i) offer, pledge, sell, contract to sell, sell any option the Registration Statement or contract to purchase, purchase any option the Prospectus shall be amended or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose supplemented (other than by the filing with the Commission of any debt securitiesdocument incorporated by reference therein, which shall be subject to the provisions of subclause (ii) enter below, and other than a prospectus supplement filed pursuant to Rule 424(b) under the Act relating solely to the offering of securities other than the Units); (ii) there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8-K, in whole or in part, any of unless the economic consequence of ownership of the Securities, Manager shall otherwise reasonably request); or (iii) file with the Commission a registration statement, prospectus or prospectus supplement Manager may reasonably request (the date of commencement of the offering of the Units under the Securities Act relating this Agreement and each date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii) or and (iii) above, each a “Representation Date”), whether any such transaction described in clauses (i) to furnish or (ii) above is cause to be settled by furnished to the Manager forthwith a certificate of two of the Partnership’s executive officers, dated and delivered the Representation Date, in form satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 6(h) of this Agreement which was last furnished to the Manager are true and correct as of such Representation Date as though made at and as of such date (except that such certificate shall state that such statements shall be deemed modified to incorporate the disclosures contained in the Registration Statement and the Prospectus and to all Permitted Free Writing Prospectuses, in each case as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(h), modified as necessary to relate to the Registration Statement and the Prospectus and to all Permitted Free Writing Prospectuses, in each case as amended and supplemented to the time of delivery of debt securitiessuch certificate. (q) At each Representation Date, to furnish or cause to be furnished forthwith to the Manager a written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Partnership (“Partnership Counsel”), or other counsel satisfactory to the Manager, dated and delivered as of such Representation Date, in cash form and substance satisfactory to the Manager, of the same tenor as the opinion referred to in Section 6(c) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus and to all Permitted Free Writing Prospectuses, in each case as amended and supplemented to the time of delivery of such opinion. (r) At each Representation Date, to furnish or otherwise.cause to be furnished forthwith to the Manager a written opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, General Counsel to G&P LLC (“General Counsel”), or other counsel satisfactory to the Manager, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager, of the same tenor as the opinion referred to

Covenants of the Partnership. The Partnership covenants agrees with each of the Underwriters as followsManagers: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any To cause each amendment or supplement to the Basic Prospectus or for additional information and (ivthe Prospectus relating to the sale of the Units to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the issuance Rules and Regulations. (b) To promptly advise the Managers of the (i) initiation, notice of examination, institution of proceedings for, or threatening by the Commission of any stop proceedings for the issuance of any order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of the Prospectus; (ii) request by the Commission for any preliminary prospectusamendment of the Registration Statement, or for any supplement to the Prospectus, or for any additional information with respect thereto; (iii) proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus (other than (A) any documents incorporated by reference or deemed incorporated therein by reference or (B) any amendment or supplement that relates to the offering of other securities (including, without limitation, Common Units)), and to provide the Managers and counsel for the Managers copies of any such documents for review and comment in a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Managers shall have reasonably objected in writing; or (iv) suspension of the qualification of the Securities Units for offering or sale in any jurisdiction, jurisdiction or of the initiation institution or threatening of any proceedings proceeding for any of such purposespurpose. The Partnership will make every reasonable effort to prevent the issuance of any an order referred to in clause (iv) suspending the effectiveness of the preceding sentence andRegistration Statement, or the use of the Prospectus, and if any such order is issued, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusthereof. (bc) To make available to the Managers, as soon as practicable after the date of this Agreement, and thereafter from time to time to furnish to youthe Managers, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus or of Sale Prospectusthe Prospectus as amended or supplemented (if the Partnership shall have made any amendments or supplements thereto after the date of this Agreement) as the Managers may request for the purposes contemplated by the Securities Act; and in case any Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 of the ProspectusRules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement as you may reasonably request. (cis required pursuant to Item 512(a) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) Regulation S-K under the Securities Act, the Partnership will prepare, at its expense, promptly upon request of any such Manager, such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act any prospectus required to be filed pursuant to such Ruleor Item 512(a) of Regulation S-K under the Securities Act, as the case may be. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus To file timely all reports and documents and any preliminary or definitive proxy or information statement required to be prepared by or on behalf of, used by, or referred to filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule) in connection with any sale of the Units; and during any such period that a prospectus is required to be delivered in connection with any sale of the Units (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule), to promptly notify (to the extent not otherwise publicly available on the Commission’s website) the Managers of the filing of such reports and statements and other documents required to use be filed by the Partnership pursuant to Sections 13, 14 or refer to any proposed free writing prospectus to which you reasonably object15(d) of the Exchange Act. (e) Not to take If, at any action that would result in time when Units remain unsold by the Underwriters or Managers, the Partnership being required to file with receives from the Commission pursuant a notice or otherwise ceases to Rule 433(d) under be eligible to use Form S-3, the Securities Act a free writing prospectus prepared by or on behalf Partnership will promptly notify the Managers, and if offers and sales of the Underwriters that the Underwriters otherwise Units would not have been required be permitted by the Commission and applicable Laws at such time as a result thereof, the Partnership will not give any Manager instructions to file thereundersell Units under this Agreement until such time as the Partnership is again eligible to use Form S-3 for such purpose. (f) If immediately prior to the Time third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial effective date of the Registration Statement, any of the Units remain unsold by the Managers, then the Partnership will, prior to the Renewal Deadline, file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form reasonably satisfactory to the Prospectus Managers and will use its reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable efforts to take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include such new shelf registration statement. (g) During any period in which a prospectus is not yet available required to prospective purchasers be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule) in connection with any sale of Units, if any event shall occur or condition exist occurs as a result of which it is necessary to amend the Prospectus as then amended or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not supplemented would include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or and, if for any reason it is shall be necessary during such same period to amend the Registration Statement or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable lawthe Securities Act or file any document which will be deemed an Incorporated Document in order to comply with the Exchange Act and the rules and regulations thereunder, to promptly notify the Managers to suspend solicitation of purchases of the Units and forthwith upon receipt of such notice, each Manager shall suspend its solicitation of purchases of the Units and shall cease using the Prospectus; and if the Partnership shall decide to prepareamend or supplement the Registration Statement or the Prospectus, it will promptly advise the Managers and will promptly prepare and file with the Commission an amendment or supplement to the Registration Statement or the Prospectus which will correct such statement or omission or effect such compliance, will advise the Managers when the Managers are free to resume such solicitation and furnishwill prepare and furnish to the Managers as many copies as the Managers may reasonably request of such amendment or supplement; and in case the Managers are required to deliver under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule), a prospectus relating to the Units after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Rule 512(a) of Regulation S-K under the Securities Act, upon the request of the Managers, at its own expense, to the Underwriters prepare and deliver to the dealers (whose names and addresses you will furnish to Managers as many copies as the Partnership) to which Securities Managers may have been sold by you on behalf request of the Underwriters and to any other dealers upon request, either amendments an amended Registration Statement or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement prospectus complying with Item 512(a) of a material fact Regulation S-K or omit to state a material fact necessary in order to make the statements therein, in light Section 10(a)(3) of the circumstances under which they were made, not misleading or so that Securities Act as the Prospectus, as amended or supplemented, will comply with lawcase may be. (h) To endeavor cooperate with the Managers in qualifying, and to qualify use its reasonable efforts to cooperate in maintaining in effect such qualification of, the Securities Units for offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions within as the United States and its territories as you shall Managers may reasonably request; provided provided, however, that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or qualified, to take any action that which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the ProspectusUnits, in any jurisdiction where it is not now so subject, to qualify in any jurisdiction as a broker-dealer or to subject itself to any taxing authority where it is not now so subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its the Partnership’s security holders and to you the Managers an earnings statement for which satisfies the purpose of, and to provide the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules and Regulations) as soon as is reasonably practicable after the Securities Act termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules and Regulations). (j) Through Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Units or securities convertible into or exchangeable or exercisable for the Closing DateCommon Units or warrants or other rights to purchase the Common Units or any other securities of the Partnership that are substantially similar to the Common Units or permit the registration under the Securities Act of any Common Units, in each case, at any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with any Manager any instructions to sell Units but such instructions have not been fulfilled, suspended or cancelled. Notwithstanding the foregoing, the Partnership may: (i) register, offer and sell Units through the Managers pursuant to this Agreement or any Terms Agreement; (ii) consummate transactions for the acquisition of assets, businesses or the capital stock or other ownership interests of businesses in exchange for Common Units or any securities substantially similar to, convertible into or exchangeable or exercisable for Common Units; (iii) issue securities under a DRIP established by or for the Partnership or Common Units upon the exercise of options or warrants disclosed as outstanding in the Registration Statement (excluding the exhibits thereto) and the Prospectus, as amended or supplemented; (iv) issue employee unit or stock options, phantom units or dividend equivalent rights pursuant to benefits plans described in the Registration Statement (excluding the exhibits thereto) and the Prospectus, as amended or supplemented; (v) be deemed to have issued Common Units under Section 16 of the Exchange Act upon the cash settlement of phantom units or stock appreciation rights; (vi) file a registration statement on Form S-8 to register Common Units under benefits plans disclosed in the Registration Statement and the Prospectus, as amended or supplemented; (vii) file a universal shelf registration statement on Form S-3 to register Common Units or other Partnership securities; (viii) pledge any Common Units or other Partnership securities to secure loans to persons or entities in connection with any financing transaction to which such persons or entities or their affiliates are parties; (ix) issue Common Units upon conversion of any Class B Units; and (x) offer and sell Common Units in firm commitment underwritten offerings; provided, however, that, in the case of clause (x), the Partnership shall have provided at least three business days’ prior written notice that the Partnership intends to offer and sell Common Units in a firm commitment underwritten offering to any Manager that (i) has made sales of Units that have not settled or (ii) has been provided outstanding instructions by the Partnership to sell Units but such instructions have not been fulfilled or cancelled. In the event that notice of a proposed sale under clause (x) is provided by the Partnership pursuant to this Section 4(j), any Manager may (and all Managers shall if requested by the Partnership) suspend activity under this program for such period of time as may be reasonably requested by the Partnership or as may be deemed appropriate by such Manager. (k) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Prospectus, as amended or supplemented. (l) The Partnership will not, without and will cause its Subsidiaries not to, take, directly or indirectly, any action that is designed to or that constitutes or that might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the offer or sale of the Units. (m) To ensure that prior to instructing any Manager to sell Units the Partnership shall have obtained all necessary authority from the Board of Directors of the General Partner (or any other person or entity serving a similar function for the Partnership) for the offer and sale of such Units, free of preemptive rights and to use all reasonable efforts to effect the listing of the Units on the Primary Stock Exchange, subject to notice of issuance, and to maintain such listing. (n) To advise the Managers promptly after it shall have received notice or obtained knowledge, of any information or fact that would materially alter or affect any representation, warranty, covenant or agreement of the Partnership made or deemed made to or for the benefit of the Managers pursuant to this Agreement. (o) Upon commencement of the initial offering of the Units under this Agreement, and in connection with each time during the term of this Agreement that (i) offer, pledge, sell, contract the Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to sell, sell subclause (ii) below and other than any option or contract current report on Form 8-K and any prospectus supplement filed pursuant to purchase, purchase any option or contract Rule 424(b) of the Rules and Regulations relating solely to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose the offering of any debt securitiessecurities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into the Prospectus (other than a current report on Form 8-K, unless any swap or any other agreement or any transaction that transfers Manager shall otherwise reasonably request), (iii) the Units are delivered to another, in whole or in part, any of the economic consequence of ownership of the Securitiesa particular Manager as principal on a Settlement Date, or (iv) the Partnership delivers to a Manager a Recommencement Notice after the passage of a date at which time (or promptly thereafter or upon request, as applicable) the documents referenced in Section 4 were not, as a result of a Notice of Temporary Suspension, delivered to such Manager(s) (each such date referred to in subclauses (i), (ii), (iii), and (iv) above, a “Representation Date”), to furnish or cause to be furnished to the Managers (or, in the case of subclauses (iii) file with and (iv) above, such Manager(s)), on such date (in the Commission a registration statementcase of subclause (iii)) or promptly after such date or, prospectus or prospectus supplement under if applicable, such request (in the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses case of subclauses (i), (ii) and (iv)) a certificate dated the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or the relevant Settlement Date or the date of such Recommencement Notice, as the case may be, in form reasonably satisfactory to the Managers (or, in the case of subclauses (iii) and (iv) above, such Manager(s), whether any such transaction described ) to the effect that the statements contained in clauses the certificate referred to in Section 6(i) which were last furnished to the Managers (i) or (ii) above is to be settled by delivery of debt securitiesor, in cash the case of subclauses (iii) and (iv) above, such Manager(s)) are true and correct at the time of such amendment, supplement, filing, delivery or otherwise.date, as the case may be, as though made at and as of such t

Covenants of the Partnership. The Partnership covenants agrees with each of the Underwriters as followsManagers: (a) The Partnership, subject During any period in which a prospectus relating to Section 5(b), will comply with the requirements of Rule 430A Units is required to be delivered under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 430B under 172 of the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, Rules and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, Regulations or any supplement similar rule), to advise the Prospectus or any amended Prospectus shall have been filed, (ii) Managers promptly of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Registration Statement or the Prospectus which is proposed to be filed (other than any amendment or supplement which does not relate to the sale of the Units and not including any report or document which is the subject of Section 4.(d) hereof) and to provide the Managers reasonable opportunity to review the same; and to cause each amendment or supplement to the Base Prospectus or for additional information and (ivthe Prospectus relating to the sale of the Units to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the issuance Rules and Regulations. (b) As soon as it is advised thereof, to advise the Managers of the (i) initiation or threatening by the Commission of any stop proceedings for the issuance of any order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of the Prospectus, (ii) receipt by it or any preliminary prospectusrepresentative or attorney of it of any other communication from the Commission relating to the Partnership, the Registration Statement or the Prospectus, including pursuant to Section 8A of the Securities Act, or of the (iii) suspension of the qualification of the Securities Units for offering or sale in any jurisdiction, jurisdiction or of the initiation institution or threatening of any proceedings proceeding for any of such purposespurpose. The Partnership will make every reasonable effort to prevent the issuance of any an order referred to in clause (iv) suspending the effectiveness of the preceding sentence andRegistration Statement, or the use of the Prospectus, and if any such order is issued, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusthereof. (bc) To make available to the Managers, as soon as practicable after the date of this Agreement, and thereafter from time to time to furnish to youthe Managers, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the date of this Agreement) as the Managers may request for the purposes contemplated by the Securities Act; in case any Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 of the ProspectusRules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement as you may reasonably request. (cis required pursuant to Item 512(a) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) Regulation S-K under the Securities Act, the Partnership will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act any prospectus required to be filed pursuant to such Ruleor Item 512(a) of Regulation S-K under the Securities Act, as the case may be. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus To file promptly all reports and documents and any preliminary or definitive proxy or information statement required to be prepared by or on behalf of, used by, or referred to filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule) in connection with any sale of the Units; and during any such period that a prospectus is required to be delivered in connection with any sale of the Units, to promptly notify (to the extent not otherwise publicly available on the Commission’s website) the Managers of the filing of such reports and statements and other documents required to use be filed by the Partnership pursuant to Section 13, 14 or refer to any proposed free writing prospectus to which you reasonably object15(d) of the Exchange Act. (e) Not to take If at any action that would result in time when Units remain unsold by the Underwriters or Managers, the Partnership being required to file with receives from the Commission pursuant a notice or otherwise ceases to Rule 433(d) be eligible to use Form S-3, the Partnership will promptly notify the Managers, and the Partnership will not give any Manager instructions to sell Units under this Agreement until such time as the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required Partnership is again eligible to file thereunderuse Form S-3 for such purpose. (f) If immediately prior to the Time third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial effective date of the Registration Statement, any of the Units remain unsold by the Managers, the Partnership will, prior to the Renewal Deadline, file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form reasonably satisfactory to the Prospectus Managers and will use its reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable efforts to take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include such new shelf registration statement. (g) During any period in which a prospectus is not yet available required to prospective purchasers be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule) in connection with any sale of Units, if any event shall occur or condition exist occurs as a result of which it is necessary to amend the Prospectus as then amended or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not supplemented would include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or and, if for any reason it is shall be necessary during such same period to amend the Registration Statement or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable lawthe Securities Act or file any document which will be deemed an Incorporated Document in order to comply with the Exchange Act and the rules and regulations thereunder, to promptly notify the Managers to suspend solicitation of purchases of the Units and forthwith upon receipt of such notice, each Manager shall suspend its solicitation of purchases of the Units and shall cease using the Prospectus; and if the Partnership shall decide to prepareamend or supplement the Registration Statement or the Prospectus, it will promptly advise the Managers and will promptly prepare and file with the Commission an amendment or supplement to the Registration Statement or the Prospectus which will correct such statement or omission or effect such compliance, will advise the Managers when the Managers are free to resume such solicitation and furnishwill prepare and furnish to the Managers as many copies as the Managers may reasonably request of such amendment or supplement; and in case the Managers are required to deliver under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule), a prospectus relating to the Units after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Securities Act, upon the request of the Managers, and at its own expense, to the Underwriters prepare and deliver to the dealers (whose names and addresses you will furnish to Managers as many copies as the Partnership) to which Securities Managers may have been sold by you on behalf request of the Underwriters and to any other dealers upon request, either amendments an amended Registration Statement or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement prospectus complying with Item 512(a) of a material fact Regulation S-K or omit to state a material fact necessary in order to make the statements therein, in light Section 10(a)(3) of the circumstances under which they were made, not misleading or so that the ProspectusSecurities Act, as amended or supplemented, will comply with lawthe case may be. (h) To endeavor cooperate with the Managers in qualifying and to qualify use its reasonable efforts to cooperate in maintaining in effect such qualification of the Securities Units for offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions within as the United States and its territories as you shall Managers may reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or qualified, to take any action that which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the ProspectusUnits, in any jurisdiction where it is not now so subject, to qualify in any jurisdiction as a broker-dealer or to subject itself to any taxing authority where it is not now so subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its the Partnership’s security holders and to you the Managers an earnings statement for which satisfies the purpose of, and to provide the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules and Regulations) as soon as is reasonably practicable after the Securities Act termination of such twelve month period but not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules and Regulations). (j) Through Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Units or securities convertible into or exchangeable or exercisable for the Closing DateCommon Units or warrants or other rights to purchase the Common Units or any other securities of the Partnership that are substantially similar to the Common Units or permit the registration under the Securities Act of any Common Units, in each case, at any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with any Manager any instructions to sell the Units but such instructions have not been fulfilled or cancelled. Notwithstanding the foregoing, the Partnership may: (i) register, offer and sell the Units through the Managers pursuant to this Agreement; (ii) consummate transactions for the acquisition of assets, businesses or the capital stock or other ownership interests of businesses in exchange for Common Units or any securities substantially similar to, convertible into or exchangeable or exercisable for Common Units; (iii) file a registration statement on Form S-8 relating to Common Units that may be issued pursuant to any employee benefit plans, qualified options plans or other employee compensation plans; (iv) issue securities under the Partnership’s equity compensation plans described in the Partnership’s reports filed with the Commission under the Exchange Act, including the Partnership’s employee unit purchase plan or any employee benefit plans, qualified options plans or other employee compensation plans; (v) issue securities pursuant to the Partnership’s distribution reinvestment plan or any outstanding options, rights or warrants described in the Prospectus; and (vi) file a “universal” shelf registration statement with respect to the Partnership’s debt or Common Units for the purpose of increasing the capacity under or replacing the Partnership’s then existing “universal” shelf registration statement. (k) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (l) The Partnership will not, without and will cause its subsidiaries not to, take any action that is designed to or that constitutes or that might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the offer or sale of the Units. (m) To ensure that prior to instructing any Manager to sell Units the Partnership shall have obtained all necessary authority from the Board of Directors of the General Partner for the offer and sale of such Units, free of preemptive rights, and to use all reasonable efforts to effect the listing of the Units on the NYSE, subject to notice of issuance, and to maintain such listing. (n) Upon commencement of the offering of the Units under this Agreement, and each time that (i) offer, pledge, sell, contract the Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to sell, sell subclause (ii) below and other than any option or contract prospectus supplement filed pursuant to purchase, purchase any option or contract Rule 424(b) of the Rules and Regulations relating solely to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose the offering of any debt securitiessecurities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K, unless any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, Manager shall otherwise reasonably request) or (iii) file with the Commission Units are delivered to a registration statement, prospectus or prospectus supplement under the Securities Act relating particular Manager as principal on a Settlement Date (each such date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii) or (iii) above, a “Representation Date”), whether any to furnish or cause to be furnished to the Managers (or, in the case of subclause (iii) above, such transaction Manager) forthwith a certificate dated and delivered the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or the relevant Settlement Date, as the case may be, in form reasonably satisfactory to the Managers (or, in the case of subclause (iii) above, such Manager) to the effect that the statements contained in the certificate referred to in Section 6.(f) of this Agreement which were last furnished to the Managers (or, in the case of subclause (iii) above, such Manager) are true and correct at the time of such amendment, supplement, filing or delivery, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6.(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (o) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or cause to be furnished forthwith to the Managers (or, in the case of a Representation Date of the type described in clauses Section 4.(n)(iii), such Manager) a written opinion of Sidley Austin LLP, counsel to the Partnership, or other counsel satisfactory to the Managers (ior, in the case of a Representation Date of the type described in Section 4.(n)(iii), such Manager) (“Partnership Counsel”), dated and delivered as of such Representation Date, substantially to the effect as set forth in Exhibit A hereto, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. (p) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or (ii) above is cause to be settled by furnished forthwith to the Managers (or, in the case of a Representation Date of the type described in Section 4.(n)(iii), such Manager) a written opinion of ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Deputy General Counsel of the General Partner, or such other counsel satisfactory to the Managers (or, in the case of a Representation Date of the type described in Section 4.(n)(iii), such Manager), dated and delivered as of such Representation Date, substantially to the effect as set forth in Exhibit B hereto, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of debt securitiessuch opinion; provided, however, that in lieu of such opinion for subsequent Representation Dates, counsel may furnish to the Managers (or, in cash or otherwise.the case of a Representation Date of the type described in Section 4.(n)(iii), such Manager) a reliance letter to the effect that the Managers (or, in the case of a Representation Date of the type described in Section 4.(n)(iii), such Manager) may rely on a prior opinion delivered under this Section 4.(p) to the same extent as if it were dated the date of such letter (except that statement in such prior opinion shall be deemed t

