specified in the letters referred to in paragraph (h) or (i) of this Section 7, or any change, or any development involving a prospective material adverse change,
in or affecting the general affairs, operations, properties, business, prospects, capitalization, management, condition (financial or otherwise), securityholders’ equity or results of operations or net worth of the Partnership Entities, taken
as a whole, other than as set forth or contemplated in the Pricing Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) above, is, in the reasonable judgment of the Underwriter, so material and
adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Offered Units being delivered on the Delivery Date on the terms and in the manner contemplated in the Pricing Disclosure Package.
(m) Subsequent to the execution and delivery of this Agreement, no downgrading shall have occurred in the rating accorded the debt securities
or any preferred equity securities of any of the Partnership Entities that are rated by any “nationally recognized statistical rating organization” (as that term is defined by the Commission for purposes of Section 3(a)(62) of the
Exchange Act), and no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its ratings of any such debt securities or preferred equity securities.
(n) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the events described in
Section 10(i)-(iv) hereof.
(o) The Lock-Up Agreements between
the Underwriter and the officers and directors of the Partnership set forth on Schedule 3 and each of the Selling Unitholders, delivered to the Underwriter on or before the date of this Agreement, shall be in full force and effect on the
Delivery Date.
(p) The Partnership and the Selling Unitholders shall have each furnished the Underwriter such additional documents and
certificates as the Underwriter or counsel to the Underwriter may reasonably request.
All opinions, letters, documents, evidence and
certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to the Underwriter and to counsel to the Underwriter.
Section 8. Indemnification and Contribution.
(a) The Partnership shall indemnify and hold harmless the Underwriter, the directors, officers, employees and agents of the Underwriter,
affiliates of the Underwriter who have participated in the distribution of the Offered Units as an underwriter, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act, from and against any
loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Offered Units), to which the Underwriter, director,
officer, employee, agent, affiliate or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained or included, as applicable, in (A) the Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto, (B) any
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