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followseach Manager: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will To notify the Underwriters promptly, and confirm Managers promptly of the notice in writing, (i) time on or after the date of this Agreement when the Registration Statement or any post-effective amendment to the Registration Statement shall has been filed or become effectiveeffective or when the Basic Prospectus, the Prospectus or any supplement to any of the foregoing has been filed (other than such documents and Incorporated Documents available on the Commission website); to prepare and file with the Commission, promptly upon any Manager’s request, any amendments or supplements to the Registration Statement, the Basic Prospectus or the Prospectus that, in such Manager’s reasonable opinion, may be necessary or any amended advisable in connection with the offering of the Units by such Manager; and to cause the Basic Prospectus shall have been filed, (iiand the Prospectus Supplement and each amendment or supplement to the Basic Prospectus and the Prospectus Supplement to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the receipt Act (without reliance on Rule 424(b)(8)). (b) To promptly advise the Managers, confirming such advice in writing, of any comments from suspension of any Manager’s obligations under Rule 15c2-8 under the Commission, (iii) of Exchange Act or any request by the Commission for any amendment amendments or supplements to the Registration Statement Statement, the Basic Prospectus or any amendment or supplement to the Prospectus (in each case including, without limitation, any Incorporated Document) or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use its reasonable efforts to obtain the lifting thereof at or removal of such order as soon as possible; to promptly advise the earliest possible moment. The Partnership will promptly effect Managers of any proposal to amend or supplement the filings necessary Registration Statement, the Basic Prospectus or the Prospectus (other than any amendment or supplement to be effected by the Partnership’s filing of a report, document or proxy or information statement pursuant to Rule 424(bSections 13, 14 or 15(d) under of the Securities Act Exchange Act), and will take to provide the Managers and their counsel copies of any such steps as it deems necessary documents for review and comment a reasonable amount of time prior to ascertain promptly whether any proposed filing and not to file or use any such amendment or supplement (other than any prospectus supplement relating to the form offering of prospectus transmitted for other securities (including, without limitation, the Common Units)) to which any Manager shall have reasonably objected in writing unless the Partnership determines based on advice of counsel that such filing under Rule 424(b) under the Securities Act was received for filing or use is required by the Commission and, in the event that it was not, it will promptly file such prospectusapplicable law. (bc) To make available to each Manager, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to youeach Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement), excluding the ProspectusIncorporated Documents, as such Manager may request for the purposes contemplated by the Act; in case any documents incorporated by reference therein and Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 under the Act or through compliance with Rule 172 under the Act or any supplements and amendments thereto similar rule), in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement as you may reasonably request. (cis required pursuant to Item 512(a) Before amending of Regulation S-K under the Act, the Partnership will prepare, at its expense, such amendment or supplementing amendments to the Registration Statement, the Time of Sale Prospectus or Statement and the Prospectus during the period mentioned in Section 5(g) below, as may be necessary to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file permit compliance with the Commission within requirements of Section 10(a)(3) of the applicable period specified in Rule 424(bAct or Item 512(a) of Regulation S-K under the Securities Act any prospectus required to be filed pursuant to such RuleAct, as the case may be. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus To file timely all reports and documents and any preliminary or definitive proxy or information statement required to be prepared by or on behalf of, used by, or referred to filed by the Partnership and not with the Commission in order to use comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 under the Act or refer to through compliance with Rule 172 under the Act or any proposed free writing prospectus to which you reasonably objectsimilar rule) in connection with any sale of Units. (e) Not To pay the fees applicable to take any action that would result the Registration Statement in the Underwriters or the Partnership being required to file connection with the Commission pursuant to Rule 433(d) offering of the Units under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunderAct. (f) If the Time Partnership receives a notice from the Commission or otherwise reasonably believes that it has ceased to be eligible to use Form S-3, the Partnership will promptly notify each Manager and, if offers and sales of Sale Prospectus Units would not be permitted by the Commission and applicable Laws at such time as a result thereof, the Partnership will not give any Manager instructions to sell Units under this Agreement until such time as the Partnership is being used again eligible to solicit offers use Form S-3 for such purpose. (g) If immediately prior to buy the Securities at third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Units remain unsold by the Managers, the Partnership will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a time when new shelf registration statement relating to the Prospectus is not yet available Units, in a form reasonably satisfactory to prospective purchasers the Managers, and will use its reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable efforts to take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include such new shelf registration statement. (h) To promptly notify the Managers if any event shall occur or condition exist occurs as a result of which it is necessary to amend the Prospectus, as then amended or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not supplemented, would include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleadingmisleading and, or if it is necessary subject to amend or supplement the Time of Sale Prospectus Section 4(b), to comply with applicable law, forthwith to prepare, file with the Commission prepare and furnish, at its own the Partnership’s expense, to the Underwriters and to any dealer upon request, either each Manager promptly such amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale such Prospectus as so amended or supplemented will not, include may be necessary to reflect any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable lawsuch change. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (hi) To endeavor furnish such information as may be required and otherwise to qualify cooperate in qualifying the Securities Units for offer offering and sale under the securities or Blue Sky blue sky laws of such states or other jurisdictions within as the United States Managers may designate and its territories to maintain such qualifications in effect so long as you shall reasonably requestrequired for the distribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify to do business in any jurisdiction, to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units), to qualify in any jurisdiction as a broker-dealer or to subject itself to any taxing authority where it is not now so qualified or take any action that would subject it subject; and to general service of process suits, other than those arising out promptly advise each Manager of the offering receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjector the initiation or threatening of any proceeding for such purpose. (ij) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its security holders and to you each Manager, an earnings statement for of the purpose of, and to provide Partnership (which will satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and Act) covering a period of twelve months beginning after the Securities Act Regulationseffective date of the Registration Statement (as defined in Rule 158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in Rule 158(c) under the Act). (jk) Through To apply the Closing Datenet proceeds from the sale of the Units in the manner set forth under the caption “Use of Proceeds” in the Prospectus Supplement. (l) Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, or permit the registration under the Act of, any Common Units or any other securities of the Partnership that are substantially similar to the Common Units (“Similar Securities”) or any securities convertible into or exchangeable or exercisable for Common Units or Similar Securities (including without limitation, any options, warrants or other rights to purchase Common Units or Similar Securities), at any time that sales of Units have been made but not settled or at any time the Partnership has outstanding with any Manager any instructions to sell Units but such instructions have not been fulfilled, suspended or cancelled. Notwithstanding the foregoing, the Partnership may (i) register the offer and sale of the Units through the Managers pursuant to this Agreement; (ii) file a registration statement on Form S-8 relating to Common Units that may be issued pursuant to equity compensation plans existing as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the Exchange Act or approved by the Partnership’s unitholders after the date of this Agreement; (iii) issue securities under the Partnership’s equity compensation plans existing as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the Exchange Act or approved by the Partnership’s unitholders after the date of this Agreement; (iv) issue securities upon the exercise of options or the vesting of phantom units outstanding as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the Exchange Act or issued after the date of this Agreement under equity compensation plans described in clause (iii) of this sentence; (v) issue Common Units or Similar Securities as payment of any part of the purchase price for the acquisition of assets or businesses by the Partnership, the Operating Company or the Subsidiaries; and (vi) issue Common Units or Similar Securities to MRD and its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership. The Partnership agrees that any offer to sell, any solicitation of an offer to buy, or any sale of Units under this Agreement shall be effected by or through only one Manager or sales agent on any single given day, and the Partnership shall in no event request that more than one of the Managers or sales agent sell Units on the same day. (m) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (n) The Partnership and the Operating Company will not, without and will cause the prior written consent Subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the sale or resale of the Units. (o) To use its reasonable efforts to cause the Common Units to be listed on the NASDAQ and to maintain such listing. (p) To advise the Managers promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Managers pursuant to Section 6 herein. (q) Upon commencement of the initial offering of the Units under this Agreement, and each time that (i) offer, pledge, sell, contract to sell, sell any option the Registration Statement or contract to purchase, purchase any option the Prospectus shall be amended or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose supplemented (other than by the filing with the Commission of any debt securitiesdocument incorporated by reference therein, which shall be subject to the provisions of subclause (ii) below, and other than a prospectus supplement filed pursuant to Rule 424(b) under the Act relating solely to the offering of securities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8-K, in whole or in part, any of unless the economic consequence of ownership of the SecuritiesManagers shall otherwise reasonably request), or (iii) file the Managers may reasonably request with reasonable advance notice (the date of commencement of the initial offering of the Units under this Agreement and each date referred to in subclauses (i) and (ii) above and the date specified in the request of the Managers referred to in subclause (iii) above, each a “Representation Date”), to furnish or cause to be furnished to the Managers forthwith a certificate of two of the General Partner’s executive officers, dated and delivered the Representation Date, in form satisfactory to the Managers to the effect that the statements contained in the certificate referred to in Section 6(f) of this Agreement which was last furnished to the Managers are true and correct as of such Representation Date as though made at and as of such date (except that such certificate shall state that such statements shall be deemed to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(f), but modified to relate to the Registration Statement and the Prospectus, in each case, as amended and supplemented to the time of delivery of such certificate. (r) At each Representation Date, to furnish or cause to be furnished forthwith to the Managers a written opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Partnership (“Partnership Counsel”), or other counsel satisfactory to the Managers, dated and delivered as of such Representation Date, in form and substance reasonably satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(c) of this Agreement, but modified to relate to the Registration Statement and the Prospectus, in each case, as amended and supplemented to the time of delivery of such opinion. (s) At each Representation Date, to furnish or cause to be furnished to the Managers forthwith a certificate of the Secretary of the General Partner, dated and delivered as of such Representation Date, in form and substance reasonably satisfactory to the Managers, of the same tenor as the certificate referred to in Section 6(h) of this Agreement but modified to relate to the Registration Statement and the Prospectus, in each case, as amended and supplemented to the date of such certificate. (t) At each Representation Date, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Managers, or other counsel satisfactory to the Managers, shall deliver a written opinion, dated and delivered as of such Representation Date, in form and substance reasonably satisfactory to the Managers. (u) Upon commencement of the initial offering of the Units under this Agreement (and upon the recommencement of the offering of the Units after the end of a Suspension Period), and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional or amended financial information (other than an amendment or supplement effected by the filing with the Commission a registration statementof any document incorporated by reference therein, prospectus or prospectus supplement under which shall be subject to the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses provisions of subclauses (iii) and (iii) below), (ii) the Partnership shall file an annual report on Form 10-K or a quarterly report on Form 10-Q, or (iii)) upon request by the Managers following the filing by the Partnership with the Commission any document (other than an annual report on Form 10-K or a quarterly report on Form 10-Q) incorporated by reference into the Prospectus which contains financial information or information regarding a completed audit report, whether any to cause the Accountants, or other independent accountants satisfactory to the Managers, forthwith to furnish the Managers a letter, dated the date of the commencement of the initial offering, the date of effectiveness of such transaction described in clauses (i) amendment, the date of filing of such supplement or (ii) above is to be settled by delivery of debt securities, in cash or otherwise.other document with the C

Covenants of the Partnership. The Partnership hereby covenants with and agrees that, so long as the Underwriters as followsBonds are Outstanding: (a) The PartnershipPartnership will not do or permit anything to be done at the Project that will affect, subject to Section 5(b), will comply impair or contravene any policies of insurance that may be carried on or with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment respect to the Registration Statement shall become effective, Project or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespart thereof. The Partnership will make every reasonable effort comply with all valid laws, regulations, ordinances, and requirements applicable to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusProject. (b) To furnish The Partnership will permit the Issuer, the Bondholders, and their respective duly authorized agents at all reasonable times to youenter upon, without chargeexamine and inspect the Project and in the event of default as hereinafter provided, the Partnership will permit a signed copy public accountant or firm of the Registration Statement (including exhibits thereto public accountants designated by any Bondholder to have access to, inspect, examine and documents incorporated by reference) and to deliver to you as many make copies of the Time books and records, accounts and data of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably requestPartnership. (c) Before amending or supplementing the Registration StatementThe Partnership will maintain proper books of record and account, the Time in which full and correct entries will be made, in accordance with generally accepted accounting principles, of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to all its business and affairs. The Partnership shall furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, the Issuer and to file the Bondholders with reasonable promptness such financial statements and data as may be reasonably requested thereby, including without limitation annual financial statements of the Commission within Partnership and annual operating statements with respect to the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such RuleProject. (d) During The Partnership will maintain and preserve its existence as a general partnership under the period mentioned in Section 5(g) belowlaws of the State of Alabama and will not voluntarily dissolve without first discharging its obligations under this Lease Agreement and will comply with all valid laws, ordinances, regulations and requirements applicable to furnish it or to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by its property and the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably objectProject. (e) Not to take The Partnership will not transfer or dispose of all, substantially all, or any action that would result substantial portion, of it assets (either in a single transaction or in a series of related transactions) without the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf prior written consent of the Underwriters that the Underwriters otherwise would not have been required to file thereunderBondholders. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus The Partnership will not include sell, assign, mortgage, pledge, transfer or convey all or any untrue statement part of a material fact its interest in this Lease Agreement or omit to state a material fact necessary in order to make the statements thereinProject, in light provided, however the foregoing shall not impair or restrict the right of the circumstances Partnership as elsewhere permitted under which they were made, not misleading, this Lease Agreement to assign this Lease Agreement and the leasehold interest created hereby or if it is necessary to amend sublet the Project or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable lawpart thereof. (g) IfThe Partnership will duly pay and discharge all taxes, during such period after assessments and other governmental charges and liens lawfully imposed on the first date Partnership, upon the properties and interests of the public offering of Partnership, and the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with lawProject. (h) To endeavor The Partnership shall file, record, refile and rerecord all financing statements, continuation statements, documents or other notices as are necessary to qualify perfect and to maintain the Securities for offer Issuer's title to and sale under interest in the securities or Blue Sky laws Project and to perfect and maintain the security interest of the Bondholders in the Project and shall submit evidence of such jurisdictions within filing, recording, refiling and rerecording to the United States and its territories as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjectBondholders. (i) The Partnership hereby represents and warrants that (1) the execution and delivery of this Lease Agreement and the Guaranty will timely file such reports pursuant to not involve any prohibited transactions within the Exchange Act as are necessary in order to make generally available to its security holders and to you an earnings statement for the purpose of, and to provide the benefits contemplated by, the last paragraph meaning of ERISA or Section 11(a) 4975 of the Securities Act Internal Revenue Code, as amended; (2) based upon ERISA and the Securities Act Regulations. (j) Through the Closing Dateregulations and published interpretations thereunder, the Partnership will notis in compliance in all material respects with the applicable provisions of ERISA; (3) no "Reportable Event" as defined in Section 4043(b) of Title IV of ERISA, without has occurred with respect to any plan maintained by the prior written consent Partnership; and (4) there are no liens on the real or personal property of the Managers, (i) offer, pledge, sell, contract Partnership pursuant to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose Section 4068 of any debt securities, (ii) enter into any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii), whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of debt securities, in cash or otherwiseERISA.

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followsManagers: (a) The PartnershipDuring the period in which a prospectus relating to the Units is required to be delivered under the Securities Act (whether physically, subject deemed to Section 5(b), will comply be delivered pursuant to Rule 153 or through compliance with the requirements of Rule 430A 172 under the Securities Act or Rule 430B under the Securities Actany similar rule), as applicable, and, during the period mentioned in Section 5(g) below, will to notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) Managers by means of the receipt Commission’s ▇▇▇▇▇ system promptly of any comments from the Commission, (iii) of any request by the Commission for time when any amendment to the Registration Statement has become effective or any amendment or supplement to the Prospectus has been filed; to prepare and file with the Commission, promptly upon the Managers’ request, any amendments or supplements to the Registration Statement or the Prospectus that, in the Managers’ reasonable opinion, may be necessary or advisable in connection with the offer of the Units by the Managers; and to cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act. (b) To pay the required Commission filing fees relating to the Units within the time required by Rule 456(b)(1)(i) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act. (c) To promptly advise the Managers, confirming such advice in writing (which may be made by electronic mail), of any request by the Commission for amendments or supplements to the Registration Statement, the Base Prospectus or the Prospectus or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for, or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use its commercially reasonable efforts to obtain the lifting thereof at or removal of such order as soon as possible; to promptly advise the earliest possible moment. The Partnership will promptly effect Managers of any proposal to amend or supplement the filings necessary pursuant Registration Statement, the Base Prospectus or the Prospectus, and to Rule 424(bprovide the Managers and counsel for the Managers copies of any such documents (excluding any documents incorporated or deemed incorporated therein by reference) under for review and comment in a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the Securities Act and will take such steps as it deems necessary offering of other securities (including, without limitation, Common Units)) to ascertain promptly whether which the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, Managers shall have objected in the event that it was not, it will promptly file such prospectuswriting. (bd) To make available to the Managers, as soon as practicable after the date of this Agreement, and thereafter from time to time to furnish to youthe Managers, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented at such time if the Partnership shall have made any amendments or supplements thereto) as the Managers may reasonably request; in case the Managers are required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the ProspectusSecurities Act or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement as you may reasonably request. (cis required pursuant to Item 512(a) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) Regulation S-K under the Securities Act any prospectus required to be filed pursuant to such Rule. (d) During the period mentioned in Section 5(g) belowAct, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership will prepare, at its expense, such amendment or amendments to the Registration Statement and not the Prospectus as may be necessary to use ensure compliance with the requirements of Section 10(a)(3) of the Securities Act or refer to any proposed free writing prospectus to which you reasonably objectItem 512(a) of Regulation S-K under the Securities Act, as the case may be. (e) Not Subject to take Section 4(c) hereof, to file promptly all reports and documents and any action that would result in the Underwriters preliminary or definitive proxy or information statement required to be filed by the Partnership being required to file with the Commission in order to comply with the Exchange Act for so long as a prospectus relating to the Units is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 433(d) 153 or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units and to provide the Managers with a free writing prospectus prepared copy of such reports and statements and other documents to be filed by the Partnership pursuant to Section 13, 14 or on behalf 15(d) of the Underwriters that the Underwriters otherwise would not have been required Exchange Act during such period a reasonable amount of time prior to file thereunderany proposed filing. (f) If To promptly notify the Time Managers of Sale Prospectus is being used to solicit offers to buy the Securities at a time when happening of any event that could require the making of any change in the Prospectus is not yet available to prospective purchasers and any event shall occur as then amended or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus supplemented so that the Time of Sale Prospectus will would not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or if it is necessary through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units, to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission prepare and furnish, at its own the Partnership’s expense, to the Underwriters and to any dealer upon request, either each Manager promptly such amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale such Prospectus as so amended or supplemented will not, include may be necessary to reflect any untrue statement of a material fact or omit to state a material fact necessary such change in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, such quantities as amended or supplemented, will comply with applicable lawsuch Manager may reasonably request. (g) If, during To furnish such period after information as may be required and otherwise cooperate in qualifying the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (h) To endeavor to qualify the Securities Units for offer and sale under the securities or Blue Sky laws of such jurisdictions within as the United States Managers may reasonably designate and its territories to maintain such qualifications in effect so long as you shall reasonably requestrequired for the distribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign corporation or to do business consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Managers of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction where it is not now so qualified or take the initiation or threatening in writing of any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjectproceeding for such purpose. (ih) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders and to you the Managers an earnings statement for or statements of the purpose of, Partnership and to provide its consolidated subsidiaries which will satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and Rule 158, which may be satisfied by timely filing reports with the Securities Act RegulationsCommission on its ▇▇▇▇▇ system. (i) To apply the net proceeds from the sale of the Units pursuant to this Agreement and any Terms Agreement in the manner set forth under the caption “Use of Proceeds” in the Prospectus Supplement. (j) Through At any time that the Closing DatePartnership has instructed any Manager to sell Units pursuant to Section 3(a)(i) hereof but such instructions have not been fulfilled, settled or cancelled, not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Units or securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any other securities of the Partnership that are substantially similar to Common Units or permit the registration under the Securities Act of any Common Units, in each case without giving such Manager at least three business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale. Notwithstanding the foregoing, the Partnership will not, without the prior written consent of the Managers, may (i) offer, pledge, sell, contract register the offer and sale of the Units through any Manager pursuant to sell, sell this Agreement or any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities, Terms Agreement; (ii) enter into any swap issue Common Units pursuant to employee benefit plans, qualified unit option plans or any other agreement or any transaction that transfers to another, in whole or in part, any of employee compensation plans existing on the economic consequence of ownership of the Securities, date hereof; or (iii) file issue Common Units in connection with any acquisition, provided, that in connection with such issuance, the Commission seller(s) agrees in writing to be bound by the provisions of this Section (4)(j). In the event that notice of a registration statementproposed sale is provided by the Partnership pursuant to this Section 4(j), prospectus the Managers may suspend activity under this program for such period of time as may be requested by the Partnership or as may be deemed appropriate by the Managers. The Partnership agrees that any offer to sell, any solicitation of an offer to buy, or any sale of Units under this Agreement shall be effected by or through only one Manager or sales agent on any single given day, and the Partnership shall in no event request that more than one of the Managers or sales agent sell Units on the same day. (k) The Partnership will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute under the Exchange Act or otherwise, the stabilization or manipulation of the price of Common Units to facilitate the sale or resale of the Units. (l) To use its commercially reasonable efforts to maintain the listing of the Units on the NYSE. (m) To advise the Managers promptly after it shall have received notice or obtained knowledge, of any information or fact that would materially alter or affect any opinion, certificate, letter or other document provided to the Managers pursuant to Section 6 hereof. (n) Upon commencement of the offering of the Units under this Agreement (and upon recommencement of the offering of the Units under this Agreement following a Suspension Period) and promptly after each date that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause (ii) below and other than by a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act relating solely to any debt securitiesthe offering of securities other than the Units), or publicly disclose (ii) there is filed with the intention Commission any document incorporated by reference into the Prospectus (the date of commencement of the offering of the Units under this Agreement and each date referred to effect any transaction described in clauses subclauses (i) and (ii) above, are collectively referred to as a “Bring-Down Delivery Date”), to furnish or cause to be furnished to the Managers forthwith a certificate at or promptly after each Bring-Down Delivery Date, in form satisfactory to the Managers, to the effect that the statements contained in the certificate referred to in Section 6(f) of this Agreement which was last furnished to the Managers are true and correct as of such Bring-Down Delivery Date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; provided that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (ii) above unless either (A)(x) such Current Report on Form 8-K is filed at any time during which either a prospectus relating to the Units is required to be delivered under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 or any similar rule) or such Current Report on Form 8-K is filed at any time from and including the date of a Terms Agreement through and including the relevant Settlement Date and (y) the Managers have reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event or events reported in such Current Report on Form 8-K or (B) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered “filed” under the Exchange Act; and provided, further, that the obligation of the Partnership under this subsection (n) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period. (o) To furnish or cause to be furnished forthwith to the Managers (i) at or promptly after each Bring-Down Delivery Date (and upon recommencement of the offering of the Units under this Agreement following a Suspension Period), a written opinion and negative assurance letter of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Partnership (“Partnership Counsel”), or other counsel satisfactory to the Managers, dated and delivered as of such Bring-Down Delivery Date, in form and substance satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(c) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion, and (ii) at or promptly after each Bring-Down Delivery Date triggered by the filing of the Partnership’s Annual Report on Form 10-K (and upon recommencement of the offering of the Units under this Agreement following a Suspension Period), a written opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel to the Partnership (“Delaware Counsel”), or other counsel satisfactory to the Managers, dated and delivered as of such Bring-Down Delivery Date, in form and substance satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(d) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinions for subsequent Bring-Down Delivery Dates, Partnership Counsel and Delaware Counsel may furnish the Managers with a letter to the effect that the Managers may rely on a prior opinion delivered under this Section 4(o) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Bring-Down Delivery Date); provided further that the obligation of the Partnership under this subsection (o) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period. (p) At or promptly after each Bring-Down Delivery Date (and upon recommencement of the offering of the Units under this Agreement following a Suspension Period), ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Managers, shall deliver a written opinion and negative assurance letter, dated and delivered as of such Bring-Down Delivery Date, in form and substance satisfactory to the Managers; provided that the obligation under this subsection (p) shall be deferred during any Suspension Period and shall recommence upon the termination of such Suspension Period. (q) Upon commencement of the offering of the Units under this Agreement (and upon recommencement of the offering of the Units under this Agreement following a Suspension Period), and or promptly after each date that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional or amended financial information, (ii) the Partnership shall file an annual report on Form 10-K or a quarterly report on Form 10-Q, (iii) there is filed with the Commission any document (other than an annual report on Form 10-K or a quarterly report on Form 10-Q) incorporated by reference into the Prospectus which contains financial information, and (iv) at the request of the Managers, to cause the Accountants, or other independent accountants satisfactory to the Managers, forthwith to furnish to the Managers a letter (“Comfort Letter”), whether any dated the date of the commencement of the offering, the date of effectiveness of such transaction described in clauses (i) amendment, the date of filing of such supplement or (ii) above is to be settled by delivery of debt securitiesother document with the Commission, as the case may be, in cash or otherwise.form and substance satisfactory to the Managers, of the same tenor as the letter referred to in Section 6(e) of this Agreement but modified to relate to the Registration Statement and the Prospectus, as amen

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followsManager: (a) The PartnershipDuring any period in which a prospectus relating to the Units is required to be delivered under the Act (whether physically, subject deemed to Section 5(bbe delivered pursuant to Rule 153 of the Rules or through compliance with Rule 172 of the Rules or any similar rule), will comply with to advise the requirements Manager promptly of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Registration Statement or the Prospectus which is proposed to be filed (other than any amendment or supplement which does not relate to the sale of the Units and not including any report or document which is the subject of Section 4(d) hereof) and not to effect such amendment or supplement in a form to which the Manager reasonably objects; and to cause each amendment or supplement to the Base Prospectus or for additional information and (ivthe Prospectus relating to the sale of the Units to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the issuance Rules. (b) As soon as it is advised thereof, to advise the Manager of (i) the initiation or threatening by the Commission of any stop proceedings for the issuance of any order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of the Prospectus, (ii) receipt by it or any preliminary prospectusrepresentative or attorney of it of any other communication from the Commission relating to the Partnership, the Registration Statement or the Prospectus, or of the (iii) suspension of the qualification of the Securities Units for offering or sale in any jurisdiction, jurisdiction or of the initiation institution or threatening of any proceedings proceeding for any of such purposespurpose. The Partnership will make every reasonable effort to prevent the issuance of any an order referred to in clause (iv) suspending the effectiveness of the preceding sentence andRegistration Statement, or the use of the Prospectus, and if any such order is issued, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusthereof. (bc) To make available to the Manager, as soon as practicable after the date of this Agreement, and thereafter from time to time to furnish to youthe Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the date of this Agreement) as the Manager may request for the purposes contemplated by the Act; in case the Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 of the ProspectusRules or through compliance with Rule 172 of the Rules or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement as you may reasonably request. (cis required pursuant to Item 512(a) Before amending of Regulation S-K under the Act, the Partnership will prepare, at its expense, promptly upon request such amendment or supplementing amendments to the Registration Statement, the Time of Sale Prospectus or Statement and the Prospectus during the period mentioned in Section 5(g) below, as may be necessary to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file permit compliance with the Commission within requirements of Section 10(a)(3) of the applicable period specified in Rule 424(bAct or Item 512(a) of Regulation S-K under the Securities Act any prospectus required to be filed pursuant to such RuleAct, as the case may be. (d) During To file promptly all reports and documents and any preliminary or definitive proxy or information statement required to be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules or through compliance with Rule 172 of the Rules or any similar rule) in connection with any sale of the Units; and during any such period mentioned that a prospectus is required to be delivered in Section 5(g) belowconnection with any sale of the Units, to furnish the extent practicable, to you provide the Manager, for its review, with a copy of each proposed free writing prospectus such reports and statements and other documents to be prepared by or on behalf of, used by, or referred to filed by the Partnership and not pursuant to use Section 13, 14 or refer 15(d) of the Exchange Act a reasonable amount of time prior to any proposed free writing prospectus filing; and to which you reasonably objectpromptly notify the Manager of such filing. (e) Not to take If at any action that would result in time when Units remain unsold by the Underwriters or Manager, the Partnership being required to file with receives from the Commission pursuant a notice or otherwise ceases to Rule 433(d) be eligible to use Form S-3, the Partnership will promptly notify the Manager, and the Partnership will not give the Manager instructions to sell Units under this Agreement until such time as the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required Partnership is again eligible to file thereunderuse Form S-3 for such purpose. (f) If immediately prior to the Time third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial effective date of the Registration Statement, any of the Units remain unsold by the Manager, the Partnership will, prior to the Renewal Deadline file, if it have not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form satisfactory to the Prospectus Manager and will use its reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable efforts to take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include such new shelf registration statement. (g) During any period in which a prospectus is not yet available required to prospective purchasers and be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules or through compliance with Rule 172 of the Rules or any similar rule) in connection with any sale of Units, if any event shall occur or condition exist occurs as a result of which it is necessary to amend the Prospectus as then amended or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not supplemented would include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, if for any reason it shall be necessary during such same period to amend the Registration Statement or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable lawthe Act or file any document which will be deemed an Incorporated Document in order to comply with the Exchange Act and the rules and regulations thereunder, to promptly notify the Manager of the happening of any such event and forthwith to prepare, submit to the Manager, file with the Commission and furnishdeliver, at its own expense, without charge to the Underwriters and to any dealer upon request, Manager either (i) amendments or supplements to the Time of Sale Registration Statement or Prospectus so that the statements in the Time of Sale Prospectus Registration Statement or Prospectus, as so amended or supplemented supplemented, will not, not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus(ii) such amendments, as amended supplements or supplemented, documents which will comply with applicable law. (g) If, during effect such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with lawcompliance. (h) To endeavor cooperate with the Manager in qualifying and to qualify use its reasonable efforts to cooperate in maintaining in effect such qualification of the Securities Units for offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions within as the United States and its territories as you shall Manager may reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or qualified, to take any action that which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the ProspectusUnits, in any jurisdiction where it is not now so subject, to qualify in any jurisdiction as a broker-dealer or to subject itself to any taxing authority where it is not now so subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its the Partnership’s security holders and to you the Manager an earnings statement for which satisfies the purpose of, and to provide the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and covering a period of twelve months beginning after the Securities Act Regulationseffective date of the Registration Statement (as defined in Rule 158(c) of the Rules) as soon as is reasonably practicable after the termination of such twelve month period but not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules). (j) Through Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Units or securities convertible into or exchangeable or exercisable for the Closing DateCommon Units or warrants or other rights to purchase the Common Units or any other securities of the Partnership that are substantially similar to the Common Units or permit the registration under the Act of any Common Units at any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with the Manager any instructions to sell the Units but such instructions have not been fulfilled or cancelled, in each case without giving the Manager at least three business days’ prior written notice, which, if given in the case of a sale, shall specify the nature of the proposed sale and the expected date of such proposed sale. Notwithstanding the foregoing, the Partnership may (i) register, offer and sell the Units through the Manager pursuant to this Agreement; (ii) consummate transactions for the acquisition of assets, businesses or the capital stock or other ownership interests of businesses in exchange for Common Units or any securities substantially similar to, convertible into or exchangeable or exercisable for Common Units, (iii) file a registration statement on Form S-8 relating to Common Units that may be issued pursuant to equity plans described in the Partnership’s reports filed with the Commission; (iv) issue securities under the Partnership’s equity compensation plans described in the Partnership’s reports filed with the Commission under the Exchange Act; (v) issue securities upon the exercise of options; and (vi) file an automatic shelf registration statement with respect to the Partnership’s Common Units, which may only be used for firm commitment underwritten offerings of Common Units. In the event that notice of a proposed sale is provided by the Partnership pursuant to this Section 4(j), the Manager may (and shall if requested by the Partnership) suspend activity under this program for such period of time as may be requested by the Partnership or as may be deemed appropriate by the Manager. (k) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (l) The Partnership will not, without and will cause its subsidiaries not to, take any action that is designed to or that constitutes or that might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the offer or sale of the Units. (m) To use all reasonable efforts to effect the listing of the Units on the NYSE, subject to notice of issuance. (n) Upon commencement of the offering of the Units under this Agreement, and each time that (i) offer, pledge, sell, contract the Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to sell, sell subclause (ii) below and other than any option or contract prospectus supplement filed pursuant to purchase, purchase any option or contract Rule 424(b) of the Rules relating solely to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose the offering of any debt securitiessecurities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8-K, in whole or in part, any of unless the economic consequence of ownership of the SecuritiesManager shall otherwise reasonably request), or (iii) file with otherwise as the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating Manager may reasonably request (each such date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii), and (iii) above, a “Representation Date”), to furnish or cause to be furnished to the Manager forthwith a certificate dated and delivered the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or promptly following request by the Manager, as the case may be, in form satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 6(e) of this Agreement which were last furnished to the Manager are true and correct at the time of such amendment, supplement, filing, or delivery, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (o) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Partnership (“Partnership Counsel”), or other counsel satisfactory to the Manager, dated and delivered as of such Representation Date, substantially to the effect as set forth in Exhibit A hereto, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. (p) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or cause to be furnished to the Manager forthwith a customary certificate of the Secretary or Assistant Secretary of MLP GP on behalf of the Partnership, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager. (q) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Manager, or other counsel satisfactory to the Manager, shall deliver a written opinion, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager. (r) Upon commencement of the offering of the Units under this Agreement, and each time that (i) the Registration Statement or the Prospectus is amended or supplemented (other than pursuant to subclause (ii) or (iii)) below and other than any prospectus supplement filed pursuant to Rule 424(b) of the Rules relating solely to an offering of securities other than the Units) to include additional or amended financial information, whether (ii) the Partnership shall file an annual report on Form 10-K or a quarterly report on Form 10-Q, or (iii) upon request by the Manager to the Partnership, there is filed with the Commission any document (other than an annual report on Form 10-K or a quarterly report on Form 10-Q) incorporated by reference into the Prospectus which contains financial information, to cause the Partnership’s accountants, or other independent accountants satisfactory to the Manager, forthwith to furnish the Manager a letter or letters, dated the date of the commencement of the offering, the date of effectiveness of such transaction described amendment, the date of filing of such supplement or other document with the Commission, or promptly upon request by the Manager, as the case may be, in clauses form and substance reasonably satisfactory to the Manager and consistent with Statement of Auditing Standards, or SAS, No. 72, but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. (s) Upon commencement of the offering of the Units under this Agreement, and each time that (i) the Registration Statement or the Prospectus is amended or supplemented (other than pursuant to subclause (ii) above below and other than any prospectus supplement filed pursuant to Rule 424(b) of the Rules relating solely to the offering of securities other than the Units), (ii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K, unless the Manager shall otherwise reasonably request), or (iii) otherwise as the Manager shall reasonably request, to be settled by delivery conduct a due diligence session, which shall include representatives of debt securitiesthe management and the accountants of the Partnership. (t) If to the knowledge of the Partnership, any condition set forth in cash Section 6(a) or otherwise.6(g) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person w

Covenants of the Partnership. The Partnership covenants with the Underwriters as follows: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, , (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority governmental authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. (b) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object. (e) Not to take any action that would result in the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (h) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States and its territories as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders and to you an earnings statement for the purpose of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and the Securities Act Regulationsrules and regulations of the Commission thereunder. (j) Through the Closing Date, the Partnership will not, without the prior written consent of the Managers, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities, (ii) enter into any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii), whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of debt securities, in cash or otherwise.

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followseach Manager: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will To notify the Underwriters promptly, and confirm Managers promptly of the notice in writing, (i) time on or after the date of this Agreement when the Registration Statement or any post-effective amendment to the Registration Statement shall has been filed or become effectiveeffective or when the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any supplement to any of the foregoing has been filed; to prepare and file with the Commission, promptly upon the Managers’ request, any amendments or supplements to the Registration Statement, the Base Prospectus, the Prospectus or any amended Permitted Free Writing Prospectus shall have been filedthat, (iiin the Managers’ reasonable opinion, may be necessary or advisable in connection with the offering of the Units by the Managers; and to cause the Base Prospectus, the Prospectus Supplement and the Prospectus and each amendment or supplement to the Base Prospectus, the Prospectus Supplement or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the receipt 1933 Act (without reliance on Rule 424(b)(8)) or, in the case of any comments from document incorporated by reference therein, to be filed with the CommissionCommission as required pursuant to the 1934 Act, within the time period prescribed; to cause each Permitted Free Writing Prospectus to be filed with the Commission as required by Rule 433 of the 1933 Act (iiito the extent such filing is required by such rule) and to retain copies of each Permitted Free Writing Prospectus that is not required to be filed with the Commission in accordance with Rule 433 of the ▇▇▇▇ ▇▇▇. (b) To promptly advise the Managers, confirming such advice in writing, of any suspension of the Managers’ obligations under Rule 15c2-8 under the 1934 Act or any request by the Commission for any amendment amendments or supplements to the Registration Statement Statement, the Base Prospectus, the Prospectus or any amendment or supplement to the Permitted Free Writing Prospectus (in each case including, without limitation, any document incorporated by reference therein) or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting thereof at or removal of such order as soon as possible; to promptly advise the earliest possible moment. The Partnership will promptly effect Managers of any proposal to amend or supplement the filings necessary Registration Statement, the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus (other than any amendment or supplement to be effected by the Partnership’s filing of a report, document or proxy or information statement pursuant to Rule 424(bSections 13, 14 or 15(d) under of the Securities Act 1934 Act, which shall be subject to the provisions of clause (2) of Section 4(d) below), and will take to provide the Managers and their counsel copies of any such steps as it deems necessary documents for review and comment a reasonable amount of time prior to ascertain promptly whether any proposed filing and not to file or use any such amendment or supplement (other than any prospectus supplement relating to the form offering of prospectus transmitted for filing under Rule 424(bother securities (including, without limitation, the Common Units)) under to which the Securities Act was received for filing by the Commission and, Managers shall have objected in the event that it was not, it will promptly file such prospectuswriting. (bc) To make available to the Managers, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to youthe Managers, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus and each Permitted Free Writing Prospectus (or of Sale Prospectusthe Prospectus or any Permitted Free Writing Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Managers may request for the purposes contemplated by the 1933 Act; in case any Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Prospectus1933 Act or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the 1933 Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the 1933 Act, the Partnership will prepare, at its expense, such amendment or amendments to the Registration Statement and the Prospectus as you may reasonably requestbe necessary to permit compliance with the requirements of Section 10(a)(3) of the 1933 Act or Item 512(a) of Regulation S-K under the 1933 Act, as the case may be. (c1) Before amending or supplementing the Registration Statement, the Time Subject to clause (2) of Sale Prospectus or the Prospectus during the period mentioned in this Section 5(g) below4(d), to furnish to you a copy of each such proposed amendment file promptly all reports and documents and any preliminary or supplement and not to file any such proposed amendment definitive proxy or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus information statement required to be filed by the Partnership with the Commission in order to comply with the 1934 Act for so long as a prospectus is required by the 1933 Act to be delivered (whether physically, deemed to be delivered pursuant to such Rule. Rule 153 or through compliance with Rule 172 under the 1933 Act or any similar rule) in connection with any sale of Units; and (d2) During to provide the period mentioned in Section 5(g) belowManagers, to furnish to you for their review, with a copy of each proposed free writing prospectus any reports and statements and other documents to be prepared by or on behalf of, used by, or referred to filed by the Partnership and not pursuant to use Section 13, 14 or refer 15(d) of the 1934 Act a reasonable amount of time prior to any proposed free writing prospectus filing, and to which you reasonably objectpromptly notify the Managers of such filing. (e) Not to take any action that would result in the Underwriters or If the Partnership being required to file with receives from the Commission a notice pursuant to Rule 433(d401(g)(1) under the Securities 1933 Act or otherwise ceases to be eligible to use a free writing prospectus prepared by Form S-3 registration statement, the Partnership will promptly notify the Managers and the Partnership will not give any Manager instructions to sell Units under this Agreement until such time as the Partnership is again eligible to use a Form S-3 registration statement for such purpose. References herein to the Registration Statement relating to the Units shall include such new registration statement or on behalf of post-effective amendment, as the Underwriters that the Underwriters otherwise would not have been required to file thereundercase may be. (f) If immediately prior to the Time third anniversary (the “Renewal Deadline”) of Sale the initial effective date of the Registration Statement, any of the Units remain unsold by the Managers, the Partnership will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new shelf registration statement relating to the Units, in a form reasonably satisfactory to the Managers, and use its commercially reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. (g) To promptly notify the Managers of the happening of any event that could require the making of any change in the Prospectus is then being used to solicit offers to buy the Securities at a time when so that the Prospectus is would not yet available include an untrue statement of material fact or omit to prospective purchasers state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and, subject to Section 4(b) and Section 4(d), to prepare and furnish, at the Partnership’s expense, to the Managers promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; and to promptly notify the Managers of the happening of any event shall occur or condition exist as a result that could require the making of which it is necessary to amend or supplement the Time of Sale any change in any Permitted Free Writing Prospectus so that such Permitted Free Writing Prospectus would not conflict with information contained in the Time of Sale Registration Statement, the Prospectus will or documents incorporated by reference therein or so that such Permitted Free Writing Prospectus would not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and, subject to Section 4(b) and Section 4(d), to prepare and furnish, at the Partnership’s expense, to the Managers promptly such amendments or so that the Prospectus, supplements to such Permitted Free Writing Prospectus as amended may be necessary to eliminate any such conflict or supplemented, will comply with lawreflect any such change. (h) To endeavor furnish such information as may be required and otherwise to qualify cooperate in qualifying the Securities Units for offer offering and sale under the securities or Blue Sky blue sky laws of such states or other jurisdictions within as any Manager may designate and to maintain such qualifications in effect so long as required for the United States and its territories as you shall reasonably requestdistribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign corporation or to do business consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise each Manager of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction where it is not now so qualified or take the initiation or threatening of any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjectproceeding for such purpose. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its security holders holders, and to you deliver to the Managers, an earnings statement for of the purpose of, and to provide Partnership (which will satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and ▇▇▇▇ ▇▇▇) covering a period of twelve months beginning after the Securities Act Regulationseffective date of the Registration Statement (as defined in Rule 158(c) of the ▇▇▇▇ ▇▇▇) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in Rule 158(c) under the 1933 Act). (j) Through To apply the Closing Datenet proceeds from the sale of the Units in the manner set forth under the caption “Use of proceeds” in the Prospectus Supplement. (k) Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, or permit the registration under the 1933 Act of, any Common Units or any other securities of the Partnership that are substantially similar to the Common Units (“Similar Securities”) or any securities convertible into or exchangeable or exercisable for Common Units or Similar Securities (including without limitation, any options, warrants or other rights to purchase Common Units or Similar Securities), in each case, at any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with any Manager any instructions to sell the Units but such instructions have not been fulfilled or cancelled. Notwithstanding the foregoing, the Partnership may (i) register the offer and sale of the Units through a Manager pursuant to this Agreement; (ii) file a registration statement on Form S-8 relating to Common Units that may be issued pursuant to equity compensation plans existing as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the 1934 Act; (iii) issue securities under the Partnership’s equity compensation plans existing as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the 1934 Act; and (iv) issue Common Units upon the exercise of securities (including long term incentive plan awards, options and warrants) outstanding as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the 1934 Act or issued after the date of this Agreement under equity compensation plans described in clause (iii) of this sentence. In the event that notice of a proposed sale is provided by the Partnership pursuant to this Section 4(k), any Manager may suspend activity under this Agreement for such period of time as may be requested by the Partnership or as may be deemed appropriate by such Manager. (l) Not to, at any time at or after the execution of this Agreement, offer or sell any Units by means of any “prospectus” (within the meaning of the 1933 Act), or use any “prospectus” (within the meaning of the ▇▇▇▇ ▇▇▇) in connection with the offer or sale of the Units, in each case other than the Prospectus or a Permitted Free Writing Prospectus. (m) The Partnership will not, without and will cause its Subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the sale or resale of the Units. (n) To use its best efforts to cause the Common Units to be listed on the NYSE and to maintain such listing. (o) To advise the Managers immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Managers pursuant to Section 6 herein. (p) Upon commencement of the offering of the Units under this Agreement, and each time that (i) offer, pledge, sell, contract to sell, sell any option the Registration Statement or contract to purchase, purchase any option the Prospectus shall be amended or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose supplemented (other than by the filing with the Commission of any debt securitiesdocument incorporated by reference therein, which shall be subject to the provisions of subclause (ii) enter below, and other than a prospectus supplement filed pursuant to Rule 424(b) under the 1933 Act relating solely to the offering of securities other than the Units); (ii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K, unless any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, Manager shall otherwise reasonably request); or (iii) file with the Commission a registration statement, prospectus or prospectus supplement Managers may reasonably request (the date of commencement of the offering of the Units under the Securities Act relating this Agreement and each date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii) or and (iii) above, each a “Representation Date”), whether any such transaction described in clauses (i) to furnish or (ii) above is cause to be settled by furnished to the Managers forthwith a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice President of the General Partner (or persons holding similar positions, as applicable) and of the Chief Financial Officer or Chief Accounting Officer of the General Partner (or persons holding similar positions, as applicable), dated and delivered as of the Representation Date, in form satisfactory to the Managers to the effect that the statements contained in the certificate referred to in Section 6(h) of this Agreement which was last furnished to the Managers are true and correct as of such Representation Date as though made at and as of such date (except that such certificate shall state that such statements shall be deemed modified to incorporate the disclosures contained in the Registration Statement and the Prospectus and to all Permitted Free Writing Prospectuses, in each case as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(h), modified as necessary to relate to the Registration Statement and the Prospectus and to all Permitted Free Writing Prospectuses, in each case as amended and supplemented to the time of delivery of debt securitiessuch certificate. (q) At each Representation Date, to furnish or cause to be furnished forthwith to the Managers a written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Partnership (“Partnership Counsel”), or other counsel satisfactory to the Managers, dated and delivered as of such Representation Date, in cash form and substance satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(c) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus and to all Permitted Free Writing Prospectuses, in each case as amended and supplemented to the time of delivery of such opinion. (r) At each Representation Date, to furnish or otherwise.cause to be furnished forthwith to the Managers a written opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel to the General Partner (“General Counsel”), or other counsel satisfactory to the Managers, dated and delivered as of such Representation Date, in form and substance satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(d) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus and to any Permitted Free Writing Prospectuses, in each ca

Covenants of the Partnership. The Partnership covenants with the Underwriters as follows: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority governmental authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Partnership will make every reasonable effort to prevent the issuance of any such order and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object. (e) Not to take any action that would result in the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (h) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States and its territories as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders and to you an earnings earning statement for the purpose of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and the Securities Act Regulationsrules and regulations of the Commission thereunder. (j) Through the Closing Date, the Partnership will not, without the prior written consent of the Managers, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities, (ii) enter into any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii), whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of debt securities, in cash or otherwise, except for the filing of a registration statement, prospectus or prospectus supplement pursuant to that certain Registration Rights Agreement, dated as of February 6, 2007, among Boston Properties Limited Partnership, Boston Properties, Inc., J.▇. ▇▇▇▇▇▇ Securities Inc. and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated.

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followseach Manager: (a) The Partnership, subject To notify the Managers promptly of the time on or after the date of this Agreement when any amendment or supplement to Section 5(b), will comply the Registration Statement or Prospectus has been filed or become effective or the Prospectus or any supplement to any of the foregoing has been filed; to prepare and file with the requirements Commission, promptly upon any Manager’s request, any amendments or supplements to the Registration Statement, the Base Prospectus or the Prospectus that, in such Manager’s reasonable opinion, may be necessary or advisable in connection with the offering of the Units by such Manager; and to cause the Base Prospectus, the Prospectus Supplement and the Prospectus and each amendment or supplement to the Base Prospectus, the Prospectus Supplement or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 430A 424(b) under the Securities Act or (without reliance on Rule 430B under 424(b)(8)) or, in the Securities case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, as applicablewithin the time period prescribed. (b) To promptly advise the Managers, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice confirming such advice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from suspension of any Manager’s obligations under Rule 15c2-8 under the Commission, (iii) of Exchange Act or any request by the Commission for any amendment amendments or supplements to the Registration Statement Statement, the Base Prospectus or any amendment or supplement to the Prospectus (in each case including, without limitation, any Incorporated Document) or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the and, use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every its reasonable effort efforts to prevent the issuance of any order referred to in clause (iv) of the preceding sentence such stop order, and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use its reasonable best efforts to obtain the lifting thereof at or removal of such order as soon as possible, including, if necessary, by filing an amendment to the earliest possible moment. The Partnership will Registration Statement or a new registration statement and using its reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable; to promptly effect advise the filings necessary Managers of any proposal to amend or supplement the Registration Statement, the Base Prospectus or the Prospectus (other than any amendment or supplement to be effected by the Partnership’s filing of a report, document or proxy or information statement pursuant to Rule 424(bSections 13, 14 or 15(d) under of the Securities Act Exchange Act, which shall be subject to the provisions of clause (2) of Section 4(d) below), and will take to provide the Managers and their counsel copies of any such steps as it deems necessary documents for review and comment a reasonable amount of time prior to ascertain promptly whether any proposed filing and not to file or use any such amendment or supplement (other than any prospectus supplement relating to the form offering of prospectus transmitted for filing under Rule 424(bother securities (including, without limitation, the Common Units)) under the Securities Act was received for filing by the Commission and, to which any Manager shall have reasonably objected in the event that it was not, it will promptly file such prospectuswriting. (bc) To make available to each Manager, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to youeach Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the Effective Date of the Registration Statement) as such Manager may request for the purposes contemplated by the Securities Act; in case any Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the ProspectusSecurities Act or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S‑K under the Securities Act, the Partnership will prepare, at its expense, such amendment or amendments to the Registration Statement and the Prospectus as you may reasonably requestbe necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act or Item 512(a) of Regulation S‑K under the Securities Act, as the case may be. (c1) Before amending or supplementing the Registration Statement, the Time Subject to clause (2) of Sale Prospectus or the Prospectus during the period mentioned in this Section 5(g) below4(d), to furnish file promptly all reports and documents and any preliminary or definitive proxy or information statement required to you be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units; and (2) to provide ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP for its review and comment, on behalf of the Managers, with a copy of each such any reports and statements and other documents to be filed by the Partnership pursuant to Section 13, 14 or 15(d) of the Exchange Act a reasonable amount of time prior to any proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably objectfiling, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to no such Rule. (d) During the period mentioned in Section 5(g) belowreport, to furnish to you a copy of each proposed free writing prospectus to be prepared by statement or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus document to which you ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP shall have reasonably objectobjected in writing, and to promptly notify ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP of such filing. (e) Not To pay the fees applicable to take any action that would result the Registration Statement in the Underwriters or the Partnership being required to file connection with the Commission pursuant to Rule 433(d) offering of the Units under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunderAct. (f) If the Time Partnership receives a notice from the Commission or otherwise ceases to be eligible to use Form S-3, the Partnership will promptly notify each Manager, and the Partnership will not give any Manager instructions to sell Units under this Agreement until such time as the Partnership is again eligible to use Form S-3 for such purpose. (g) If immediately prior to the third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial Effective Date of the Registration Statement, any of the Units remain unsold by the Managers, the Partnership will, prior to the Renewal Deadline, file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form satisfactory to the Prospectus is not yet available Managers and will use its reasonable best efforts to prospective purchasers cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable best efforts to take all other action necessary or appropriate to permit the public offering and any event sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall occur or condition exist as a result of which include such new shelf registration statement. (h) If it is shall be necessary to amend the Registration Statement or file a new registration statement or a supplement to the Time of Sale Prospectus so that the Time of Sale Prospectus will then being used would not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus in order to comply with applicable lawthe Securities Act or the Exchange Act or the respective rules and regulations thereunder, forthwith to prepareincluding in connection with use or delivery of the Prospectus, the Partnership promptly will (i) notify each Manager of any such event, (ii) prepare and file with the Commission Commission, subject to compliance with Section 4(a), (b) and furnish(d) hereof, at an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its own expense, reasonable efforts to have any amendment to the Underwriters and to any dealer upon request, either amendments Registration Statement or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus new registration statement declared effective as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary soon as practicable in order to make the statements therein, avoid any disruption in light use of the circumstances under which they were made, not misleading, or so that Prospectus and (iv) supply any supplemented Prospectus to the Time of Sale Prospectus, Managers in such quantities as amended or supplemented, will comply with applicable lawany Manager may reasonably request. (gi) If, during To furnish such period after information as may be required and otherwise to cooperate in qualifying the first date Units for offering and sale under the securities or blue sky laws of such states or other jurisdictions as any Manager may designate and to maintain such qualifications in effect so long as required for the distribution of the public Units; provided, however, that the Partnership shall not be required to qualify as a foreign limited partnership or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Securities Units); and to promptly advise each Manager of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (j) To make generally available to its securityholders, and to deliver to each Manager, an earnings statement (as the Prospectus (or in lieu thereof, the notice referred to defined in Rule 173(a158(c) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under Partnership (which they were made, not misleading, or if it is necessary to amend or supplement will satisfy the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (h) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States and its territories as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders and to you an earnings statement for the purpose of, and to provide the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and Act) covering a period of twelve months beginning after the Effective Date of the Registration Statement (as such date is defined in Rule 158(c) under the Securities Act RegulationsAct) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the Effective Date of the Registration Statement (as such date is defined in Rule 158(c) under the Securities Act). (jk) Through To apply the Closing DateNet Proceeds in the manner set forth under the caption “Use of Proceeds” in the Prospectus. (l) At any time that (A) sales of the Units have been made by a Manager but not settled or (B) at any time the Partnership has outstanding with any Manager any instructions to sell the Units but such instructions have not been fulfilled, suspended or cancelled, the Partnership will not, without giving such Manager (excluding, for the avoidance of doubt, any Managers hereunder that do not fall under clauses (A) or (B) in this Section 4(l)) at least one Business Day prior written consent notice specifying the nature of the proposed transaction and the date of the proposed transaction, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, or permit the registration under the Securities Act of, any Common Units or any other securities of the Partnership that are substantially similar to Common Units (“Similar Securities”) or any securities convertible into or exchangeable or exercisable for Common Units or Similar Securities (including without limitation, any options, warrants or other rights to purchase Common Units or Similar Securities), or publicly announce an intention to effect any such transaction. Notwithstanding the foregoing, the Partnership may (i) register the offer and sale of the Units through any Manager pursuant to this Agreement or any Terms Agreement; (ii) file registration statements on Form S‑8 relating to Common Units that may be issued pursuant to the equity compensation plans described in clause (iii) of this sentence; (iii) issue securities (including Common Units and Similar Securities) under the Energy Transfer Equity, L.P. Long-Term Incentive Plan (as amended, restated or otherwise modified from time to time), the LE GP, LLC Outside Director Compensation Policy (as amended, restated or otherwise modified from time to time) and any other equity compensation plan or arrangement that may be adopted by the Partnership or the General Partner from time to time in accordance with applicable law and the NYSE listing standards; (iv) issue Common Units upon the conversion of the Series A Convertible Preferred Units; and (v) issue and sell Common Units pursuant to any distribution reinvestment program adopted by the Partnership in the future. In the event that notice of a proposed sale is provided by the Partnership to any Manager pursuant to this Section 4(l), such Manager may suspend activity under this Agreement for such period of time as may be requested by the Partnership or as may be deemed reasonably appropriate by such Manager. The Partnership agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Units under this Agreement or any alternative equity distribution agreement shall be effected by or through only one Manager, alternative manager or sales agent on any single given day, and the Partnership shall in no event request that more than one of the Managers, alternative manager or sales agent sell Units on the same day. (m) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (n) Not, and to cause its Subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (o) To use its reasonable best efforts to effect the listing of the Units on the NYSE, subject to notice of issuance. The Partnership shall cooperate with each Manager and use its reasonable efforts to permit the Units to be eligible for clearance and settlement through the facilities of DTC. (p) To advise each Manager immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document which has been previously provided to the Managers pursuant to Section 6 herein. (q) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension of sales hereunder), and each time that (i) offer, pledge, sell, contract to sell, sell any option the Registration Statement or contract to purchase, purchase any option the Prospectus shall be amended or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose supplemented (other than by the filing with the Commission of any debt securitiesdocument incorporated by reference therein, which shall be subject to the provisions of subclause (ii) below, and other than a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act relating solely to the offering of securities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8‑K, in whole or in part, any of unless the economic consequence of ownership of the SecuritiesManagers shall otherwise reasonably request), or (iii) file with the Commission a registration statement, prospectus or prospectus supplement Managers may reasonably request (the date of commencement of the offering of the Units under the Securities Act relating this Agreement and each date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii) or and (iii) above, each a “Representation Date”), whether any such transaction described in clauses (i) to furnish or (ii) above is cause to be settled by furnished to the Managers forthwith a certificate of two of the General Partner’s executive officers, dated and delivered the Representation Date, in form satisfactory to the Managers to the effect that the statements contained in the certificate referred to in Section 6(g) of this Agreement which was last furnished to the Managers are true and correct as of such Representation Date as though made at and as of such date (except that such certificate shall state that such statements shall be deemed to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(g), modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of debt securitiessuch certificate. (r) At each Representation Date, to furnish or cause to be furnished forthwith to the Managers a written opinion, a negative assurance letter and an opinion regarding certain tax matters of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Partnership (“Partnership Counsel”), or other counsel satisfactory to the Managers, dated and delivered as of such Representation Date, in cash or otherwise.form and substance satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(c) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of

Covenants of the Partnership. The Partnership covenants agrees with each of the Underwriters as followsManagers: (a) The Partnership, subject During any period in which a prospectus relating to Section 5(b), will comply with the requirements of Rule 430A Units is required to be delivered under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 430B under 172 of the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, Rules and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, Regulations or any supplement similar rule), to advise the Prospectus or any amended Prospectus shall have been filed, (ii) Managers promptly of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Registration Statement or the Prospectus which is proposed to be filed (other than any amendment or supplement which does not relate to the sale of the Units and not including any report or document which is the subject of Section 4(d) hereof) and to provide the Managers reasonable opportunity to review the same; and to cause each amendment or supplement to the Base Prospectus or for additional information and (ivthe Prospectus relating to the sale of the Units to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the issuance Rules and Regulations. (b) As soon as it is advised thereof, to advise the Managers of the (i) initiation or threatening by the Commission of any stop proceedings for the issuance of any order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of the Prospectus, (ii) receipt by it or any preliminary prospectusrepresentative or attorney of it of any other communication from the Commission relating to the Partnership, the Registration Statement or the Prospectus, or of the (iii) suspension of the qualification of the Securities Units for offering or sale in any jurisdiction, jurisdiction or of the initiation institution or threatening of any proceedings proceeding for any of such purposespurpose. The Partnership will make every reasonable effort to prevent the issuance of any an order referred to in clause (iv) suspending the effectiveness of the preceding sentence andRegistration Statement, or the use of the Prospectus, and if any such order is issued, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusthereof. (bc) To make available to the Managers, as soon as practicable after the date of this Agreement, and thereafter from time to time to furnish to youthe Managers, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the date of this Agreement) as the Managers may request for the purposes contemplated by the Securities Act; in case any Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 of the ProspectusRules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement as you may reasonably request. (cis required pursuant to Item 512(a) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) Regulation S-K under the Securities Act, the Partnership will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act any prospectus required to be filed pursuant to such Ruleor Item 512(a) of Regulation S-K under the Securities Act, as the case may be. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus To file promptly all reports and documents and any preliminary or definitive proxy or information statement required to be prepared by or on behalf of, used by, or referred to filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule) in connection with any sale of the Units; and during any such period that a prospectus is required to be delivered in connection with any sale of the Units, to promptly notify (to the extent not otherwise publicly available on the Commission’s website) the Managers of the filing of such reports and statements and other documents required to use be filed by the Partnership pursuant to Section 13, 14 or refer to any proposed free writing prospectus to which you reasonably object15(d) of the Exchange Act. (e) Not to take If at any action that would result in time when Units remain unsold by the Underwriters or Managers, the Partnership being required to file with receives from the Commission pursuant a notice or otherwise ceases to Rule 433(d) be eligible to use Form S-3, the Partnership will promptly notify the Managers, and the Partnership will not give any Manager instructions to sell Units under this Agreement until such time as the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required Partnership is again eligible to file thereunderuse Form S-3 for such purpose. (f) If immediately prior to the Time third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial effective date of the Registration Statement, any of the Units remain unsold by the Managers, the Partnership will, prior to the Renewal Deadline, file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form reasonably satisfactory to the Prospectus Managers and will use its reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable efforts to take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include such new shelf registration statement. (g) During any period in which a prospectus is not yet available required to prospective purchasers be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule) in connection with any sale of Units, if any event shall occur or condition exist occurs as a result of which it is necessary to amend the Prospectus as then amended or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not supplemented would include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or and, if for any reason it is shall be necessary during such same period to amend the Registration Statement or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable lawthe Securities Act or file any document which will be deemed an Incorporated Document in order to comply with the Exchange Act and the rules and regulations thereunder, to promptly notify the Managers to suspend solicitation of purchases of the Units and forthwith upon receipt of such notice, each Manager shall suspend its solicitation of purchases of the Units and shall cease using the Prospectus; and if the Partnership shall decide to prepareamend or supplement the Registration Statement or the Prospectus, it will promptly advise the Managers and will promptly prepare and file with the Commission an amendment or supplement to the Registration Statement or the Prospectus which will correct such statement or omission or effect such compliance, will advise the Managers when the Managers are free to resume such solicitation and furnishwill prepare and furnish to the Managers as many copies as the Managers may reasonably request of such amendment or supplement; and in case the Managers are required to deliver under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule), a prospectus relating to the Units after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Securities Act, upon the request of the Managers, and at its own expense, to the Underwriters prepare and deliver to the dealers (whose names and addresses you will furnish to Managers as many copies as the Partnership) to which Securities Managers may have been sold by you on behalf request of the Underwriters and to any other dealers upon request, either amendments an amended Registration Statement or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement prospectus complying with Item 512(a) of a material fact Regulation S-K or omit to state a material fact necessary in order to make the statements therein, in light Section 10(a)(3) of the circumstances under which they were made, not misleading or so that the ProspectusSecurities Act, as amended or supplemented, will comply with lawthe case may be. (h) To endeavor cooperate with the Managers in qualifying and to qualify use its reasonable efforts to cooperate in maintaining in effect such qualification of the Securities Units for offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions within as the United States and its territories as you shall Managers may reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or qualified, to take any action that which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the ProspectusUnits, in any jurisdiction where it is not now so subject, to qualify in any jurisdiction as a broker-dealer or to subject itself to any taxing authority where it is not now so subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its the Partnership’s security holders and to you the Managers an earnings statement for which satisfies the purpose of, and to provide the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules and Regulations) as soon as is reasonably practicable after the Securities Act termination of such twelve month period but not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules and Regulations). (j) Through Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Units or securities convertible into or exchangeable or exercisable for the Closing DateCommon Units or warrants or other rights to purchase the Common Units or any other securities of the Partnership that are substantially similar to the Common Units or permit the registration under the Act of any Common Units, in each case, at any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with any Manager any instructions to sell the Units but such instructions have not been fulfilled or cancelled. Notwithstanding the foregoing, the Partnership may: (i) register, offer and sell the Units through the Managers pursuant to this Agreement; (ii) consummate transactions for the acquisition of assets, businesses or the capital stock or other ownership interests of businesses in exchange for Common Units or any securities substantially similar to, convertible into or exchangeable or exercisable for Common Units; (iii) file a registration statement on Form S-8 relating to Common Units that may be issued pursuant to any employee benefit plans, qualified options plans or other employee compensation plans; (iv) issue securities under the Partnership’s equity compensation plans described in the Partnership’s reports filed with the Commission under the Exchange Act, including the EPD Unit Purchase Plan or any employee benefit plans, qualified options plans or other employee compensation plans; (v) issue securities pursuant to the Partnership’s DRIP or any outstanding options, rights or warrants described in the Prospectus; and (vi) file a “universal” shelf registration statement with respect to the Partnership’s debt or Common Units for the purpose of increasing the capacity under or replacing the Partnership’s then existing “universal” shelf registration statement. (k) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (l) The Partnership will not, without and will cause its subsidiaries not to, take any action that is designed to or that constitutes or that might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the offer or sale of the Units. (m) To ensure that prior to instructing any Manager to sell Units the Partnership shall have obtained all necessary authority from the Board of Directors of the General Partner for the offer and sale of such Units, free of preemptive rights and to use all reasonable efforts to effect the listing of the Units on the NYSE, subject to notice of issuance, and to maintain such listing. (n) Upon commencement of the offering of the Units under this Agreement, and each time that (i) offer, pledge, sell, contract the Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to sell, sell subclause (ii) below and other than any option or contract prospectus supplement filed pursuant to purchase, purchase any option or contract Rule 424(b) of the Rules and Regulations relating solely to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose the offering of any debt securitiessecurities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K, unless any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, Manager shall otherwise reasonably request) or (iii) file with the Commission Units are delivered to a registration statement, prospectus or prospectus supplement under the Securities Act relating particular Manager as principal on a Settlement Date (each such date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii) or and (iii) above, a “Representation Date”), whether any to furnish or cause to be furnished to the Managers (or, in the case of subclause (iii) above, such transaction Manager) forthwith a certificate dated and delivered the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or the relevant Settlement Date, as the case may be, in form reasonably satisfactory to the Managers (or, in the case of subclause (iii) above, such Manager) to the effect that the statements contained in the certificate referred to in Section 6(f) of this Agreement which were last furnished to the Managers (or, in the case of subclause (iii) above, such Manager) are true and correct at the time of such amendment, supplement, filing or delivery, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (o) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or cause to be furnished forthwith to the Managers (or, in the case of a Representation Date of the type described in clauses (iSection 4(n)(iii), such Manager) or to counsel to the Managers (iior, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) above is a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Partnership, or other counsel satisfactory to the Managers (or, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) (“Partnership Counsel”), dated and delivered as of such Representation Date, substantially to the effect as set forth in Exhibit A hereto, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. (p) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or cause to be settled by furnished forthwith to the Managers (or, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) or to counsel to the Managers (or, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) a written opinion of ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Deputy General Counsel of the General Partner, or such other counsel satisfactory to the Managers (or, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager), dated and delivered as of such Representation Date, substantially to the effect as set forth in Exhibit B hereto, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of debt securitiessuch opinion; provided, however, that in lieu of such opinion for subsequent Representation Dates, counsel may furnish to the Managers (or, in cash or otherwise.the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) a reliance letter to the effect that the Managers (or, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) may rely on a prior opinion delivered under this

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followseach Manager: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will To notify the Underwriters promptly, and confirm Managers promptly of the notice in writing, (i) time on or after the date of this Agreement when the Registration Statement or any post-effective amendment to the Registration Statement shall has been filed or become effective, effective or when the Base Prospectus or any supplement to any of the foregoing has been filed; to prepare and file with the Commission, promptly upon any Manager’s request, any amendments or supplements to the Registration Statement or the Base Prospectus that, in such Manager’s reasonable opinion, may be necessary or advisable in connection with the offering of the Units by such Manager; and to cause the Base Prospectus, the Prospectus Supplement and the Prospectus and each amendment or any amended supplement to the Base Prospectus, the Prospectus shall have been filed, (iiSupplement or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the receipt Securities Act (without reliance on Rule 424(b)(8)) or, in the case of any comments from Incorporated Document, to be filed with the CommissionCommission as required pursuant to the Exchange Act, within the time period prescribed. (iiib) To promptly advise the Managers, confirming such advice in writing, of any suspension of any Manager’s obligations under Rule 15c2-8 under the Exchange Act or any request by the Commission for any amendment amendments or supplements to the Registration Statement or the Base Prospectus (in each case including, without limitation, any amendment or supplement to the Prospectus Incorporated Document) or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the and, use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every its reasonable effort best efforts to prevent the issuance of any order referred to in clause (iv) of the preceding sentence such stop order, and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use its reasonable best efforts to obtain the lifting thereof at or removal of such order as soon as possible, including, if necessary, by filing an amendment to the earliest possible moment. The Partnership will Registration Statement or a new registration statement and using its reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable; to promptly effect advise the filings necessary Managers of any proposal to amend or supplement the Registration Statement or the Base Prospectus (other than any amendment or supplement to be effected by the Partnership’s filing of a report, document or proxy or information statement pursuant to Rule 424(bSections 13, 14 or 15(d) under of the Securities Act Exchange Act, which shall be subject to the provisions of clause (ii) of Section 4(d) below), and will take to provide the Managers and their counsel copies of any such steps as it deems necessary documents for review and comment a reasonable amount of time prior to ascertain promptly whether any proposed filing and not to file or use any such amendment or supplement (other than any prospectus supplement relating to the form offering of prospectus transmitted for filing under Rule 424(bother securities (including, without limitation, the Common Units)) under the Securities Act was received for filing by the Commission and, to which any Manager shall have reasonably objected in the event that it was not, it will promptly file such prospectuswriting. (bc) To make available to each Manager, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to youeach Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as such Manager may request for the purposes contemplated by the Securities Act; in case any Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the ProspectusSecurities Act or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement as you may reasonably request. (cis required pursuant to Item 512(a) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) Regulation S-K under the Securities Act, the Partnership will prepare, at its expense, such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act any prospectus required to be filed pursuant to such Ruleor Item 512(a) of Regulation S-K under the Securities Act, as the case may be. (d) During the period mentioned in (i) Subject to clause (ii) of this Section 5(g) below4(d), to furnish file promptly all reports and documents and any preliminary or definitive proxy or information statement required to you be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units; and (ii) upon the Managers’ request, to provide ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, for its review and comment, on behalf of the Managers, with a copy of each proposed free writing prospectus any reports and statements and other documents to be prepared by or on behalf of, used by, or referred to filed by the Partnership and not pursuant to use Section 13, 14 or refer 15(d) of the Exchange Act a reasonable amount of time prior to any proposed free writing prospectus filing, and to file no such report, statement or document to which you ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP shall have reasonably objectobjected in writing unless, in the judgment of counsel to the Partnership, such filing is required by law, and to promptly notify ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP of such filing. (e) Not To pay the fees applicable to take any action that would result the Registration Statement in the Underwriters or the Partnership being required to file connection with the Commission pursuant to Rule 433(d) offering of the Units under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunderAct. (f) If the Time Partnership receives a notice from the Commission or otherwise ceases to be eligible to use Form S-3, the Partnership will promptly notify each Manager and the Partnership will not give any Manager instructions to sell Units under this Agreement until such time as the Partnership is again eligible to use Form S-3 for such purpose. (g) If immediately prior to the third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial effective date of the Registration Statement, any of the Units remain unsold by the Managers, the Partnership will, prior to the Renewal Deadline file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form satisfactory to the Prospectus is not yet available Managers and will use its reasonable best efforts to prospective purchasers cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable best efforts to take all other action necessary or appropriate to permit the public offering and any event sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall occur or condition exist as a result of which include such new shelf registration statement. (h) If it is shall be necessary to amend the Registration Statement or file a new registration statement or a supplement to the Time of Sale Prospectus so that the Time of Sale Prospectus will then being used would not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or if it is necessary and, subject to amend or supplement the Time of Sale Prospectus to comply with applicable lawSection 4(b) and Section 4(d), forthwith to prepare, file with the Commission and furnish, at its own the Partnership’s expense, to the Underwriters each Manager promptly such amendments or supplement to such Prospectus as may be necessary to reflect any such change, and to promptly notify the Managers of any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable lawsuch event. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (hi) To endeavor furnish such information as may be required and otherwise to qualify cooperate in qualifying the Securities Units for offer offering and sale under the securities or Blue Sky blue sky laws of such states or other jurisdictions within as any Manager may designate and to maintain such qualifications in effect so long as required for the United States and its territories as you shall reasonably requestdistribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign limited partnership or to do business consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise each Manager of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction where it is not now so qualified or take the initiation or threatening of any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjectproceeding for such purpose. (ij) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its security holders securityholders, and to you deliver to each Manager, an earnings statement for of the purpose of, and to provide Partnership (which will satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Securities Act RegulationsAct) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in Rule 158(c) under the Securities Act). (jk) Through To apply the Closing Datenet proceeds from the sale of the Units in the manner set forth under the caption “Use of Proceeds” in the Prospectus. (l) At any time that (A) sales of the Units have been made by a Manager but not settled or (B) at any time the Partnership has outstanding with any Manager any instructions to sell the Units but such instructions have not been fulfilled, suspended or cancelled, the Partnership will not, without giving such Manager (excluding, for the avoidance of doubt, any Managers hereunder that do not fall under clauses (A) or (B) in this Section 4(l)) at least one (1) Business Day prior written consent notice specifying the nature of the proposed transaction and the date of the proposed transaction, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, or permit the registration under the Securities Act of, any Common Units or any other securities of the Partnership that are substantially similar to Common Units (“Similar Securities”) or any securities convertible into or exchangeable or exercisable for Common Units or Similar Securities (including without limitation, any options, warrants or other rights to purchase Common Units or Similar Securities), or publicly announce an intention to effect any such transaction. Notwithstanding the foregoing, the Partnership may (i) register the offer and sale of the Units through any Manager pursuant to this Agreement or any Terms Agreement; (ii) file registration statements on Form S-8 relating to Common Units that may be issued pursuant to the equity compensation plans described in clause (iii) of this sentence; (iii) issue Common Units pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof; (iii) issue Common Units in connection with any acquisition, provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 4(l); (iv) file registration statements on Form S-3D relating to Common Units that may be issued pursuant to the Partnership’s distribution reinvestment program; or (v) issue and sell Common Units pursuant to the Partnership’s distribution reinvestment program. In the event that notice of a proposed sale is provided by the Partnership to any Manager pursuant to this Section 4(l), such Manager may suspend activity under this Agreement for such period of time as may be requested by the Partnership or as may be deemed reasonably appropriate by such Manager. The Partnership agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Units under this Agreement or any alternative equity distribution agreement shall be effected by or through only one Manager, alternative manager or sales agent on any single given day, and the Partnership shall in no event request that more than one of the Managers, alternative manager or sales agent sell Units on the same day. (m) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (n) The Partnership will not, and will cause its Subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (o) To use its reasonable best efforts to effect the listing of the Units on the NYSE, subject to notice of issuance. The Partnership shall cooperate with each Manager and use its reasonable best efforts to permit the Units to be eligible for clearance and settlement through the facilities of the DTC. (p) To advise each Manager immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Managers pursuant to Section 6 herein. (q) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension of sales hereunder), and each time that (i) offer, pledge, sell, contract to sell, sell any option the Registration Statement or contract to purchase, purchase any option the Prospectus shall be amended or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose supplemented (other than by the filing with the Commission of any debt securitiesdocument incorporated by reference therein, which shall be subject to the provisions of clause (ii) below, and other than a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act relating solely to the offering of securities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8-K, in whole or in part, any of unless the economic consequence of ownership of the SecuritiesManagers shall otherwise reasonably request), or (iii) file with the Commission a registration statement, prospectus or prospectus supplement Managers may reasonably request (the date of commencement (and the date of any recommencement) of the offering of the Units under the Securities Act relating this Agreement and each date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or and (iii) above, each a “Representation Date”), whether any such transaction described in clauses (i) to furnish or (ii) above is cause to be settled by furnished to the Managers, a certificate of two of ETP LLC’s executive officers, dated and delivered as of a date within three (3) Trading Days of each Representation Date (the date of each such delivery, the “Delivery Date”), in form satisfactory to the Managers to the effect that the statements contained in the certificate referred to in Section 6(f) of this Agreement which was last furnished to the Managers are true and correct as of such Delivery Date as though made at and as of such date (except that such certificate shall state that such statements shall be deemed to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(f), modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of debt securitiessuch certificate. (r) At each Delivery Date to furnish or cause to be furnished forthwith to the Managers a written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel to the Partnership (“Partnership Counsel”), or other counsel satisfactory to the Managers, dated the applicable Delivery Date, in cash form and substance satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(c) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Managers with a letter to the effect that the Managers may rely on a prior opinion delivered under this Section 4(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or otherwisesupplemented at such Delivery Date). (s) At each Delivery Date, to furnish or cause to be furnished forthwith to the Managers a

Covenants of the Partnership. The Partnership covenants Parties covenant with the Underwriters each Underwriter as follows: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. (b) To furnish to youthe Representatives, without charge, a five (5) signed copy copies of the Registration Statement (including exhibits thereto thereto) and documents incorporated by referencefor delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to deliver furnish to you the Representatives in Milwaukee, Wisconsin, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein Prospectus and any supplements and amendments thereto or to the Registration Statement as you the Representatives may reasonably request. (cb) Before Within a reasonable time prior to amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) belowProspectus, to furnish to you the Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably the Representatives object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (dc) During the period mentioned in Section 5(g) below, to To furnish to you the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably the Representatives object. (ed) Not to take any action that would result in the Underwriters an Underwriter or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters Underwriter that the Underwriters Underwriter otherwise would not have been required to file thereunder. (e) To advise the Representatives promptly of any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order, suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus; and if the Commission should enter such a stop order, to use its best efforts to obtain the lifting or removal of such order as soon as possible. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities Units at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were madewhen delivered to a prospective purchaser, not misleadingbe misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities Units as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof, thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters an Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under which they were madethe Securities Act) is delivered to a purchaser, not misleading, or if if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you the Representatives will furnish to the Partnership) to which Securities Units may have been sold by you the Representatives on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under which they were madethe Securities Act) is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (h) To endeavor If, at or after the time this Agreement is executed and delivered, it is necessary or appropriate for a post-effective amendment to the Registration Statement to be filed with the Commission and become effective before the Units may be sold, the Partnership will use its best efforts to cause such post-effective amendment or such Registration Statement to be filed and become effective, and will pay any applicable fees in accordance with the Securities Act, as soon as possible; and the Partnership will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing, (i) when such post-effective amendment or such Registration Statement has become effective, and (ii) if Rule 430A or 430B under the Securities Act is used, when the Prospectus is filed with the Commission pursuant to Rule 424(b) under the Securities Act (which the Partnership agrees to file in a timely manner in accordance with such Rules). (i) Promptly to furnish such information or to take such action as the Representatives may reasonably request and otherwise to qualify the Securities Units for offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions within as the United States and its territories as you Representatives shall reasonably request, and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign corporation or to do business file a consent to service of process in any jurisdiction where it is not now so qualified or take any action that would subject it to general (excluding service of process suits, other than those arising out of with respect to the offering or offer and sale of the Securities as contemplated Units); and to promptly advise the Representatives of the receipt by this Agreement and the Prospectus, Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction where it is not now subjector the initiation or threatening of any proceeding for such purpose. (ij) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its the Partnership’s security holders and to you the Representatives as soon as practicable an earnings statement for covering a period of at least twelve months beginning after the purpose ofeffective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), and to provide which shall satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and the Securities Act RegulationsRule 158 thereunder. (jk) Through Except as set forth in this Agreement, during the Closing Dateperiod beginning on and including the date of this Agreement and continuing to and including 60 days after the date of this Agreement, the Partnership will not, and without the prior written consent of ▇▇▇▇▇, the Managers, Partnership will not (i) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Units or any securities convertible into or exercisable or exchangeable for Common Units, except that the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units as payment of any debt securitiespart of the purchase price for businesses that are acquired by the Partnership; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(k) for the remaining term of the 60-day restricted period, (ii) enter into any swap or any other agreement or any transaction arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii)Common Units, whether any such transaction described in clauses clause (i) or (ii) above is to be settled by delivery of debt the Common Units or such other securities, in cash or otherwise, (iii) file any registration statement with the Commission relating to the offering of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii) above. The restrictions contained in the preceding sentence shall not apply to (A) the Units to be sold hereunder, (B) the issuance of Common Units, and options to purchase Common Units pursuant to the Partnership’s option plans under the terms of such plans in effect on the date hereof, provided such options are granted at fair market value and in amounts and with exercise terms consistent with the Partnership’s past practice, or the sale of Common Units pursuant to the Partnership’s Long Term Incentive Plan, or (C) the issuance by the Partnership of Common Units upon the exercise of an option or warrant or the conversion of a security outstanding on the date of this Agreement of which ▇▇▇▇▇ has been advised in writing. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (2) prior to the expiration of the 60-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Partnership shall promptly notify ▇▇▇▇▇ of any earnings release, news or event that may give rise to an extension of the initial 60-day restricted period. (l) To comply with Rule 433(d) under the Securities Act (without reliance on Rule 164(b) under the Securities Act) and with Rule 433(g) under the Securities Act. (m) Not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (n) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act) or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, except in each case other than the Time of Sale Prospectus and the Prospectus. (o) To maintain a transfer agent and, if necessary under the jurisdiction of formation of the Partnership, a registrar for the Common Units. (p) To apply the net proceeds to the Partnership from the sale of the Units in the manner set forth under the caption “Use of Proceeds” in the Prospectus. (q) If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

Covenants of the Partnership. The Partnership covenants with the Underwriters as follows: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority governmental authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Partnership will make every reasonable effort to prevent the issuance of any such order and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object. (e) Not to take any action that would result in the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (h) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States and its territories as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders and to you an earnings earning statement for the purpose of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and the Securities Act Regulationsrules and regulations of the Commission thereunder. (j) Through the Closing Date, the Partnership will not, without the prior written consent of the Managers, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities, (ii) enter into any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii), whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of debt securities, in cash or otherwise, except for the filing of a registration statement, prospectus or prospectus supplement pursuant to that certain Registration Rights Agreement, dated as of February 6, 2007, among Boston Properties Limited Partnership, Boston Properties, Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC.

Covenants of the Partnership. The During the term of this Agreement, the Partnership covenants agrees with the Underwriters as followsManager: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will To notify the Underwriters promptly, and confirm Manager promptly of the notice in writing, (i) time on or after the date of this Agreement when the Registration Statement or any post-effective amendment to the Registration Statement shall has been filed or become effectiveeffective or when the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any supplement to any of the foregoing has been filed to prepare and file with the Commission promptly upon the Manager’s request, any amendments or supplements to the Registration Statement, the Base Prospectus, the Prospectus or any amended Permitted Free Writing Prospectus shall have been filedthat, (iiin the Manager’s reasonable opinion, may be necessary to comply with applicable law in connection with the offering of the Units by the Manager; and to cause the Base Prospectus, the Prospectus Supplement and the Prospectus and each amendment or supplement to the Base Prospectus, the Prospectus Supplement or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the receipt Act (without reliance on Rule 424(b)(8)) or, in the case of any comments from Incorporated Document, to be filed with the CommissionCommission as required pursuant to the Exchange Act, within the time period prescribed; to cause each Permitted Free Writing Prospectus to be filed with the Commission as required by Rule 433 of the Act (iiito the extent such filing is required by such rule) and to retain copies of each Permitted Free Writing Prospectus that is not required to be filed with the Commission in accordance with Rule 433 of the Act. (b) To promptly notify the Manager in writing of any suspension of the Manager’s obligations under Rule 15c2-8 under the Exchange Act or any request by the Commission for any amendment amendments or supplements to the Registration Statement Statement, the Base Prospectus, the Prospectus or any amendment or supplement to the Permitted Free Writing Prospectus (in each case including any Incorporated Document) or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use commercially reasonable efforts to obtain the lifting thereof at or removal of such order as soon as possible; to promptly furnish the earliest possible moment. The Partnership will promptly effect Manager with copies of any proposal to amend or supplement the filings necessary Registration Statement, the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus (other than any amendment or supplement to be effected by the Partnership’s filing of a report, document or proxy or information statement pursuant to Rule 424(bthe Exchange Act, which shall be subject to the provisions of clause (2) under of Section 4(d) below), and to provide the Securities Act Manager and will take its counsel copies of any such steps as it deems necessary documents a reasonable amount of time prior to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusany proposed filing. (bc) To make available to the Manager, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to youthe Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus and each Permitted Free Writing Prospectus (or of Sale Prospectusthe Prospectus or any Permitted Free Writing Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Manager may reasonably request for the purposes contemplated by the Act; in case the Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the ProspectusAct or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Act, the Partnership, upon request of the Manager, will prepare, at the Partnership’s expense, such amendment or amendments to the Registration Statement and the Prospectus as you may reasonably requestbe necessary to permit compliance with the requirements of Section 10(a)(3) of the Act or Item 512(a) of Regulation S-K under the Act, as the case may be. (c1) Before amending Subject to clause (2) of this Section 4(d), to file with the Commission promptly all reports and documents and any preliminary or supplementing definitive proxy or information statement required to be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units pursuant to this Agreement; and (2) so long as a prospectus is required to be delivered as described in clause (1) of this Section 4(d), to provide the Manager with a copy of any reports and statements and other documents to be filed by the Partnership pursuant to Section 13, 14 or 15(d) of the Exchange Act prior to any proposed filing. (e) To promptly notify the Manager of the happening of any event that could reasonably be expected to require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and, subject to Section 4(b) and Section 4(d), to use commercially reasonable efforts to prepare such amendments and supplements as may be necessary to reflect any such change; and to promptly notify the Manager of the happening of any event that could require the making of any change in any Permitted Free Writing Prospectus so that such Permitted Free Writing Prospectus would not conflict with information contained in the Registration Statement, the Time of Sale Prospectus or the Incorporated Documents or so that such Permitted Free Writing Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object. (e) Not to take any action that would result in the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectusand, subject to Section 4(b) and Section 4(d), to use commercially reasonable efforts to prepare such amendments and supplements as amended or supplemented, will comply with lawmay be necessary to reflect any such change. (hf) To endeavor furnish such information as may be required and otherwise to qualify cooperate in qualifying the Securities Units for offer offering and sale under the securities or Blue Sky blue sky laws of such states or other jurisdictions within as the United States Manager may designate and its territories to maintain such qualifications in effect so long as you shall reasonably request; provided that in no event shall the Partnership desires to distribute the Units in such jurisdiction; provided, however, that the Partnership shall not be obligated required to qualify as a foreign corporation or to do business in consent to the service of process under the laws of any such jurisdiction where it is not now so currently qualified or to take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, taxation in any jurisdiction where it is not now subjectcurrently subject to taxation; and to promptly advise the Manager of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (ig) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its security holders and to you the Manager, an earnings statement for of the purpose of, and to provide Partnership (which will satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in Rule 158(c) under the Act). The Manager and the Partnership acknowledge and agree that the Partnership’s normal periodic filings with the Commission pursuant to the Exchange Act may be used to satisfy this obligation to the extent consistent with the requirements set forth herein. (h) To apply the net proceeds from the sale of the Units in the manner set forth under the caption “Use of proceeds” in the Prospectus Supplement. (i) Until the settlement of sale of all Units being offered pursuant to this Agreement, at any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with the Manager any instructions to sell the Units but such instructions have not been fulfilled or cancelled, the Partnership agrees not (i) to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, or (ii) to file a registration statement with respect to, any Class A Common Units or any other securities of the Partnership that are substantially similar to the Class A Common Units (“Similar Securities”) or any securities convertible into or exchangeable or exercisable for Class A Common Units or Similar Securities Act Regulations(including without limitation, any options, warrants or other rights to purchase Class A Common Units or Similar Securities), in each case without giving the Manager at least three Trading Days’ prior written notice; provided, however that the Partnership may issue securities upon exercise or conversion of any of the Partnership’s outstanding securities or rights outstanding on the date hereof. Notwithstanding the foregoing, the Partnership may register the offer and sale of the Units through the Manager pursuant to this Agreement. In the event that notice of a proposed sale is provided by the Partnership pursuant to this Section 4(i), the Manager may suspend activity under this Agreement for such period of time as may be requested by the Partnership or as may be deemed appropriate by the Manager. (j) Through Not, at any time at or after the Closing Dateexecution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Units, in each case other than the Prospectus or a Permitted Free Writing Prospectus. (k) The Partnership will not, without and will cause its subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the sale or resale of the Units. (l) To use commercially reasonable efforts to maintain the listing of the Class A Common Units on the NYSE. (m) To advise the Manager promptly after it shall have received notice or obtain knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Manager pursuant to Section 6 herein that has not been superseded by a subsequent opinion, certificate, letter or other document. (n) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension Period (as defined below)), and each time that (i) offer, pledge, sell, contract to sell, sell any option the Registration Statement or contract to purchase, purchase any option the Prospectus shall be amended or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose supplemented (other than by the filing with the Commission of any debt securitiesdocument incorporated by reference therein, which shall be subject to the provisions of subclause (ii) below, and other than a prospectus supplement filed pursuant to Rule 424(b) under the Act relating solely to the offering of securities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8-K, in whole or in part, any unless the Manager shall otherwise reasonably request after the filing of the economic consequence of ownership of the Securitiessuch Current Report), or (iii) file with the Commission a registration statement, prospectus or prospectus supplement Manager may reasonably request (the date of commencement of the offering of the Units under the Securities Act relating this Agreement and each date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii) or and (iii) above, each a “Representation Date”), whether any such transaction described in clauses (i) to furnish or (ii) above is cause to be settled by furnished to the Manager forthwith a certificate of an executive officer of Enbridge Management, dated and delivered the Representation Date, in form satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 6(g) of this Agreement that was last furnished to the Manager are true and correct as of such Representation Date as though made at and as of such date (except that such certificate shall state that such statements shall be deemed to relate to the Registration Statement, the Prospectus and to all Permitted Free Writing Prospectuses, in each case as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(g), modified as necessary to relate to the Registration Statement, the Prospectus and to all Permitted Free Writing Prospectuses, in each case as amended and supplemented to the time of delivery of debt securitiessuch certificate; provided that the obligation of the Partnership under this subsection (n) shall be deferred for any period that the Partnership has suspended the offering of Units pursuant to Section 3(a)(ii) hereof (each, a “Suspension Period”) and shall recommence upon the termination of such suspension. (o) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension Period), and at each Representation Date, to furnish or cause to be furnished forthwith to the Manager a written opinion of E. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President - Law and Assistant Secretary of Enbridge Management, dated and delivered as of such Representation Date, in cash form and substance satisfactory to the Manager, of the same tenor as the opinion referred to in Section 6(c) of this Agreement, but modified as necessary to relate to the Registration Statement, the Prospectus and all Permitted Free Writing Prospectuses, in each case as amended and supplemented to the time of delivery of such opinion; provided that the obligation of the Partnership under this subsection (o) shall be deferred for any Suspension Period and shall recommence upon the termination of such suspension. (p) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension Period), and at each Representation Date, to furnish or otherwisecause to be furnished forthwith to the Manager a written opinion of Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., counsel for the Partnership, or other counsel satisfactory to the Manager, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager, of the same tenor as the opinion referred to in Section 6(d) of this Agreement, but modified as necessary to relate to the Registration Statement, the Prospectus and all Permitted Free Writing Prospectuses, in each case as amended and supplemented to the time of delivery of such opinion; provided that the obligation of the Partnership under this subsection (p) shall be deferred for any Suspension Period and shall recommence upon the termination of such suspension. (q) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension Period); and at each Representation Date, to furnish or cause to be furnished forthwith to the Manager a written opinion of Steptoe & ▇▇▇▇▇▇▇, special FERC counsel for the Partnership and the Operating Partnership (“FERC Counsel”), or other counsel satisfactory to the Manager, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager, of the same tenor as the opinion referred to in Section 6(e) of this Agreement, but modified as necessary to relate to the Registration Statement, the Prospectus and all Permitted Free Writing Prospectuses, in each case as amended and supplemented to the time of delivery of such opinion; provided

Covenants of the Partnership. The Partnership covenants with the Underwriters as follows: (a) The Partnership, subject to Section 5(b), will comply Legacy Parties jointly and severally covenant and agree with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the several Underwriters promptly, and confirm the notice in writing, that: (i) when The Partnership will timely transmit copies of the Preliminary Prospectus and the Prospectus, and any post-effective amendment amendments or supplements thereto (subject to the provisions of this Section 4), to the Commission for filing pursuant to Rule 424(b) of the 1933 Act Rules and Regulations. (ii) The Partnership will deliver or make available to each of the Underwriters and to counsel for the Underwriters (i) a signed copy of the Registration Statement as originally filed, including copies of exhibits thereto, and of any amendments and supplements to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, and (ii) a signed copy of each consent and certificate included in, or filed as an exhibit to, the Registration Statement as so amended or supplemented; the Partnership will deliver to the Underwriters as soon as practicable after the date of this Agreement as many copies of the receipt of Preliminary Prospectus, the Prospectus and any comments from amendment or supplement thereto as the Commission, (iii) Underwriters may reasonably request for the purposes contemplated by the 1933 Act; the Partnership will promptly advise the Underwriters of any request by of the Commission for any amendment to of the Registration Statement or any amendment or for supplement to the Preliminary Prospectus or the Prospectus or for any additional information information, and (iv) of the issuance by the Commission or any state or other jurisdiction or other regulatory body of any stop order under the 1933 Act or other order suspending the effectiveness of the Registration Statement (as amended or of any order by any Governmental Authority supplemented) or regulatory authority preventing or suspending the use of the Preliminary Prospectus, any preliminary prospectus, Issuer Free Writing Prospectus or of the suspension of Prospectus or suspending the qualification or registration of the Securities for offering or sale in any jurisdiction, or and of the initiation institution or threatening threat of any proceedings for any therefor, of such purposes. The which the Partnership shall have received notice or otherwise have knowledge prior to the completion of the distribution of the Securities; and the Partnership will make every reasonable effort use its best efforts to prevent the issuance of any such stop order referred to in clause (iv) of the preceding sentence or other order and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. . (iii) The Partnership will promptly effect not file any amendment or supplement to the filings necessary Registration Statement, the Prospectus, the Basic Prospectus or Issuer Free Writing Prospectus or any other free writing prospectus (or any other prospectus relating to the Securities filed pursuant to Rule 424(b) under of the Securities 1933 Act Rules and will take Regulations), of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing after being so advised unless the Partnership shall have determined based upon the advice of counsel that such steps as it deems necessary to ascertain promptly whether amendment or supplement is required by law; and the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it Partnership will promptly file such prospectus. (b) To furnish to you, without charge, a signed copy notify the Underwriters after it shall have received notice thereof of the Registration Statement (including exhibits thereto and documents incorporated by reference) and time when any amendment to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus, the Basic Prospectus or the Issuer Free Writing Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment becomes effective or supplement and not to file when any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such RuleBasic Prospectus has been filed. (div) During the period mentioned in Section 5(g) below, when a prospectus relating to furnish to you a copy any of each proposed free writing prospectus the Securities is required to be prepared delivered under the 1933 Act by any Underwriter or on behalf ofdealer, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object. (e) Not to take any action that would result in the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnishcomply, at its own expense, with all requirements imposed by the 1933 Act and the 1933 Act Rules and Regulations, so far as necessary to permit the Underwriters and to any dealer upon request, either amendments continuance of sales of or supplements to the Time of Sale Prospectus so that the statements dealing in the Time of Sale Prospectus Securities during such period in accordance with the provisions hereof and as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make contemplated by the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (gv) If, during such the period after the first date of the public offering when a prospectus relating to any of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered under the 1933 Act by any Underwriter or dealer, (i) any event relating to or affecting the Partnership Entities or of which the Partnership shall be advised in connection with sales writing by the Underwriters or a dealer, any event Representative shall occur or condition exist as a result of which it is necessary to amend which, in the opinion of the Partnership or supplement the counsel for the Underwriters, the Prospectus so that the Prospectus will not include or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinIssuer Free Writing Prospectus, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so then amended or supplemented will not would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that (ii) it shall be necessary to amend or supplement the ProspectusRegistration Statement, as amended the Prospectus or supplemented, will any Issuer Free Writing Prospectus to comply with lawthe 1933 Act, the 1933 Act Rules and Regulations, the 1934 Act or the 1934 Act Rules and Regulations, the Partnership will forthwith at its expense prepare and file with the Commission, and furnish to the Underwriters a reasonable number of copies of, such amendment or supplement or other filing that will correct such statement or omission or effect such compliance. (hvi) To endeavor During the period when a prospectus relating to qualify any of the Securities is required to be delivered under the 1933 Act by any Underwriter or dealer, the Partnership will furnish such proper information as may be lawfully required and otherwise cooperate with the Underwriters in qualifying the Securities for offer and sale under the applicable securities or Blue Sky laws of such states and other jurisdictions within (domestic or foreign) as the United States Representative may designate and its territories will file and make such statements or reports as you shall are or may be reasonably requestnecessary; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign partnership or to do business qualify as a dealer in securities or to file a general consent to service of process under the laws of any jurisdiction where it the Partnership is not now so presently qualified or take any action that where the Partnership would be subject it to general service of process suits, other than those arising out of the offering or sale of the Securities taxation as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjecta foreign entity. (ivii) The Partnership will timely file such reports pursuant to the Exchange 1934 Act as are necessary in order to make generally available to its security holders and to you securityholders as soon as practicable an earnings statement for the purpose purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and the Securities Act Regulations1933 Act. (jviii) Through the Closing Date, the The Partnership will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under “Use of Proceeds.” (ix) The Partnership will use its best efforts to obtain the approval for and maintain the listing of the Securities on the NASDAQ. (x) The Legacy Parties will not, for a period of 45 days from the date of the Prospectus (the “Lock-up Period”), without the prior written consent of the Managers▇▇▇▇▇ Fargo, (idirectly or indirectly: 1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any debt securitiesUnits or any securities convertible into or exercisable or exchangeable for Units, 2) file or cause the filing of any registration statement under the 1933 Act with respect to any Units or any securities convertible into or exercisable or exchangeable for any Units (other than any Rule 462(b) Registration Statement filed to register Securities to be sold to the Underwriters pursuant to this Agreement and registration statements on Form S-8 to register Units or options to purchase Units pursuant to the long-term incentive plan described in clause (2) of the next paragraph, (iior 3) enter into any swap or any other agreement agreement, arrangement or any transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Securitiesany Units or any securities convertible into or exercisable or exchangeable for Units, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect whether any transaction described in clauses (i), (ii1) or (iii), whether any such transaction described in clauses (i) or (ii3) above is to be settled by delivery of debt Units, other securities, in cash or otherwise. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of ▇▇▇▇▇ Fargo: 4) issue Securities to the Underwriters pursuant to this Agreement, 5) issue Units, options to purchase Units and other awards, pursuant to the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan, as such plan is in effect on the date of this Agreement, 6) issue Units upon the exercise of options and other awards outstanding on the date of this Agreement or issued after the date of this Agreement under the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan, as such options and plan are in effect on the date of this Agreement, and 7) issue Units directly to a seller of a business as part of the purchase price if the General Partner determines that such acquisition will increase cash flow from operations on a per unit basis after giving effect to such issuance, provided that the persons receiving Units shall have agreed in writing to be bound by the terms of these lock-up provisions for the remainder of the Lock-up Period. (xi) The Partnership, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Rules and Regulations. (xii) The Partnership agrees that, unless it has obtained or will obtain the prior written consent of the Representative, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Rules and Regulations) required to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433 of the 1933 Act Rules and Regulations; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto and any electronic road show. The Partnership agrees that (x) it has treated and will treat, as the case may be, each Issuer Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Rules and Regulations applicable to any Issuer Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (xiii) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b) of the 1933 Act Rules and Regulations, any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made at such time not misleading, the Partnership will (i) notify the Representative promptly so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission and (iii) supply any amendment or supplement to the Representative in such quantities as the Representative may reasonably request. (xiv) If the Partnership elects to rely on Rule 462(b) of the 1933 Act Rules and Regulations, the Partnership shall both file an Abbreviated Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act Rules and Regulations by the earlier of (i) 10:00 p.m., Houston time, on the date of this Agreement and (ii) the time that confirmations are given or sent, as specified by Rule 462(b)(2). (b) Each of the Underwriters, severally but not jointly, covenant and agree with the Partnership that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Partnership, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Rules and Regulations) required to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433 of the 1933 Act Rules and Regulations; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto and any electronic road show.

Covenants of the Partnership. The Partnership covenants with the Underwriters as follows: (a) The Partnership, subject to Section 5(b), will comply Legacy Parties jointly and severally covenant and agree with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the several Underwriters promptly, and confirm the notice in writing, that: (i) when The Partnership will timely transmit copies of the Preliminary Prospectus and the Prospectus, and any post-effective amendment amendments or supplements thereto (subject to the provisions of this Section 4), to the Commission for filing pursuant to Rule 424(b) of the 1933 Act Rules and Regulations. (ii) The Partnership will deliver or make available to each of the Underwriters and to counsel for the Underwriters (i) a signed copy of the Registration Statement as originally filed, including copies of exhibits thereto, and of any amendments and supplements to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, and (ii) a signed copy of each consent and certificate included in, or filed as an exhibit to, the Registration Statement as so amended or supplemented; the Partnership will deliver to the Underwriters as soon as practicable after the date of this Agreement as many copies of the receipt of Preliminary Prospectus, the Prospectus and any comments from amendment or supplement thereto as the Commission, (iii) Underwriters may reasonably request for the purposes contemplated by the 1933 Act; the Partnership will promptly advise the Underwriters of any request by of the Commission for any amendment to of the Registration Statement or any amendment or for supplement to the Preliminary Prospectus or the Prospectus or for any additional information information, and (iv) of the issuance by the Commission or any state or other jurisdiction or other regulatory body of any stop order under the 1933 Act or other order suspending the effectiveness of the Registration Statement (as amended or of any order by any Governmental Authority supplemented) or regulatory authority preventing or suspending the use of the Preliminary Prospectus, any preliminary prospectus, Issuer Free Writing Prospectus or of the suspension of Prospectus or suspending the qualification or registration of the Securities for offering or sale in any jurisdiction, or and of the initiation institution or threatening threat of any proceedings for any therefor, of such purposes. The which the Partnership shall have received notice or otherwise have knowledge prior to the completion of the distribution of the Securities; and the Partnership will make every reasonable effort use its best efforts to prevent the issuance of any such stop order referred to in clause (iv) of the preceding sentence or other order and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. . (iii) The Partnership will promptly effect not file any amendment or supplement to the filings necessary Registration Statement, the Prospectus, the Basic Prospectus or Issuer Free Writing Prospectus or any other free writing prospectus (or any other prospectus relating to the Securities filed pursuant to Rule 424(b) under of the Securities 1933 Act Rules and will take Regulations), of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing after being so advised unless the Partnership shall have determined based upon the advice of counsel that such steps as it deems necessary to ascertain promptly whether amendment or supplement is required by law; and the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it Partnership will promptly file such prospectus. (b) To furnish to you, without charge, a signed copy notify the Underwriters after it shall have received notice thereof of the Registration Statement (including exhibits thereto and documents incorporated by reference) and time when any amendment to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus, the Basic Prospectus or the Issuer Free Writing Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment becomes effective or supplement and not to file when any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such RuleBasic Prospectus has been filed. (div) During the period mentioned in Section 5(g) below, when a prospectus relating to furnish to you a copy any of each proposed free writing prospectus the Securities is required to be prepared delivered under the 1933 Act by any Underwriter or on behalf ofdealer, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object. (e) Not to take any action that would result in the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnishcomply, at its own expense, with all requirements imposed by the 1933 Act and the 1933 Act Rules and Regulations, so far as necessary to permit the Underwriters and to any dealer upon request, either amendments continuance of sales of or supplements to the Time of Sale Prospectus so that the statements dealing in the Time of Sale Prospectus Securities during such period in accordance with the provisions hereof and as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make contemplated by the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (gv) If, during such the period after the first date of the public offering when a prospectus relating to any of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered under the 1933 Act by any Underwriter or dealer, (i) any event relating to or affecting the Partnership Entities or of which the Partnership shall be advised in connection with sales writing by the Underwriters or a dealer, any event Representatives shall occur or condition exist as a result of which it is necessary to amend which, in the opinion of the Partnership or supplement the counsel for the Underwriters, the Prospectus so that the Prospectus will not include or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinIssuer Free Writing Prospectus, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so then amended or supplemented will not would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that (ii) it shall be necessary to amend or supplement the ProspectusRegistration Statement, as amended the Prospectus or supplemented, will any Issuer Free Writing Prospectus to comply with lawthe 1933 Act, the 1933 Act Rules and Regulations, the 1934 Act or the 1934 Act Rules and Regulations, the Partnership will forthwith at its expense prepare and file with the Commission, and furnish to the Underwriters a reasonable number of copies of, such amendment or supplement or other filing that will correct such statement or omission or effect such compliance. (hvi) To endeavor During the period when a prospectus relating to qualify any of the Securities is required to be delivered under the 1933 Act by any Underwriter or dealer, the Partnership will furnish such proper information as may be lawfully required and otherwise cooperate with the Underwriters in qualifying the Securities for offer and sale under the applicable securities or Blue Sky laws of such states and other jurisdictions within (domestic or foreign) as the United States Representatives may designate and its territories will file and make such statements or reports as you shall are or may be reasonably requestnecessary; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign partnership or to do business qualify as a dealer in securities or to file a general consent to service of process under the laws of any jurisdiction where it the Partnership is not now so presently qualified or take any action that where the Partnership would be subject it to general service of process suits, other than those arising out of the offering or sale of the Securities taxation as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjecta foreign entity. (ivii) The Partnership will timely file such reports pursuant to the Exchange 1934 Act as are necessary in order to make generally available to its security holders and to you securityholders as soon as practicable an earnings statement for the purpose purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and the Securities Act Regulations1933 Act. (jviii) Through the Closing Date, the The Partnership will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under “Use of Proceeds.” (ix) The Legacy Parties will not, for a period of 45 days from the date of the Prospectus (the “Lock-up Period”), without the prior written consent of the ManagersStifel, (idirectly or indirectly: 1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any debt Series A Preferred Units or other substantially similar securities or any securities convertible into or exercisable or exchangeable for Series A Preferred Units or other substantially similar securities, , 2) file or cause the filing of any registration statement under the 1933 Act with respect to any Series A Preferred Units or other substantially similar securities or any securities convertible into or exercisable or exchangeable for any Series A Preferred Units or other substantially similar securities (other than (i) any Rule 462(b) Registration Statement filed to register Securities to be sold to the Underwriters pursuant to this Agreement and (ii) registration statements on Form S-3), or 3) enter into any swap or any other agreement agreement, arrangement or any transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Securities, any Series A Preferred Units or (iii) file with the Commission a registration statement, prospectus other substantially similar securities or prospectus supplement under the Securities Act relating to any debt securities convertible into or exercisable or exchangeable for Series A Preferred Units or other substantially similar securities, or publicly disclose the intention to effect whether any transaction described in clauses (i), (ii1) or (iii), whether any such transaction described in clauses (i) or (ii3) above is to be settled by delivery of debt Series A Preferred Units or other substantially similar securities, other securities, in cash or otherwise. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of Stifel: 1) issue Securities to the Underwriters pursuant to this Agreement, and 2) issue Series A Preferred Units directly to a seller of a business as part of the purchase price if the General Partner determines that such acquisition will increase cash flow from operations on a per unit basis after giving effect to such issuance, provided that the persons receiving Series A Preferred Units shall have agreed in writing to be bound by the terms of these lock-up provisions for the remainder of the Lock-up Period. (x) The Partnership, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Rules and Regulations. (xi) The Partnership agrees that, unless it has obtained or will obtain the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Rules and Regulations) required to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433 of the 1933 Act Rules and Regulations; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto and any electronic road show. The Partnership agrees that (x) it has treated and will treat, as the case may be, each such free writing prospectus consented to, or deemed consented to, by the Representatives as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Rules and Regulations applicable to any such free writing prospectus, including in respect of timely filing with the Commission, legending and record keeping. (xii) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b) of the 1933 Act Rules and Regulations, any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made at such time not misleading, the Partnership will (i) notify the Representatives promptly so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission and (iii) supply any amendment or supplement to the Representatives in such quantities as the Representatives may reasonably request. (xiii) If the Partnership elects to rely on Rule 462(b) of the 1933 Act Rules and Regulations, the Partnership shall both file an abbreviated registration statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act Rules and Regulations by the earlier of (i) 10:00 p.m., Houston time, on the date of this Agreement and (ii) the time that confirmations are given or sent, as specified by Rule 462(b)(2). (xiv) The Partnership will prepare a final term sheet (the “Final Term Sheet”) containing only a description of the final terms of the Series A Preferred Units and their offering, in a form approved by the Representatives and attached as Exhibit C hereto, and acknowledges that the Final Term Sheet is an Issuer Free Writing Prospectus and will comply with its related obligations set forth in Section 5(a)(xi) hereof. The Partnership will furnish or make available to each Underwriters, without charge, copies of the Final Term Sheet promptly upon its completion. (xv) The Partnership will use commercially reasonable efforts to effect the listing of the Securities on the NASDAQ Global Select Market within 30 days after the Closing Date and, upon such listing, will use commercially reasonable efforts to maintain such listing and satisfy the requirements for such continued listing. (xvi) The Partnership will use its best efforts to assist the Underwriters in arranging for the Series A Preferred Units to be eligible for clearance settlement and trading through the facilities of DTC. (b) Each of the Underwriters, severally but not jointly, covenant and agree with the Partnership that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Partnership, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Rules and Regulations) required to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433 of the 1933 Act Rules and Regulations; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto and any electronic road show.

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followseach Manager: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will To notify the Underwriters promptly, and confirm Managers promptly of the notice in writing, (i) time on or after the date of this Agreement when the Registration Statement or any post-effective amendment to the Registration Statement shall has been filed or become effective, effective or when the Base Prospectus or any supplement to any of the foregoing has been filed; to prepare and file with the Commission, promptly upon any Manager’s request, any amendments or supplements to the Registration Statement or the Base Prospectus that, in such Manager’s reasonable opinion, may be necessary or advisable in connection with the offering of the Units by such Manager; and to cause the Base Prospectus, the Prospectus Supplement and the Prospectus and each amendment or any amended supplement to the Base Prospectus, the Prospectus shall have been filed, (iiSupplement or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the receipt Securities Act (without reliance on Rule 424(b)(8)) or, in the case of any comments from Incorporated Document, to be filed with the CommissionCommission as required pursuant to the Exchange Act, within the time period prescribed. (iiib) To promptly advise the Managers, confirming such advice in writing, of any suspension of any Manager’s obligations under Rule 15c2-8 under the Exchange Act or any request by the Commission for any amendment amendments or supplements to the Registration Statement or the Base Prospectus (in each case including, without limitation, any amendment or supplement to the Prospectus Incorporated Document) or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the and, use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every its reasonable effort best efforts to prevent the issuance of any order referred to in clause (iv) of the preceding sentence such stop order, and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use its reasonable best efforts to obtain the lifting thereof at or removal of such order as soon as possible, including, if necessary, by filing an amendment to the earliest possible moment. The Partnership will Registration Statement or a new registration statement and using its reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable; to promptly effect advise the filings necessary Managers of any proposal to amend or supplement the Registration Statement or the Base Prospectus (other than any amendment or supplement to be effected by the Partnership’s filing of a report, document or proxy or information statement pursuant to Rule 424(bSections 13, 14 or 15(d) under of the Securities Act Exchange Act, which shall be subject to the provisions of clause (d) of Section 4(d) below), and will take to provide the Managers and their counsel copies of any such steps as it deems necessary documents for review and comment a reasonable amount of time prior to ascertain promptly whether any proposed filing and not to file or use any such amendment or supplement (other than any prospectus supplement relating to the form offering of prospectus transmitted for filing under Rule 424(bother securities (including, without limitation, the Common Units)) under the Securities Act was received for filing by the Commission and, to which any Manager shall have reasonably objected in the event that it was not, it will promptly file such prospectuswriting. (bc) To make available to each Manager, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to youeach Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as such Manager may request for the purposes contemplated by the Securities Act; in case any Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the ProspectusSecurities Act or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Securities Act, the Partnership will prepare, at its expense, such amendment or amendments to the Registration Statement and the Prospectus as you may reasonably requestbe necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act or Item 512(a) of Regulation S-K under the Securities Act, as the case may be. (ci) Before amending or supplementing the Registration Statement, the Time Subject to clause (ii) of Sale Prospectus or the Prospectus during the period mentioned in this Section 5(g) below4(d), to furnish file promptly all reports and documents and any preliminary or definitive proxy or information statement required to you be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units; and (ii) upon the Managers’ request, to provide counsel to the Managers, for its review and comment, on behalf of the Managers, with a copy of each such any reports and statements and other documents to be filed by the Partnership pursuant to Section 13, 14 or 15(d) of the Exchange Act a reasonable amount of time prior to any proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably objectfiling, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to no such Rule. (d) During the period mentioned in Section 5(g) belowreport, to furnish to you a copy of each proposed free writing prospectus to be prepared by statement or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus document to which you such counsel shall have reasonably objectobjected in writing unless, in the judgment of counsel to the Partnership, such filing is required by law, and to promptly notify counsel to the Managers of such filing. (e) Not To pay the fees applicable to take any action that would result the Registration Statement in the Underwriters or the Partnership being required to file connection with the Commission pursuant to Rule 433(d) offering of the Units under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunderAct. (f) If the Time Partnership receives a notice from the Commission or otherwise ceases to be eligible to use Form S-3, the Partnership will promptly notify each Manager, and the Partnership will not give any Manager instructions to sell Units under this Agreement until such time as the Partnership is again eligible to use Form S-3 for such purpose. (g) If immediately prior to the third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial effective date of the Registration Statement, any of the Units remain unsold by the Managers, the Partnership will, prior to the Renewal Deadline, file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units in a time when form satisfactory to the Prospectus is not yet available Managers and will use its reasonable best efforts to prospective purchasers cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable best efforts to take all other action necessary or appropriate to permit the public offering and any event sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall occur or condition exist as a result of which include such new shelf registration statement. (h) If it is shall be necessary to amend the Registration Statement or file a new registration statement or a supplement to the Time of Sale Prospectus so that the Time of Sale Prospectus will then being used would not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or if it is necessary and, subject to amend or supplement the Time of Sale Prospectus to comply with applicable lawSection 4(b) and Section 4(d), forthwith to prepare, file with the Commission and furnish, at its own the Partnership’s expense, to the Underwriters and to any dealer upon request, either each Manager promptly such amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale such Prospectus as so amended or supplemented will notmay be necessary to reflect any such change, include and to promptly notify the Managers of any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable lawsuch event. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (hi) To endeavor furnish such information as may be required and otherwise to qualify cooperate in qualifying the Securities Units for offer offering and sale under the securities or Blue Sky blue sky laws of such states or other jurisdictions within as any Manager may designate and to maintain such qualifications in effect so long as required for the United States and its territories as you shall reasonably requestdistribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign limited partnership or to do business consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise each Manager of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction where it is not now so qualified or take the initiation or threatening of any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjectproceeding for such purpose. (ij) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its security holders securityholders, and to you deliver to each Manager, an earnings statement for of the purpose of, and to provide Partnership (which will satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Securities Act RegulationsAct) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in Rule 158(c) under the Securities Act). (jk) Through To apply the Closing Datenet proceeds from the sale of the Units in the manner set forth under the caption “Use of Proceeds” in the Prospectus. (l) [Reserved]. (m) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (n) The Partnership will not, without and will cause its Subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the sale or resale of the Units. (o) To use its reasonable best efforts to effect the listing of the Units on the NYSE, subject to notice of issuance. The Partnership shall cooperate with each Manager and use its reasonable best efforts to permit the Units to be eligible for clearance and settlement through the facilities of the DTC. (p) To advise each Manager immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Managers pursuant to Section 6 herein. (q) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension of sales hereunder), and each time that (i) offer, pledge, sell, contract to sell, sell any option the Registration Statement or contract to purchase, purchase any option the Prospectus shall be amended or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose supplemented (other than by the filing with the Commission of any debt securitiesdocument incorporated by reference therein, which shall be subject to the provisions of subclause (ii) below, and other than a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act relating solely to the offering of securities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8-K, in whole or in part, any of unless the economic consequence of ownership of the SecuritiesManagers shall otherwise reasonably request), or (iii) file with the Commission a registration statement, prospectus or prospectus supplement Managers may reasonably request (the date of commencement (and the date of any recommencement) of the offering of the Units under the Securities Act relating this Agreement and each date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii) or and (iii) above, each a “Representation Date”), whether any to furnish or cause to be furnished to the Managers, a certificate of two of the General Partner’s executive officers, dated and delivered as of a date within three (3) Trading Days of each Representation Date (the date of each such transaction delivery, the “Delivery Date”), in form satisfactory to the Managers to the effect that the statements contained in the certificate referred to in Section 6(e) of this Agreement which was last furnished to the Managers are true and correct as of such Delivery Date as though made at and as of such date (except that such certificate shall state that such statements shall be deemed to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(e), modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such certificate. (r) To furnish or cause to be furnished forthwith to the Managers at each Delivery Date and upon commencement of the offering of the Units under this Agreement (and upon recommencement of the offering of the Units under this Agreement following the termination of a Suspension of sales hereunder), an opinion and 10b-5 statement of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., each an outside counsel for the Partnership, in form and substance satisfactory to counsel for the Managers, to the effect set forth in Exhibit A-1 and Exhibit A-2 hereto, respectively, and of the same tenor as the opinions referred to in Section 6(c) of this Agreement, but (in the case of the opinion delivered pursuant to clause (i), modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinions described in clauses clause (i) for subsequent Representation Dates, counsel may furnish the Managers with a letter to the effect that the Managers may rely on a prior opinion delivered under this Section 4(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Delivery Date). (s) At each Delivery Date, to furnish or cause to be furnished to the Managers forthwith a certificate of the Secretary of the General Partner, dated and delivered as of such Delivery Date, in form and substance satisfactory to the Managers, of the same tenor as the certificate referred to in Section 6(f) of this Agreement but modified to relate to the Registration Statement and the Prospectus, in each case, as amended and supplemented at such Delivery Date. (t) At each Accounting Representation Date, other than the date of this Agreement, to furnish or cause to be furnished to the Managers forthwith a certificate of the Chief Financial Officer of the General Partner, dated and delivered as of such Delivery Date, in form and substance satisfactory to the Managers, of the same tenor as the certificate referred to in Section 6(g) of this Agreement but modified to relate to the Registration Statement and the Prospectus, in each case, as amended and supplemented at such Delivery Date. (u) At each Delivery Date, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Managers, shall deliver a written opinion and 10b-5 statement, dated the Delivery Date, in form and substance satisfactory to the Managers; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Managers with a letter to the effect that the Managers may rely on a prior opinion delivered under this Section 4(u) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Delivery Date). (v) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension of sales hereunder), and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional or amended financial information (other than an amendment or supplement effected by the filing with the Commission of any document incorporated by reference therein, which shall be subject to the provisions of subclauses (ii) above and (iii) below), (ii) the Partnership shall file an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q, (iii) upon request by the Managers to the Partnership, there is to be settled filed with the Commission any document (other than an annual report on Form 10-K or a quarterly report on Form 10-Q) incorporated by delivery of debt securities, in cash or otherwise.reference into the Prospectus containing amended financial information (other

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followseach Manager: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will To notify the Underwriters promptly, and confirm Managers promptly of the notice in writing, (i) time on or after the date of this Agreement when any post-effective amendment or supplement to the Registration Statement shall or Prospectus has been filed or become effective, effective or the Prospectus or any supplement to any of the Prospectus or any amended Prospectus shall have foregoing has been filed, (ii) of the receipt of any comments from ; to prepare and file with the Commission, promptly upon any Manager’s request, any amendments or supplements to the Registration Statement, the Basic Prospectus or the Prospectus that, in such Manager’s reasonable opinion, may be necessary or advisable in connection with the offering of the Units by such Manager; and to cause the Basic Prospectus, the Prospectus Supplement and the Prospectus and each amendment or supplement to the Basic Prospectus, the Prospectus Supplement or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Act (iiiwithout reliance on Rule 424(b)(8)) or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. (b) To promptly advise the Managers, confirming such advice in writing, of any suspension of any Manager’s obligations under Rule 15c2-8 under the Exchange Act or any request by the Commission for any amendment amendments or supplements to the Registration Statement Statement, the Basic Prospectus or any amendment or supplement to the Prospectus (in each case including, without limitation, any Incorporated Document) or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the and, use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every its reasonable effort efforts to prevent the issuance of any order referred to in clause (iv) of the preceding sentence such stop order, and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use its reasonable best efforts to obtain the lifting thereof at or removal of such order as soon as possible, including, if necessary, by filing an amendment to the earliest possible moment. The Partnership will Registration Statement or a new registration statement and using its reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable; to promptly effect advise the filings necessary Managers of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus (other than any amendment or supplement to be effected by the Partnership’s filing of a report, document or proxy or information statement pursuant to Rule 424(bSections 13, 14 or 15(d) under of the Securities Act Exchange Act, which shall be subject to the provisions of clause (2) of Section 4(d) below), and will take to provide the Managers and their counsel copies of any such steps as it deems necessary documents for review and comment a reasonable amount of time prior to ascertain promptly whether any proposed filing and not to file or use any such amendment or supplement (other than any prospectus supplement relating to the form offering of prospectus transmitted for filing under Rule 424(bother securities (including, without limitation, the Common Units)) under the Securities Act was received for filing by the Commission and, to which any Manager shall have reasonably objected in the event that it was not, it will promptly file such prospectuswriting. (bc) To make available to each Manager, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to youeach Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as such Manager may request for the purposes contemplated by the Act; in case any Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the ProspectusAct or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S‑K under the Act, the Partnership will prepare, at its expense, such amendment or amendments to the Registration Statement and the Prospectus as you may reasonably requestbe necessary to permit compliance with the requirements of Section 10(a)(3) of the Act or Item 512(a) of Regulation S‑K under the Act, as the case may be. (c1) Before amending or supplementing the Registration Statement, the Time Subject to clause (2) of Sale Prospectus or the Prospectus during the period mentioned in this Section 5(g) below4(d), to furnish file promptly all reports and documents and any preliminary or definitive proxy or information statement required to you be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units; and (2) to provide ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP for its review and comment, on behalf of the Managers, with a copy of each such any reports and statements and other documents to be filed by the Partnership pursuant to Section 13, 14 or 15(d) of the Exchange Act a reasonable amount of time prior to any proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably objectfiling, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to no such Rule. (d) During the period mentioned in Section 5(g) belowreport, to furnish to you a copy of each proposed free writing prospectus to be prepared by statement or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus document to which you ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP shall have reasonably objectobjected in writing, and to promptly notify ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP of such filing. (e) Not To pay the fees applicable to take any action that would result the Registration Statement in the Underwriters or the Partnership being required to file connection with the Commission pursuant to Rule 433(d) offering of the Units under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunderAct. (f) If the Time Partnership receives a notice from the Commission or otherwise ceases to be eligible to use Form S-3, the Partnership will promptly notify each Manager, and the Partnership will not give any Manager instructions to sell Units under this Agreement until such time as the Partnership is again eligible to use Form S-3 for such purpose. (g) If immediately prior to the third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial effective date of the Registration Statement, any of the Units remain unsold by the Managers, the Partnership will, prior to the Renewal Deadline, file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form satisfactory to the Prospectus is not yet available Managers and will use its reasonable best efforts to prospective purchasers cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable best efforts to take all other action necessary or appropriate to permit the public offering and any event sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall occur or condition exist as a result of which include such new shelf registration statement. (h) If it is shall be necessary to amend the Registration Statement or file a new registration statement or a supplement to the Time of Sale Prospectus so that the Time of Sale Prospectus will then being used would not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus in order to comply with applicable lawthe Act or the Exchange Act or the respective rules and regulations thereunder, forthwith to prepareincluding in connection with use or delivery of the Prospectus, the Partnership promptly will (i) notify each Manager of any such event, (ii) prepare and file with the Commission Commission, subject to compliance with Section 4(a), (b) and furnish(d) hereof, at an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its own expense, reasonable efforts to have any amendment to the Underwriters and to any dealer upon request, either amendments Registration Statement or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus new registration statement declared effective as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary soon as practicable in order to make the statements therein, avoid any disruption in light use of the circumstances under which they were made, not misleading, or so that Prospectus and (iv) supply any supplemented Prospectus to the Time of Sale Prospectus, Managers in such quantities as amended or supplemented, will comply with applicable lawany Manager may reasonably request. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (hi) To endeavor furnish such information as may be required and otherwise to qualify cooperate in qualifying the Securities Units for offer offering and sale under the securities or Blue Sky blue sky laws of such states or other jurisdictions within as any Manager may designate and to maintain such qualifications in effect so long as required for the United States and its territories as you shall reasonably requestdistribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign limited partnership or to do business consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise each Manager of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction where it is not now so qualified or take the initiation or threatening of any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjectproceeding for such purpose. (ij) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its security holders securityholders, and to you deliver to each Manager, an earnings statement for (as defined in Rule 158(c) under the purpose of, and to provide Act) of the benefits contemplated by, Partnership (which will satisfy the last paragraph provisions of Section 11(a) of the Securities Act and Act) covering a period of twelve months beginning after the Securities Act Regulationseffective date of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in Rule 158(c) under the Act). (jk) Through To apply the Closing Datenet proceeds from the sale of the Units in the manner set forth under the caption “Use of Proceeds” in the Prospectus. (l) Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, or permit the registration under the Act of, any Common Units or any other securities of the Partnership that are substantially similar to Common Units (“Similar Securities”) or any securities convertible into or exchangeable or exercisable for Common Units or Similar Securities (including without limitation, any options, warrants or other rights to purchase Common Units or Similar Securities), or publicly announce an intention to effect any such transaction, in each case without giving each Manager at least three Trading Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale. Notwithstanding the foregoing, the Partnership may (i) register the offer and sale of the Units through any Manager pursuant to this Agreement or any Terms Agreement; (ii) file a registration statement on Form S‑8 relating to Common Units that may be issued pursuant to the 2008 Long-Term Incentive Plan (as amended) filed with the Commission on November 21, 2008 and described in the Partnership’s reports filed with the Commission under the Exchange Act; (iii) issue securities under the Amended and Restated 2004 Unit Plan or the 2008 Long-Term Incentive Plan (as amended) described in the Partnership’s reports filed with the Commission under the Exchange Act; (iv) issue and sell Common Units pursuant to the Partnership’s distribution reinvestment program; and (v) issue units upon the exercise of options and warrants or the vesting of restricted unit awards, all outstanding as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the Exchange Act or issued after the date of this Agreement under equity compensation plans described in clause (iii) of this sentence. In the event that notice of a proposed sale is provided by the Partnership to any Manager pursuant to this Section 4(l), such Manager may suspend activity under this Agreement for such period of time as may be requested by the Partnership or as may be deemed appropriate by such Manager. The Partnership agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Units under this Agreement or any alternative equity distribution agreement shall be effected by or through only one Manager, alternative manager or sales agent on any single given day, and the Partnership shall in no event request that more than one of the Managers, alternative manager or sales agent sell Units on the same day. (m) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (n) The Partnership will not, without and will cause its Subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the sale or resale of the Units. (o) To use its reasonable best efforts to effect the listing of the Units on the NYSE, subject to notice of issuance. The Partnership shall cooperate with each Manager and use its reasonable efforts to permit the Units to be eligible for clearance and settlement through the facilities of DTC. (p) To advise each Manager immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document which has been previously provided to the Managers pursuant to Section 6 herein. (q) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension of sales hereunder), and each time that (i) offer, pledge, sell, contract to sell, sell any option the Registration Statement or contract to purchase, purchase any option the Prospectus shall be amended or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose supplemented (other than by the filing with the Commission of any debt securitiesdocument incorporated by reference therein, which shall be subject to the provisions of subclause (ii) below, and other than a prospectus supplement filed pursuant to Rule 424(b) under the Act relating solely to the offering of securities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8‑K, in whole or in part, any of unless the economic consequence of ownership of the SecuritiesManagers shall otherwise reasonably request), or (iii) file with the Commission a registration statement, prospectus or prospectus supplement Managers may reasonably request (the date of commencement of the offering of the Units under the Securities Act relating this Agreement and each date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii) or and (iii) above, each a “Representation Date”), whether any such transaction described in clauses (i) to furnish or (ii) above is cause to be settled by furnished to the Managers forthwith a certificate of two of ETP LLC’s executive officers, dated and delivered the Representation Date, in form satisfactory to the Managers to the effect that the statements contained in the certificate referred to in Section 6(f) of this Agreement which was last furnished to the Managers are true and correct as of such Representation Date as though made at and as of such date (except that such certificate shall state that such statements shall be deemed to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(f), modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of debt securitiessuch certificate. (r) At each Representation Date, to furnish or cause to be furnished forthwith to the Managers a written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel to the Partnership (“Partnership Counsel”), or other counsel satisfactory to the Managers, dated and delivered as of such Representation Date, in cash form and substance satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(c) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion. (s) At each Representation Date, to furnish or otherwisecause to be furnished forthwith to the Managers a written opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel and Secretary of ETP LLC, dated and delivered as of such Representation Date, in form and substance satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(d) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion. (t) At each Representation Date, to furnish or cause to be furni

Covenants of the Partnership. The Partnership covenants agrees with each of the Underwriters as followsManagers: (a) The Partnership, subject During any period in which a prospectus relating to Section 5(b), will comply with the requirements of Rule 430A Units is required to be delivered under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 430B under 172 of the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, Rules and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, Regulations or any supplement similar rule), to advise the Prospectus or any amended Prospectus shall have been filed, (ii) Managers promptly of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Registration Statement or the Prospectus which is proposed to be filed (other than any amendment or supplement which does not relate to the sale of the Units and not including any report or document which is the subject of Section 4(d) hereof) and to provide the Managers reasonable opportunity to review the same; and to cause each amendment or supplement to the Base Prospectus or for additional information and (ivthe Prospectus relating to the sale of the Units to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the issuance Rules and Regulations. (b) As soon as it is advised thereof, to advise the Managers of the (i) initiation or threatening by the Commission of any stop proceedings for the issuance of any order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of the Prospectus, (ii) receipt by it or any preliminary prospectusrepresentative or attorney of it of any other communication from the Commission relating to the Partnership, the Registration Statement or the Prospectus, or of the (iii) suspension of the qualification of the Securities Units for offering or sale in any jurisdiction, jurisdiction or of the initiation institution or threatening of any proceedings proceeding for any of such purposespurpose. The Partnership will make every reasonable effort to prevent the issuance of any an order referred to in clause (iv) suspending the effectiveness of the preceding sentence andRegistration Statement, or the use of the Prospectus, and if any such order is issued, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectusthereof. (bc) To make available to the Managers, as soon as practicable after the date of this Agreement, and thereafter from time to time to furnish to youthe Managers, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the date of this Agreement) as the Managers may request for the purposes contemplated by the Securities Act; in case any Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 of the ProspectusRules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement as you may reasonably request. (cis required pursuant to Item 512(a) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) Regulation S-K under the Securities Act, the Partnership will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act any prospectus required to be filed pursuant to such Ruleor Item 512(a) of Regulation S-K under the Securities Act, as the case may be. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus To file promptly all reports and documents and any preliminary or definitive proxy or information statement required to be prepared by or on behalf of, used by, or referred to filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule) in connection with any sale of the Units; and during any such period that a prospectus is required to be delivered in connection with any sale of the Units, to promptly notify (to the extent not otherwise publicly available on the Commission’s website) the Managers of the filing of such reports and statements and other documents required to use be filed by the Partnership pursuant to Section 13, 14 or refer to any proposed free writing prospectus to which you reasonably object15(d) of the Exchange Act. (e) Not to take If at any action that would result in time when Units remain unsold by the Underwriters or Managers, the Partnership being required to file with receives from the Commission pursuant a notice or otherwise ceases to Rule 433(d) be eligible to use Form S-3, the Partnership will promptly notify the Managers, and the Partnership will not give any Manager instructions to sell Units under this Agreement until such time as the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required Partnership is again eligible to file thereunderuse Form S-3 for such purpose. (f) If immediately prior to the Time third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial effective date of the Registration Statement, any of the Units remain unsold by the Managers, the Partnership will, prior to the Renewal Deadline, file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form reasonably satisfactory to the Prospectus Managers and will use its reasonable efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable efforts to take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include such new shelf registration statement. (g) During any period in which a prospectus is not yet available required to prospective purchasers be delivered (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule) in connection with any sale of Units, if any event shall occur or condition exist occurs as a result of which it is necessary to amend the Prospectus as then amended or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not supplemented would include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or and, if for any reason it is shall be necessary during such same period to amend the Registration Statement or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable lawthe Securities Act or file any document which will be deemed an Incorporated Document in order to comply with the Exchange Act and the rules and regulations thereunder, to promptly notify the Managers to suspend solicitation of purchases of the Units and forthwith upon receipt of such notice, each Manager shall suspend its solicitation of purchases of the Units and shall cease using the Prospectus; and if the Partnership shall decide to prepareamend or supplement the Registration Statement or the Prospectus, it will promptly advise the Managers and will promptly prepare and file with the Commission an amendment or supplement to the Registration Statement or the Prospectus which will correct such statement or omission or effect such compliance, will advise the Managers when the Managers are free to resume such solicitation and furnishwill prepare and furnish to the Managers as many copies as the Managers may reasonably request of such amendment or supplement; and in case the Managers are required to deliver under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule), a prospectus relating to the Units after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Securities Act, upon the request of the Managers, and at its own expense, to the Underwriters prepare and deliver to the dealers (whose names and addresses you will furnish to Managers as many copies as the Partnership) to which Securities Managers may have been sold by you on behalf request of the Underwriters and to any other dealers upon request, either amendments an amended Registration Statement or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement prospectus complying with Item 512(a) of a material fact Regulation S-K or omit to state a material fact necessary in order to make the statements therein, in light Section 10(a)(3) of the circumstances under which they were made, not misleading or so that the ProspectusSecurities Act, as amended or supplemented, will comply with lawthe case may be. (h) To endeavor cooperate with the Managers in qualifying and to qualify use its reasonable efforts to cooperate in maintaining in effect such qualification of the Securities Units for offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions within as the United States and its territories as you shall Managers may reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or qualified, to take any action that which would subject it to general service of process in suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the ProspectusUnits, in any jurisdiction where it is not now so subject, to qualify in any jurisdiction as a broker-dealer or to subject itself to any taxing authority where it is not now so subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its the Partnership’s security holders and to you the Managers an earnings statement for which satisfies the purpose of, and to provide the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules and Regulations) as soon as is reasonably practicable after the Securities Act termination of such twelve month period but not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules and Regulations). (j) Through Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Units or securities convertible into or exchangeable or exercisable for the Closing DateCommon Units or warrants or other rights to purchase the Common Units or any other securities of the Partnership that are substantially similar to the Common Units or permit the registration under the Act of any Common Units, in each case, at any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with any Manager any instructions to sell the Units but such instructions have not been fulfilled or cancelled. Notwithstanding the foregoing, the Partnership may: (i) register, offer and sell the Units through the Managers pursuant to this Agreement; (ii) consummate transactions for the acquisition of assets, businesses or the capital stock or other ownership interests of businesses in exchange for Common Units or any securities substantially similar to, convertible into or exchangeable or exercisable for Common Units; (iii) file a registration statement on Form S-8 relating to Common Units that may be issued pursuant to any employee benefit plans, qualified options plans or other employee compensation plans; (iv) issue securities under the Partnership’s equity compensation plans described in the Partnership’s reports filed with the Commission under the Exchange Act, including the EPD Unit Purchase Plan or any employee benefit plans, qualified options plans or other employee compensation plans; (v) issue securities pursuant to the Partnership’s DRIP or any outstanding options, rights or warrants described in the Prospectus; and (vi) file a “universal” shelf registration statement with respect to the Partnership’s debt or Common Units for the purpose of increasing the capacity under or replacing the Partnership’s then existing “universal” shelf registration statement. (k) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (l) The Partnership will not, without and will cause its subsidiaries not to, take any action that is designed to or that constitutes or that might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the offer or sale of the Units. (m) To ensure that prior to instructing any Manager to sell Units the Partnership shall have obtained all necessary authority from the Board of Directors of the General Partner for the offer and sale of such Units, free of preemptive rights and to use all reasonable efforts to effect the listing of the Units on the NYSE, subject to notice of issuance, and to maintain such listing. (n) Upon commencement of the offering of the Units under this Agreement, and each time that (i) offer, pledge, sell, contract the Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to sell, sell subclause (ii) below and other than any option or contract prospectus supplement filed pursuant to purchase, purchase any option or contract Rule 424(b) of the Rules and Regulations relating solely to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose the offering of any debt securitiessecurities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K, unless any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, Manager shall otherwise reasonably request) or (iii) file with the Commission Units are delivered to a registration statement, prospectus or prospectus supplement under the Securities Act relating particular Manager as principal on a Settlement Date (each such date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii) or and (iii) above, a “Representation Date”), whether any to furnish or cause to be furnished to the Managers (or, in the case of subclause (iii) above, such transaction Manager) forthwith a certificate dated and delivered the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or the relevant Settlement Date, as the case may be, in form reasonably satisfactory to the Managers (or, in the case of subclause (iii) above, such Manager) to the effect that the statements contained in the certificate referred to in Section 6(f) of this Agreement which were last furnished to the Managers (or, in the case of subclause (iii) above, such Manager) are true and correct at the time of such amendment, supplement, filing or delivery, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (o) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or cause to be furnished forthwith to the Managers (or, in the case of a Representation Date of the type described in clauses (iSection 4(n)(iii), such Manager) or to counsel to the Managers (iior, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) above is a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Partnership, or other counsel satisfactory to the Managers (or, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) (“Partnership Counsel”), dated and delivered as of such Representation Date, substantially to the effect as set forth in Exhibit A hereto, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. (p) Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or cause to be settled by furnished forthwith to the Managers (or, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) or to counsel to the Managers (or, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) a written opinion of ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Corporate Counsel of the General Partner, or such other counsel satisfactory to the Managers (or, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager), dated and delivered as of such Representation Date, substantially to the effect as set forth in Exhibit B hereto, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of debt securitiessuch opinion; provided, however, that in lieu of such opinion for subsequent Representation Dates, counsel may furnish to the Managers (or, in cash or otherwise.the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) a reliance letter to the effect that the Managers (or, in the case of a Representation Date of the type described in Section 4(n)(iii), such Manager) may rely on a prior opinion delivered under this Secti

Covenants of the Partnership. The Partnership covenants with the Underwriters as follows: (a) The Partnership, subject to Section 5(b), will comply Legacy Parties jointly and severally covenant and agree with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the several Underwriters promptly, and confirm the notice in writing, that: (i) when The Partnership will timely transmit copies of the Preliminary Prospectus and the Prospectus, and any post-effective amendment amendments or supplements thereto (subject to the provisions of this Section 4), to the Commission for filing pursuant to Rule 424(b) of the 1933 Act Rules and Regulations. (ii) The Partnership will deliver or make available to each of the Underwriters and to counsel for the Underwriters (i) a signed copy of the Registration Statement as originally filed, including copies of exhibits thereto, and of any amendments and supplements to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, and (ii) a signed copy of each consent and certificate included in, or filed as an exhibit to, the Registration Statement as so amended or supplemented; the Partnership will deliver to the Underwriters as soon as practicable after the date of this Agreement as many copies of the receipt of Preliminary Prospectus, the Prospectus and any comments from amendment or supplement thereto as the Commission, (iii) Underwriters may reasonably request for the purposes contemplated by the 1933 Act; the Partnership will promptly advise the Underwriters of any request by of the Commission for any amendment to of the Registration Statement or any amendment or for supplement to the Preliminary Prospectus or the Prospectus or for any additional information information, and (iv) of the issuance by the Commission or any state or other jurisdiction or other regulatory body of any stop order under the 1933 Act or other order suspending the effectiveness of the Registration Statement (as amended or of any order by any Governmental Authority supplemented) or regulatory authority preventing or suspending the use of the Preliminary Prospectus, any preliminary prospectus, Issuer Free Writing Prospectus or of the suspension of Prospectus or suspending the qualification or registration of the Securities for offering or sale in any jurisdiction, or and of the initiation institution or threatening threat of any proceedings for any therefor, of such purposes. The which the Partnership shall have received notice or otherwise have knowledge prior to the completion of the distribution of the Securities; and the Partnership will make every reasonable effort use its best efforts to prevent the issuance of any such stop order referred to in clause (iv) of the preceding sentence or other order and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. . (iii) The Partnership will promptly effect not file any amendment or supplement to the filings necessary Registration Statement, the Prospectus, the Basic Prospectus or Issuer Free Writing Prospectus or any other free writing prospectus (or any other prospectus relating to the Securities filed pursuant to Rule 424(b) under of the Securities 1933 Act Rules and will take Regulations), of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing after being so advised unless the Partnership shall have determined based upon the advice of counsel that such steps as it deems necessary to ascertain promptly whether amendment or supplement is required by law; and the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it Partnership will promptly file such prospectus. (b) To furnish to you, without charge, a signed copy notify the Underwriters after it shall have received notice thereof of the Registration Statement (including exhibits thereto and documents incorporated by reference) and time when any amendment to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus, the Basic Prospectus or the Issuer Free Writing Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment becomes effective or supplement and not to file when any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such RuleBasic Prospectus has been filed. (div) During the period mentioned in Section 5(g) below, when a prospectus relating to furnish to you a copy any of each proposed free writing prospectus the Securities is required to be prepared delivered under the 1933 Act by any Underwriter or on behalf ofdealer, used bythe Partnership will comply, or referred to at its own expense, with all requirements imposed by the Partnership 1933 Act and not the 1933 Act Rules and Regulations, so far as necessary to use permit the continuance of sales of or refer to any proposed free writing prospectus to which you reasonably objectdealing in the Securities during such period in accordance with the provisions hereof and as contemplated by the Prospectus. (ev) Not If, during the period when a prospectus relating to take any action that would result in of the Underwriters Securities is required to be delivered under the 1933 Act by any Underwriter or dealer, (i) any event relating to or affecting the Partnership being required to file with Entities or of which the Commission pursuant to Rule 433(d) under Partnership shall be advised in writing by the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event Representatives shall occur or condition exist as a result of which it is necessary to amend which, in the opinion of the Partnership or supplement the Time of Sale counsel for the Underwriters, the Prospectus so that the Time of Sale Prospectus will not or any Issuer Free Writing Prospectus, as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that (ii) it shall be necessary to amend or supplement the ProspectusRegistration Statement, as amended the Prospectus or supplemented, will any Issuer Free Writing Prospectus to comply with lawthe 1933 Act, the 1933 Act Rules and Regulations, the 1934 Act or the 1934 Act Rules and Regulations, the Partnership will forthwith at its expense prepare and file with the Commission, and furnish to the Underwriters a reasonable number of copies of, such amendment or supplement or other filing that will correct such statement or omission or effect such compliance. (hvi) To endeavor During the period when a prospectus relating to qualify any of the Securities is required to be delivered under the 1933 Act by any Underwriter or dealer, the Partnership will furnish such proper information as may be lawfully required and otherwise cooperate with the Underwriters in qualifying the Securities for offer and sale under the applicable securities or Blue Sky laws of such states and other jurisdictions within (domestic or foreign) as the United States Representatives may designate and its territories will file and make such statements or reports as you shall are or may be reasonably requestnecessary; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign partnership or to do business qualify as a dealer in securities or to file a general consent to service of process under the laws of any jurisdiction where it the Partnership is not now so presently qualified or take any action that where the Partnership would be subject it to general service of process suits, other than those arising out of the offering or sale of the Securities taxation as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjecta foreign entity. (ivii) The Partnership will timely file such reports pursuant to the Exchange 1934 Act as are necessary in order to make generally available to its security holders and to you securityholders as soon as practicable an earnings statement for the purpose purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and the Securities Act Regulations1933 Act. (jviii) Through the Closing Date, the The Partnership will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under “Use of Proceeds.” (ix) The Partnership will use its commercially reasonable efforts to obtain the approval for and maintain the listing of the Securities on the NASDAQ. (x) The Legacy Parties will not, for a period of 45 days from the date of the Prospectus (the “Lock-up Period”), without the prior written consent of the ManagersUBS, (idirectly or indirectly: 1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of any debt securitiesUnits or any securities convertible into or exercisable or exchangeable for Units, 2) file or cause the filing of any registration statement under the 1933 Act with respect to any Units or any securities convertible into or exercisable or exchangeable for any Units (other than (i) any Rule 462(b) Registration Statement filed to register Securities to be sold to the Underwriters pursuant to this Agreement, (ii) registration statements on Form S-8 to register Units or options to purchase Units pursuant to the long-term incentive plan described in clause (2) of the next paragraph and (iii) registration statements on Form S-3 and related request for acceleration of the effective date), or 3) enter into any swap or any other agreement agreement, arrangement or any transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the SecuritiesUnits or any securities convertible into or exercisable or exchangeable for ▇▇▇▇▇, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect whether any transaction described in clauses (i), (ii1) or (iii), whether any such transaction described in clauses (i) or (ii3) above is to be settled by delivery of debt Units, other securities, in cash or otherwise. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of UBS: 1) issue Securities to the Underwriters pursuant to this Agreement, 2) issue Units, options to purchase Units and other awards pursuant to the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan, as such plan is in effect on the date of this Agreement, 3) issue Units upon the exercise of options and other awards outstanding on the date of this Agreement or issued after the date of this Agreement under the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan, as such options and plan are in effect on the date of this Agreement, 4) issue Units directly to a seller of a business as part of the purchase price if the General Partner determines that such acquisition will increase cash flow from operations on a per unit basis after giving effect to such issuance, provided that the persons receiving Units shall have agreed in writing to be bound by the terms of these lock-up provisions for the remainder of the Lock-up Period; and 5) enter into any equity distribution or similar agreement for sales of securities through an “at the market offering,” as such term is defined in Rule 415 of the 1933 Act, and issue Units, Series A Preferred Units or Series B Preferred Units under such agreement. (xi) The Partnership, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Rules and Regulations. (xii) The Partnership agrees that, unless it has obtained or will obtain the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Rules and Regulations) required to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433 of the 1933 Act Rules and Regulations; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto and any electronic road show. The Partnership agrees that (x) it has treated and will treat, as the case may be, each such free writing prospectus consented to, or deemed consented to, by the Representatives as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Rules and Regulations applicable to any such free writing prospectus, including in respect of timely filing with the Commission, legending and record keeping. (xiii) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b) of the 1933 Act Rules and Regulations, any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made at such time not misleading, the Partnership will (i) notify the Representatives promptly so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission and (iii) supply any amendment or supplement to the Representatives in such quantities as the Representatives may reasonably request. (xiv) If the Partnership elects to rely on Rule 462(b) of the 1933 Act Rules and Regulations, the Partnership shall both file an abbreviated registration statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act Rules and Regulations by the earlier of (i) 10:00 p.m., Houston time, on the date of this Agreement and (ii) the time that confirmations are given or sent, as specified by Rule 462(b)(2). (b) Each of the Underwriters, severally but not jointly, covenants and agrees with the Partnership that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Partnership, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Rules and Regulations) required to be filed by the Partnership with the Commission or retained by the Partnership under Rule 433 of the 1933 Act Rules and Regulations; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto and any electronic road show.

Covenants of the Partnership. The Partnership covenants with the Underwriters as follows: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority governmental authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Partnership will make every reasonable effort to prevent the issuance of any such order and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object. (e) Not to take any action that would result in the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (h) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States and its territories as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders and to you an earnings earning statement for the purpose of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and the Securities Act Regulationsrules and regulations of the Commission thereunder. (j) Through the Closing Date, the Partnership will not, without the prior written consent of the Managers, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities, (ii) enter into any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii), whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of debt securities, in cash or otherwise.

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followseach Manager: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will To notify the Underwriters promptly, and confirm Managers promptly of the notice in writing, (i) time on or after the date of this Agreement when the Registration Statement or any post-effective amendment to the Registration Statement shall has been filed or become effective, effective or when the Base Prospectus or any supplement to any of the foregoing has been filed; to prepare and file with the Commission, promptly upon any Manager’s request, any amendments or supplements to the Registration Statement or the Base Prospectus that, in such Manager’s reasonable opinion, may be necessary or advisable in connection with the offering of the Units by such Manager; and to cause the Base Prospectus, the Prospectus Supplement and the Prospectus and each amendment or any amended supplement to the Base Prospectus, the Prospectus shall have been filed, (iiSupplement or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the receipt Securities Act (without reliance on Rule 424(b)(8)) or, in the case of any comments from Incorporated Document, to be filed with the CommissionCommission as required pursuant to the Exchange Act, within the time period prescribed. (iiib) To promptly advise the Managers, confirming such advice in writing, of any suspension of any Manager’s obligations under Rule 15c2-8 under the Exchange Act or any request by the Commission for any amendment amendments or supplements to the Registration Statement or the Base Prospectus (in each case including, without limitation, any amendment or supplement to the Prospectus Incorporated Document) or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the and, use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every its reasonable effort best efforts to prevent the issuance of any order referred to in clause (iv) of the preceding sentence such stop order, and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use its reasonable best efforts to obtain the lifting thereof at or removal of such order as soon as possible, including, if necessary, by filing an amendment to the earliest possible moment. The Partnership will Registration Statement or a new registration statement and using its reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable; to promptly effect advise the filings necessary Managers of any proposal to amend or supplement the Registration Statement or the Base Prospectus (other than any amendment or supplement to be effected by the Partnership’s filing of a report, document or proxy or information statement pursuant to Rule 424(bSections 13, 14 or 15(d) under of the Securities Act Exchange Act, which shall be subject to the provisions of clause (ii) of Section 4(d) below), and will take to provide the Managers and their counsel copies of any such steps as it deems necessary documents for review and comment a reasonable amount of time prior to ascertain promptly whether any proposed filing and not to file or use any such amendment or supplement (other than any prospectus supplement relating to the form offering of prospectus transmitted for filing under Rule 424(bother securities (including, without limitation, the Common Units)) under the Securities Act was received for filing by the Commission and, to which any Manager shall have reasonably objected in the event that it was not, it will promptly file such prospectuswriting. (bc) To make available to each Manager, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to youeach Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as such Manager may request for the purposes contemplated by the Securities Act; in case any Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the ProspectusSecurities Act or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities Act, or after the time a post-effective amendment to the Registration Statement as you may reasonably request. (cis required pursuant to Item 512(a) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) Regulation S-K under the Securities Act, the Partnership will prepare, at its expense, such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act any prospectus required to be filed pursuant to such Ruleor Item 512(a) of Regulation S-K under the Securities Act, as the case may be. (d) During the period mentioned in (i) Subject to clause (ii) of this Section 5(g) below4(d), to furnish file promptly all reports and documents and any preliminary or definitive proxy or information statement required to you be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Securities Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units; and (ii) upon the Managers’ request, to provide ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, for its review and comment, on behalf of the Managers, with a copy of each proposed free writing prospectus any reports and statements and other documents to be prepared by or on behalf of, used by, or referred to filed by the Partnership and not pursuant to use Section 13, 14 or refer 15(d) of the Exchange Act a reasonable amount of time prior to any proposed free writing prospectus filing, and to file no such report, statement or document to which you ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP shall have reasonably objectobjected in writing unless, in the judgment of counsel to the Partnership, such filing is required by law, and to promptly notify ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP of such filing. (e) Not To pay the fees applicable to take any action that would result the Registration Statement in the Underwriters or the Partnership being required to file connection with the Commission pursuant to Rule 433(d) offering of the Units under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunderAct. (f) If the Time Partnership receives a notice from the Commission or otherwise ceases to be eligible to use Form S-3, the Partnership will promptly notify each Manager and the Partnership will not give any Manager instructions to sell Units under this Agreement until such time as the Partnership is again eligible to use Form S-3 for such purpose. (g) If immediately prior to the third anniversary (the “Renewal Deadline”) of Sale Prospectus the initial effective date of the Registration Statement, any of the Units remain unsold by the Managers, the Partnership will, prior to the Renewal Deadline file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form satisfactory to the Prospectus is not yet available Managers and will use its reasonable best efforts to prospective purchasers cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable best efforts to take all other action necessary or appropriate to permit the public offering and any event sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall occur or condition exist as a result of which include such new shelf registration statement. (h) If it is shall be necessary to amend the Registration Statement or file a new registration statement or a supplement to the Time of Sale Prospectus so that the Time of Sale Prospectus will then being used would not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or if it is necessary and, subject to amend or supplement the Time of Sale Prospectus to comply with applicable lawSection 4(b) and Section 4(d), forthwith to prepare, file with the Commission and furnish, at its own the Partnership’s expense, to the Underwriters each Manager promptly such amendments or supplement to such Prospectus as may be necessary to reflect any such change, and to promptly notify the Managers of any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable lawsuch event. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (hi) To endeavor furnish such information as may be required and otherwise to qualify cooperate in qualifying the Securities Units for offer offering and sale under the securities or Blue Sky blue sky laws of such states or other jurisdictions within as any Manager may designate and to maintain such qualifications in effect so long as required for the United States and its territories as you shall reasonably requestdistribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign limited partnership or to do business consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise each Manager of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction where it is not now so qualified or take the initiation or threatening of any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjectproceeding for such purpose. (ij) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its security holders securityholders, and to you deliver to each Manager, an earnings statement for of the purpose of, and to provide Partnership (which will satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Securities Act RegulationsAct) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in Rule 158(c) under the Securities Act). (jk) Through To apply the Closing Datenet proceeds from the sale of the Units in the manner set forth under the caption “Use of Proceeds” in the Prospectus. (l) The Partnership agrees that any offer to sell, any solicitation of an offer to buy, or any sale of Units under this Agreement shall be effected by or through only one Manager or sales agent on any single given day, and the Partnership shall in no event request that more than one of the Managers or sales agents sell Units on the same day. (m) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (n) The Partnership will not, without and will cause its Subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the sale or resale of the Units. (o) To use its reasonable best efforts to effect the listing of the Units on the NYSE, subject to notice of issuance. The Partnership shall cooperate with each Manager and use its reasonable best efforts to permit the Units to be eligible for clearance and settlement through the facilities of the DTC. (p) To advise each Manager immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Managers pursuant to Section 6 herein. (q) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension of sales hereunder), and each time that (i) offer, pledge, sell, contract to sell, sell any option the Registration Statement or contract to purchase, purchase any option the Prospectus shall be amended or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose supplemented (other than by the filing with the Commission of any debt securitiesdocument incorporated by reference therein, which shall be subject to the provisions of clause (ii) below, and other than a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act relating solely to the offering of securities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8-K, in whole or in part, any of unless the economic consequence of ownership of the SecuritiesManagers shall otherwise reasonably request), or (iii) file with the Commission a registration statement, prospectus or prospectus supplement Managers may reasonably request (the date of commencement (and the date of any recommencement) of the offering of the Units under the Securities Act relating this Agreement and each date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or and (iii) above, each a “Representation Date”), whether any to furnish or cause to be furnished to the Managers, a certificate of two of the General Partner’s executive officers, dated and delivered as of a date within three (3) Trading Days of each Representation Date (the date of each such transaction described delivery, the “Delivery Date”), in clauses form satisfactory to the Managers to the effect that the statements contained in the certificate referred to in Section 6(e) of this Agreement which was last furnished to the Managers are true and correct as of such Delivery Date as though made at and as of such date (except that such certificate shall state that such statements shall be deemed to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(e), modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such certificate. (r) At each Delivery Date to furnish or cause to be furnished forthwith to the Managers a written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel to the Partnership (“Partnership Counsel”), or other counsel satisfactory to the Managers, dated the applicable Delivery Date, in form and substance satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(c) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Managers with a letter to the effect that the Managers may rely on a prior opinion delivered under this Section 4(r) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Delivery Date). (s) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension of sales hereunder) and at each Delivery Date triggered by the filing of the Partnership’s Annual Report on Form 10-K, to furnish or cause to be furnished forthwith to the Managers a written opinion of Pennsylvania counsel to the Partnership (“Pennsylvania Counsel”) or other counsel satisfactory to the Managers, dated the applicable Delivery Date, in form and substance satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(f) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Managers with a letter to the effect that the Managers may rely on a prior opinion delivered under this Section 4(s) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Delivery Date). (t) At each Delivery Date, to furnish or cause to be furnished to the Managers forthwith a certificate of the Secretary of the General Partner, dated and delivered as of such Delivery Date, in form and substance satisfactory to the Managers, of the same tenor as the certificate referred to in Section 6(g) of this Agreement but modified to relate to the Registration Statement and the Prospectus, in each case, as amended and supplemented at such Delivery Date. (u) At each Delivery Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Managers, shall deliver a written opinion, dated the Delivery Date, in form and substance satisfactory to the Managers; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Managers with a letter to the effect that the Managers may rely on a prior opinion delivered under this Section 4(u) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Delivery Date). (v) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension of sales hereunder), and each time that (i) or (ii) above is to be settled by delivery of debt securities, in cash or otherwise.the Registrat

Covenants of the Partnership. The Partnership covenants with the Underwriters as follows: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority governmental authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Partnership will make every reasonable effort to prevent the issuance of any such order and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. (b) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object. (e) Not to take any action that would result in the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (h) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States and its territories as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders and to you an earnings earning statement for the purpose of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and the Securities Act Regulationsrules and regulations of the Commission thereunder. (j) Through the Closing Date, the Partnership will not, without the prior written consent of the Managers, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities, (ii) enter into any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii), whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of debt securities, in cash or otherwise, except for the filing of a registration statement, prospectus or prospectus supplement pursuant to that certain Registration Rights Agreement, dated as of February 6, 2007, among Boston Properties Limited Partnership, Boston Properties, Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated.

Covenants of the Partnership. The Partnership covenants Parties covenant with the Underwriters each Underwriter as follows: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. (b) To furnish to youthe Representatives, without charge, a five (5) signed copy copies of the Registration Statement (including exhibits thereto thereto) and documents incorporated by referencefor delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to deliver furnish to you the Representatives in Milwaukee, Wisconsin, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein Prospectus and any supplements and amendments thereto or to the Registration Statement as you the Representatives may reasonably request. (cb) Before Within a reasonable time prior to amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) belowProspectus, to furnish to you the Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably the Representatives object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (dc) During the period mentioned in Section 5(g) below, to To furnish to you the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably the Representatives object. (ed) Not to take any action that would result in the Underwriters an Underwriter or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters Underwriter that the Underwriters Underwriter otherwise would not have been required to file thereunder. (e) To advise the Representatives promptly of any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order, suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus; and if the Commission should enter such a stop order, to use its best efforts to obtain the lifting or removal of such order as soon as possible. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities Units at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were madewhen delivered to a prospective purchaser, not misleadingbe misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities Units as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof, thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters an Underwriter or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under which they were madethe Securities Act) is delivered to a purchaser, not misleading, or if if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you the Representatives will furnish to the Partnership) to which Securities Units may have been sold by you the Representatives on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinnot, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under which they were madethe Securities Act) is delivered to a purchaser, not be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (h) To endeavor If, at or after the time this Agreement is executed and delivered, it is necessary or appropriate for a post-effective amendment to the Registration Statement, or a Rule 462 Registration Statement, to be filed with the Commission and become effective before the Units may be sold, the Partnership will use its best efforts to cause such post-effective amendment or such Registration Statement to be filed and become effective, and will pay any applicable fees in accordance with the Securities Act, as soon as possible; and the Partnership will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing, (i) when such post-effective amendment or such Registration Statement has become effective, and (ii) if Rule 430A or 430C under the Securities Act is used, when the Prospectus is filed with the Commission pursuant to Rule 424(b) under the Securities Act (which the Partnership agrees to file in a timely manner in accordance with such Rules). (i) Promptly to furnish such information or to take such action as the Representatives may reasonably request and otherwise to qualify the Securities Units for offer and sale under the securities or Blue Sky “blue sky” laws of such jurisdictions within as the United States and its territories as you Representatives shall reasonably request, and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign corporation or to do business file a consent to service of process in any jurisdiction where it is not now so qualified or take any action that would subject it to general (excluding service of process suits, other than those arising out of with respect to the offering or offer and sale of the Securities as contemplated Units); and to promptly advise the Representatives of the receipt by this Agreement and the Prospectus, Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction where it is not now subjector the initiation or threatening of any proceeding for such purpose. (ij) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its the Partnership’s security holders and to you the Representatives as soon as practicable an earnings statement for covering a period of at least twelve months beginning after the purpose ofeffective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), and to provide which shall satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and the Securities Act RegulationsRule 158 thereunder. (jk) Through Except as set forth in this Agreement, during the Closing Dateperiod beginning on and including the date of this Agreement and continuing to and including 180 days after the date of this Agreement, the Partnership will not, and without the prior written consent of ▇▇▇▇▇, the Managers, Partnership will not (i) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Units or any securities convertible into or exercisable or exchangeable for Common Units, except that the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units as payment of any debt securitiespart of the purchase price for businesses that are acquired by the Partnership; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(k) for the remaining term of the 180-day restricted period, (ii) enter into any swap or any other agreement or any transaction arrangement that transfers to another, in whole or in part, any of the economic consequence consequences of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii)Common Units, whether any such transaction described in clauses clause (i) or (ii) above is to be settled by delivery of debt the Common Units or such other securities, in cash or otherwise, (iii) file any registration statement with the Commission relating to the offering of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii) above. The restrictions contained in the preceding sentence shall not apply to (A) the Units to be sold hereunder, (B) the issuance of Common Units, and options to purchase Common Units pursuant to the Partnership’s option plans under the terms of such plans in effect on the date hereof, provided such options are granted at fair market value and in amounts and with exercise terms consistent with the Partnership’s past practice, or the sale of Common Units pursuant to the Long Term Incentive Plan filed as an exhibit to the Registration Statement (or the filing of a registration statement on Form S-8 to register Common Units issuable under such plan), or (C) the issuance by the Partnership of Common Units upon the exercise of an option or warrant or the conversion of a security outstanding on the date of the Underwriting Agreement of which ▇▇▇▇▇ has been advised in writing. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (2) prior to the expiration of the 180-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Partnership shall promptly notify ▇▇▇▇▇ of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. (l) To comply with Rule 433(d) under the Securities Act (without reliance on Rule 164(b) under the Act) and with Rule 433(g) under the Securities Act. (m) Not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. (n) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act) or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, except in each case other than the Prospectus. (o) To maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Partnership, a registrar for the Common Units. (p) To apply the net proceeds to the Partnership from the sale of the Units in the manner set forth under the caption “Use of Proceeds” in the Prospectus. (q) The Partnership will promptly notify the Representatives if the Partnership ceases to be an Emerging Growth Company at any time prior to the later of (a) the time when a prospectus relating to the Units is not required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) and (b) the expiration of the lock-up period described in Section 6(m) above. (r) If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

Covenants of the Partnership. The Partnership covenants with the Underwriters as follows: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will notify the Underwriters promptly, and confirm the notice in writing, , (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority governmental authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. The Partnership will promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. (b) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus during the period mentioned in Section 5(g) below, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule. (d) During the period mentioned in Section 5(g) below, to furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object. (e) Not to take any action that would result in the Underwriters or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (f) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (h) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States and its territories as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subject. (i) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders and to you an earnings earning statement for the purpose of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act and the Securities Act Regulationsrules and regulations of the Commission thereunder. (j) Through the Closing Date, the Partnership will not, without the prior written consent of the Managers, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any debt securities, (ii) enter into any swap or any other agreement or any transaction that transfers to another, in whole or in part, any of the economic consequence of ownership of the Securities, or (iii) file with the Commission a registration statement, prospectus or prospectus supplement under the Securities Act relating to any debt securities, or publicly disclose the intention to effect any transaction described in clauses (i), (ii) or (iii), whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of debt securities, in cash or otherwise.

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followsManager: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will To notify the Underwriters promptly, and confirm Manager promptly of the notice in writing, (i) time on or after the date of this Agreement when the Registration Statement or any post-effective amendment to the Registration Statement shall has been filed or become effective, effective or when the Basic Prospectus or the Prospectus or any supplement to any of the foregoing has been filed; to prepare and file with the Commission, promptly upon the Manager’s request, any amendments or supplements to the Registration Statement, the Basic Prospectus or the Prospectus that, in the Manager’s reasonable opinion, may be necessary or any amended advisable in connection with the offering of the Units by the Manager; and to cause the Basic Prospectus, the Prospectus shall have been filedSupplement and the Prospectus and each amendment or supplement to the Basic Prospectus, (iithe Prospectus Supplement or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the receipt Act (without reliance on Rule 424(b)(8)) or, in the case of any comments from Incorporated Document, to be filed with the CommissionCommission as required pursuant to the Exchange Act, within the time period prescribed. (iiib) To promptly advise the Manager, confirming such advice in writing, of any suspension of the Manager’s obligations under Rule 15c2-8 under the Exchange Act or any request by the Commission for any amendment amendments or supplements to the Registration Statement Statement, the Basic Prospectus or any amendment or supplement to the Prospectus (in each case including, without limitation, any Incorporated Document) or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the and, use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every its reasonable effort efforts to prevent the issuance of any order referred to in clause (iv) of the preceding sentence such stop order, and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use its reasonable best efforts to obtain the lifting thereof at or removal of such order as soon as possible, including, if necessary, by filing an amendment to the earliest possible moment. The Partnership will Registration Statement or a new registration statement and using its reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable; to promptly effect advise the filings necessary Manager of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus (other than any amendment or supplement to be effected by the Partnership’s filing of a report, document or proxy or information statement pursuant to Rule 424(bSections 13, 14 or 15(d) under of the Securities Act Exchange Act, which shall be subject to the provisions of clause (2) of Section 4(d) below), and will take to provide the Manager and its counsel copies of any such steps as it deems necessary documents for review and comment a reasonable amount of time prior to ascertain promptly whether any proposed filing and not to file or use any such amendment or supplement (other than any prospectus supplement relating to the form offering of prospectus transmitted for filing under Rule 424(bother securities (including, without limitation, the Common Units)) under to which the Securities Act was received for filing by the Commission and, Manager shall have reasonably objected in the event that it was not, it will promptly file such prospectuswriting. (bc) To make available to the Manager, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to youthe Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Manager may request for the purposes contemplated by the Act; in case the Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the ProspectusAct or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S‑K under the Act, the Partnership will prepare, at its expense, such amendment or amendments to the Registration Statement and the Prospectus as you may reasonably requestbe necessary to permit compliance with the requirements of Section 10(a)(3) of the Act or Item 512(a) of Regulation S‑K under the Act, as the case may be. (c1) Before amending or supplementing the Registration Statement, the Time Subject to clause (2) of Sale Prospectus or the Prospectus during the period mentioned in this Section 5(g) below4(d), to furnish file promptly all reports and documents and any preliminary or definitive proxy or information statement required to you be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units; and (2) to provide the Manager, for its review and comment, with a copy of each such any reports and statements and other documents to be filed by the Partnership pursuant to Section 13, 14 or 15(d) of the Exchange Act a reasonable amount of time prior to any proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably objectfiling, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to no such Rule. (d) During the period mentioned in Section 5(g) belowreport, to furnish to you a copy of each proposed free writing prospectus to be prepared by statement or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus document to which you the Manager shall have reasonably objectobjected in writing, and to promptly notify the Manager of such filing. (e) Not To pay the fees applicable to take any action that would result the Registration Statement in the Underwriters or the Partnership being required to file connection with the Commission pursuant to Rule 433(d) offering of the Units under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunderAct. (f) If the Time Partnership receives a notice from the Commission or otherwise ceases to be eligible to use Form S-3, the Partnership will (a) promptly notify the Manager, (b) promptly file a new registration statement or post-effective amendment on the proper form relating to the Units, in a form satisfactory to the Manager, (c) use its reasonable best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (d) promptly notify the Manager of Sale Prospectus such effectiveness. References herein to the Registration Statement relating to the Units shall include such new registration statement or post-effective amendment, as the case may be. (g) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Units remain unsold by the Manager, the Partnership will, prior to the Renewal Deadline file, if it has not already done so and is being used eligible to solicit offers do so, a new shelf registration statement relating to buy the Securities at Units, in a time when form satisfactory to the Prospectus is not yet available Manager and will use its reasonable best efforts to prospective purchasers cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable best efforts to take all other action necessary or appropriate to permit the public offering and any event sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall occur or condition exist as a result of which include such new shelf registration statement. (h) If it is shall be necessary to amend the Registration Statement or file a new registration statement or a supplement to the Time of Sale Prospectus so that the Time of Sale Prospectus will would not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, or if it is necessary to amend or supplement the Time of Sale Prospectus in order to comply with applicable lawthe Act or the Exchange Act or the respective rules and regulations thereunder, forthwith to prepareincluding in connection with use or delivery of the Prospectus, the Partnership promptly will (i) notify the Manager of any such event, (ii) prepare and file with the Commission Commission, subject to compliance with Section 4(a), (b) and furnish(d), at an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its own expense, reasonable efforts to have any amendment to the Underwriters and to any dealer upon request, either amendments Registration Statement or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus new registration statement declared effective as so amended or supplemented will not, include any untrue statement of a material fact or omit to state a material fact necessary soon as practicable in order to make the statements therein, avoid any disruption in light use of the circumstances under which they were made, not misleading, or so that Prospectus and (iv) supply any supplemented Prospectus to the Time of Sale Prospectus, Manager in such quantities as amended or supplemented, will comply with applicable lawthe Manager may reasonably request. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (hi) To endeavor furnish such information as may be required and otherwise to qualify cooperate in qualifying the Securities Units for offer offering and sale under the securities or Blue Sky blue sky laws of such states or other jurisdictions within as the United States Manager may designate and its territories to maintain such qualifications in effect so long as you shall reasonably requestrequired for the distribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign limited partnership or to do business consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Manager of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction where it is not now so qualified or take the initiation or threatening of any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjectproceeding for such purpose. (ij) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its security holders securityholders, and to you deliver to the Manager, an earnings statement for of the purpose of, and to provide Partnership (which will satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and Act) covering a period of twelve months beginning after the Securities Act Regulationseffective date of the Registration Statement (as defined in Rule 158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in Rule 158(c) under the Act). (jk) Through To apply the Closing Datenet proceeds from the sale of the Units in the manner set forth under the caption “Use of Proceeds” in the Prospectus. (l) Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, or permit the registration under the Act of, any Common Units or any other securities of the Partnership that are substantially similar to Common Units (“Similar Securities”) or any securities convertible into or exchangeable or exercisable for Common Units or Similar Securities (including without limitation, any options, warrants or other rights to purchase Common Units or Similar Securities), or publicly announce an intention to effect any such transaction, in each case without giving the Manager at least three Trading Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale. Notwithstanding the foregoing, the Partnership may (i) register the offer and sale of the Units through the Manager pursuant to this Agreement; (ii) file a registration statement on Form S‑8 relating to Common Units that may be issued pursuant to the 2008 Long-Term Incentive Plan filed with the Commission on November 21, 2008 and described in the Partnership’s reports filed with the Commission under the Exchange Act; (iii) issue securities under the Amended and Restated 2004 Unit Plan or the 2008 Long-Term Incentive Plan described in the Partnership’s reports filed with the Commission under the Exchange Act; (iv) issue and sell Common Units pursuant to the Partnership’s distribution reinvestment program; and (v) issue units upon the exercise of options and warrants or the vesting of restricted unit awards, all outstanding as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the Exchange Act or issued after the date of this Agreement under equity compensation plans described in clause (iii) of this sentence. In the event that notice of a proposed sale is provided by the Partnership pursuant to this Section 4(l), the Manager may suspend activity under this Agreement for such period of time as may be requested by the Partnership or as may be deemed appropriate by the Manager. The Partnership agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Units under this Agreement or any alternative equity distribution agreement shall be effected by or through only one Manager, alternative manager or sales agent on any single given day, and the Partnership shall in no event request that more than one of the Manager, alternative manager or sales agent sell Units on the same day. (m) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (n) The Partnership will not, without and will cause its Subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the sale or resale of the Units. (o) To use its reasonable best efforts to effect the listing of the Units on the NYSE, subject to notice of issuance. The Partnership shall cooperate with the Manager and use its reasonable efforts to permit the Units to be eligible for clearance and settlement through the facilities of DTC. (p) To advise the Manager immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Manager pursuant to Section 6 herein. (q) Upon commencement of the offering of the Units under this Agreement (and upon the recommencement of the offering of the Units under this Agreement following the termination of a Suspension of sales hereunder), and each time that (i) offer, pledge, sell, contract to sell, sell any option the Registration Statement or contract to purchase, purchase any option the Prospectus shall be amended or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose supplemented (other than by the filing with the Commission of any debt securitiesdocument incorporated by reference therein, which shall be subject to the provisions of subclause (ii) below, and other than a prospectus supplement filed pursuant to Rule 424(b) under the Act relating solely to the offering of securities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8‑K, in whole or in part, any of unless the economic consequence of ownership of the SecuritiesManager shall otherwise reasonably request), or (iii) file with the Commission a registration statement, prospectus or prospectus supplement Manager may reasonably request (the date of commencement of the offering of the Units under the Securities Act relating this Agreement and each date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii) or and (iii) above, each a “Representation Date”), whether any such transaction described in clauses (i) to furnish or (ii) above is cause to be settled by furnished to the Manager forthwith a certificate of two of the General Partner’s executive officers, dated and delivered the Representation Date, in form satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 6(f) of this Agreement which was last furnished to the Manager are true and correct as of such Representation Date as though made at and as of such date (except that such certificate shall state that such statements shall be deemed to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(f), modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of debt securitiessuch certificate. (r) At each Representation Date to furnish or cause to be furnished forthwith to the Manager a written opinion of Vinson & ▇▇▇▇▇s, ▇.▇.▇., counsel to the Partnership (“Partnership Counsel”), or other counsel satisfactory to the Manager, dated and delivered as of such Representation Date, in cash form and substance satisfactory to the Manager, of the same tenor as the opinion referred to in Section 6(c) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion. (s) At each Representation Date to furnish or otherwise.cause to be furnished forthwith to the Manager a written opinion of Thomas P. ▇▇▇▇▇, ▇▇▇▇▇▇l Counsel and Secretary of ETP LLC, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager, of the same tenor as the opinion referred to in Section 6(d) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus, in each

Covenants of the Partnership. The Partnership covenants agrees with the Underwriters as followsManager: (a) The Partnership, subject to Section 5(b), will comply with the requirements of Rule 430A under the Securities Act or Rule 430B under the Securities Act, as applicable, and, during the period mentioned in Section 5(g) below, will To notify the Underwriters promptly, and confirm Manager promptly of the notice in writing, (i) time on or after the date of this Agreement when the Registration Statement or any post-effective amendment to the Registration Statement shall has been filed or become effective, effective or when the Basic Prospectus or the Prospectus or any supplement to any of the foregoing has been filed; to prepare and file with the Commission, promptly upon the Manager’s request, any amendments or supplements to the Registration Statement, the Basic Prospectus or the Prospectus that, in the Manager’s reasonable opinion, may be necessary or any amended advisable in connection with the offering of the Units by the Manager; and to cause the Basic Prospectus, the Prospectus shall have been filedSupplement and the Prospectus and each amendment or supplement to the Basic Prospectus, (iithe Prospectus Supplement or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the receipt Act (without reliance on Rule 424(b)(8)) or, in the case of any comments from Incorporated Document, to be filed with the CommissionCommission as required pursuant to the Exchange Act, within the time period prescribed. (iiib) To promptly advise the Manager, confirming such advice in writing, of any suspension of the Manager’s obligations under Rule 15c2-8 under the Exchange Act or any request by the Commission for any amendment amendments or supplements to the Registration Statement Statement, the Basic Prospectus or any amendment or supplement to the Prospectus (in each case including, without limitation, any Incorporated Document) or for additional information and (iv) with respect thereto, or of notice of examination, institution of proceedings for or the issuance by the Commission entry of any a stop order suspending the effectiveness of the Registration Statement or of any order by any Governmental Authority or regulatory authority preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Partnership will make every reasonable effort to prevent the issuance of any order referred to in clause (iv) of the preceding sentence and, if any such the Commission should enter a stop order is issuedsuspending the effectiveness of the Registration Statement, to use its reasonable best efforts to obtain the lifting thereof at or removal of such order as soon as possible; to promptly advise the earliest possible moment. The Partnership will promptly effect Manager of any proposal to amend or supplement the filings necessary Registration Statement, the Basic Prospectus or the Prospectus (other than any amendment or supplement to be effected by the Partnership’s filing of a report, document or proxy or information statement pursuant to Rule 424(bSections 13, 14 or 15(d) under of the Securities Act Exchange Act, which shall be subject to the provisions of clause (2) of Section 4(d) below), and will take to provide the Manager and its counsel copies of any such steps as it deems necessary documents for review and comment a reasonable amount of time prior to ascertain promptly whether any proposed filing and not to file or use any such amendment or supplement (other than any prospectus supplement relating to the form offering of prospectus transmitted for filing under Rule 424(bother securities (including, without limitation, the Common Units)) under to which the Securities Act was received for filing by the Commission and, Manager shall have reasonably objected in the event that it was not, it will promptly file such prospectuswriting. (bc) To make available to the Manager, as soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to youthe Manager, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to you as many copies of the Time Prospectus (or of Sale Prospectusthe Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Manager may request for the purposes contemplated by the Act; in case the Manager is required to deliver (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the ProspectusAct or any similar rule), any documents incorporated by reference therein and any supplements and amendments thereto in connection with the sale of the Units, a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K under the Act, the Partnership will prepare, at its expense, such amendment or amendments to the Registration Statement and the Prospectus as you may reasonably requestbe necessary to permit compliance with the requirements of Section 10(a)(3) of the Act or Item 512(a) of Regulation S-K under the Act, as the case may be. (c1) Before amending or supplementing the Registration Statement, the Time Subject to clause (2) of Sale Prospectus or the Prospectus during the period mentioned in this Section 5(g) below4(d), to furnish file promptly all reports and documents and any preliminary or definitive proxy or information statement required to you be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units; and (2) to provide the Manager, for its review and comment, with a copy of each such any reports and statements and other documents to be filed by the Partnership pursuant to Section 13, 14 or 15(d) of the Exchange Act a reasonable amount of time prior to any proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably objectfiling, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to no such Rule. (d) During the period mentioned in Section 5(g) belowreport, to furnish to you a copy of each proposed free writing prospectus to be prepared by statement or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus document to which you the Manager shall have reasonably objectobjected in writing, and to promptly notify the Manager of such filing. (e) Not To pay the fees applicable to take any action that would result the Registration Statement in the Underwriters or the Partnership being required to file connection with the Commission pursuant to Rule 433(d) offering of the Units under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunderAct. (f) If the Time Partnership receives a notice from the Commission or otherwise ceases to be eligible to use Form S-3, the Partnership will (a) promptly notify the Manager, (b) promptly file a new registration statement or post-effective amendment on the proper form relating to the Units, in a form satisfactory to the Manager, (c) use its reasonable best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (d) promptly notify the Manager of Sale such effectiveness. References herein to the Registration Statement relating to the Units shall include such new registration statement or post-effective amendment, as the case may be. (g) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Units remain unsold by the Manager, the Partnership will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new shelf registration statement relating to the Units, in a form satisfactory to the Manager and will use its reasonable best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Partnership will use its reasonable best efforts to take all other action necessary or appropriate to permit the public offering and sale of the Units to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include such new shelf registration statement. (h) To promptly notify the Manager of the happening of any event that could require the making of any change in the Prospectus is then being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus will would not include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleadingmisleading and, or if it is necessary subject to amend or supplement the Time of Sale Prospectus Section 4(b) and Section 4(d), to comply with applicable law, forthwith to prepare, file with the Commission prepare and furnish, at its own the Partnership’s expense, to the Underwriters and to any dealer upon request, either Manager promptly such amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale such Prospectus as so amended or supplemented will not, include may be necessary to reflect any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable lawsuch change. (g) If, during such period after the first date of the public offering of the Securities as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriters or a dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or so that the Prospectus, as amended or supplemented, will comply with law. (hi) To endeavor furnish such information as may be required and otherwise to qualify cooperate in qualifying the Securities Units for offer offering and sale under the securities or Blue Sky blue sky laws of such states or other jurisdictions within as the United States Manager may designate and its territories to maintain such qualifications in effect so long as you shall reasonably requestrequired for the distribution of the Units; provided provided, however, that in no event shall the Partnership shall not be obligated required to qualify as a foreign limited partnership or to do business consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Units); and to promptly advise the Manager of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction where it is not now so qualified or take the initiation or threatening of any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the Securities as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now subjectproceeding for such purpose. (ij) The Partnership will timely file such reports pursuant to the Exchange Act as are necessary in order to To make generally available to its security holders securityholders, and to you deliver to the Manager, an earnings statement for of the purpose of, and to provide Partnership (which will satisfy the benefits contemplated by, the last paragraph provisions of Section 11(a) of the Securities Act and Act) covering a period of twelve months beginning after the Securities Act Regulationseffective date of the Registration Statement (as defined in Rule 158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in Rule 158(c) under the Act). (jk) Through To apply the Closing Datenet proceeds from the sale of the Units in the manner set forth under the caption “Use of proceeds” in the Prospectus Supplement. (l) Not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, or permit the registration under the Act of, any Common Units or any other securities of the Partnership that are substantially similar to Common Units (“Similar Securities”) or any securities convertible into or exchangeable or exercisable for Common Units or Similar Securities (including without limitation, any options, warrants or other rights to purchase Common Units or Similar Securities), in each case without giving the Manager at least three Trading Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale. Notwithstanding the foregoing, the Partnership may (i) register the offer and sale of the Units through the Manager pursuant to this Agreement; (ii) file a registration statement on Form S-8 relating to Common Units that may be issued pursuant to the 2008 Long-Term Incentive Plan filed with the Commission on November 21, 2008 and described in the Partnership’s reports filed with the Commission under the Exchange Act; (iii) issue securities under the Amended and Restated 2004 Unit Plan or the 2008 Long-Term Incentive Plan described in the Partnership’s reports filed with the Commission under the Exchange Act; and (iv) issue units upon the exercise of options and warrants or the vesting of restricted unit awards, all outstanding as of the date of this Agreement and described in the Partnership’s reports filed with the Commission under the Exchange Act or issued after the date of this Agreement under equity compensation plans described in clause (iii) of this sentence. In the event that notice of a proposed sale is provided by the Partnership pursuant to this Section 4(l), the Manager may suspend activity under this Agreement for such period of time as may be requested by the Partnership or as may be deemed appropriate by the Manager. (m) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Units, in each case other than the Prospectus. (n) The Partnership will not, without and will cause its Subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the prior written consent stabilization or manipulation of the Managersprice of any security of the Partnership to facilitate the sale or resale of the Units. (o) To use its reasonable best efforts to effect the listing of the Units on the NYSE, subject to notice of issuance. (p) To advise the Manager immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Manager pursuant to Section 6 herein. (q) Upon commencement of the offering of the Units under this Agreement, and each time that (i) offer, pledge, sell, contract to sell, sell any option the Registration Statement or contract to purchase, purchase any option the Prospectus shall be amended or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose supplemented (other than by the filing with the Commission of any debt securitiesdocument incorporated by reference therein, which shall be subject to the provisions of subclause (ii) below, and other than a prospectus supplement filed pursuant to Rule 424(b) under the Act relating solely to the offering of securities other than the Units), (ii) enter there is filed with the Commission any document incorporated by reference into any swap or any the Prospectus (other agreement or any transaction that transfers to anotherthan a Current Report on Form 8-K, in whole or in part, any of unless the economic consequence of ownership of the SecuritiesManager shall otherwise reasonably request), or (iii) file with the Commission a registration statement, prospectus or prospectus supplement Manager may reasonably request (the date of commencement of the offering of the Units under the Securities Act relating this Agreement and each date referred to any debt securities, or publicly disclose the intention to effect any transaction described in clauses subclauses (i), (ii) or and (iii) above, each a “Representation Date”), whether any to furnish or cause to be furnished to the Manager forthwith a certificate of two of the General Partner’s executive officers, dated and delivered the Representation Date, in form satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 6(e) of this Agreement which was last furnished to the Manager are true and correct as of such transaction described Representation Date as though made at and as of such date (except that such certificate shall state that such statements shall be deemed to relate to the Registration Statement and the Prospectus, in clauses each case as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(e), modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such certificate. (r) At each Representation Date to furnish or cause to be furnished forthwith to the Manager a written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel to the Partnership (“Partnership Counsel”), or other counsel satisfactory to the Manager, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager, of the same tenor as the opinion referred to in Section 6(c) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion. (s) At each Representation Date to furnish or cause to be furnished forthwith to the Manager a written opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel and Secretary of ETP LLC, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager, of the same tenor as the opinion referred to in Section 6(d) of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus, in each case as amended and supplemented to the time of delivery of such opinion. (t) At each Representation Date to furnish or cause to be furnished to the Manager forthwith a certificate of the Secretary of ETP LLC, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager, of the same tenor as the certificate referred to in Section 6(h) of this Agreement but modified to relate to the Registration Statement and the Prospectus, in each case, as amended and supplemented to the date of such certificate. (u) At each Representation Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Manager, shall deliver a written opinion, dated and delivered as of such Representation Date, in form and substance satisfactory to the Manager. (v) Upon commencement of the offering of the Units under this Agreement, and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional or amended financial information (other than an amendment or supplement effected by the filing with the Commission of any document incorporated by reference therein, which shall be subject to the provisions of subclauses (ii) above and (iii) below), (ii) the Partnership shall file an annual report on Form 10-K or a quarterly report on Form 10-Q, (iii) upon request by the Manager to the Partnership, there is filed with the Commission any document (other than an annual report on Form 10-K or a quarterly report on Form 10-Q) incorporated by reference into the Prospectus which contains financial information, or (iv) the Manager may reasonably request, to be settled by delivery cause the Accountants, or other independent accountants satisfactory to the Manager, forthwith to furnish the Manager a letter, dated the date of debt securitiesthe commencement of the offering, in cash or otherwise.the da