Common use of Additional Covenants and Agreements Clause in Contracts

Additional Covenants and Agreements. Section 5.1. Preparation of the Proxy Statement and the Schedule 13E-3; Unitholders Meeting. (a) As soon as practicable following the date of this Agreement, the Partnership and Parent shall prepare and file with the SEC the Proxy Statement and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, the “Schedule 13E-3”). The Partnership shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Common Unitholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, including by incorporation by reference, the Proxy Statement or the Schedule 13E-3 will be made by any Party without providing the other Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either the Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the Common Unitholders. The Parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement or the Schedule 13E-3 or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and the Schedule 13E-3 or the transactions contemplated by this Agreement. (b) The Partnership shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Section 5.3, the Partnership Board shall, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall include, subject to Section 5.3, the Partnership Board Recommendation. Once the Unitholders Meeting has been called and noticed, the Partnership shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum of the Common Unitholders or (ii) as reasonably determined by the Partnership to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parent. (c) Unless this Agreement is validly terminated in accordance with Article VII, the Partnership shall submit this Agreement to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected an Adverse Recommendation Change.

Additional Covenants and Agreements. Section 5.1. 6.1 Preparation of the Proxy Partnership Information Statement and the Schedule 13E-3; Unitholders Meeting. (a) As soon promptly as practicable following the date of this Agreement, (i) the Partnership and Parent Parties shall jointly prepare and file with the SEC the Proxy Schedule 13E-3 and any amendments thereto as required by Rule 13e-3 under the Exchange Act, and (ii) the Parties shall prepare and the Partnership shall file with the SEC the preliminary Partnership Information Statement. Each of the Parties shall cooperate and consult with each other in connection with the preparation and filing of the preliminary and definitive Partnership Information Statement and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, the “Schedule 13E-3”). The Partnership shall use , as applicable, including promptly furnishing to each other in writing upon request any and all information relating to a Party or its commercially reasonable efforts to cause the Proxy Statement Affiliates as may be required to be mailed to set forth in the Common Unitholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, including by incorporation by reference, the Proxy Partnership Information Statement or the Schedule 13E-3 will be made by any Party without providing the other Parties a reasonable opportunity to review and comment thereon13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the Partnership or ParentParties, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent any Party that should be set forth in an amendment or supplement to either to, the Proxy Partnership Information Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Common UnitholdersLimited Partners. The Parties shall notify each other promptly of the receipt of any comments comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement or Partnership Information Statement, the Schedule 13E-3 or for additional information and each Party shall supply each the other Parties with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and Partnership Information Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership, with the cooperation of, and after consultation with, each of the other Parties as provided by this AgreementSection 6.1, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to, and to resolve, all comments received from the SEC or the staff of the SEC concerning the Partnership Information Statement as promptly as reasonably practicable and each of the Parties shall, with the cooperation of, and after consultation with, each of the other Parties as provided by this Section 6.1, use commercially reasonable efforts to respond as promptly as reasonably practicable to, and to resolve, all comments received from the SEC or the staff of the SEC concerning the Schedule 13E-3 as promptly as reasonably practicable. No filing of, or amendment or supplement to, including by incorporation by reference, or correspondence with the SEC or the staff of the SEC with respect to the Partnership Information Statement or the Schedule 13E-3 will be made by any of the Parties, as applicable, without providing the other Parties, as applicable, a reasonable opportunity to review and comment thereon, which comments the Parties, as applicable, shall consider and implement in good faith. As promptly as reasonably practicable after all comments received from the SEC or the staff of the SEC have been cleared by the SEC, the Partnership shall file the definitive Partnership Information Statement with the SEC and cause such definitive Partnership Information Statement to be mailed to its Limited Partners of record. (b) The Subject to Section 6.3, the Partnership shall, as soon as practicable following through the date GP Board, submit this Agreement and the Merger to a vote of the Limited Partners by written consent, and recommend to the Limited Partners approval of this AgreementAgreement and the Merger (such recommendation, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Section 5.3, the Partnership Board shall, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and ”). The Partnership Information Statement shall include a copy of the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall includeFairness Opinion and, subject to Section 5.36.3, the Partnership Board Recommendation. Once Without limiting the Unitholders Meeting has been called and noticed, the Partnership shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum generality of the Common Unitholders or (ii) as reasonably determined by the Partnership foregoing, but subject to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parent. (c) Unless Section 6.3, unless this Agreement is validly terminated in accordance with Article VIIpursuant to Section 8.1(d)(ii), the Partnership shall Partnership’s obligations pursuant to the first sentence of this Section 6.1(b) to submit this Agreement and the Merger to a vote of the Common Unitholders for approval at Limited Partners by written consent shall not be affected by the Unitholders Meeting even if withdrawal or modification of the Partnership Board Recommendation or any other action by the GP Conflicts Committee shall have effected an Adverse Recommendation Changeor the GP Board with respect to this Agreement or the transactions contemplated hereby.

Additional Covenants and Agreements. Section SECTION 5.1. Preparation of the Proxy Statement Form S-4 and the Schedule 13E-3Proxy Statement/Prospectus; Unitholders MeetingShareholder Meetings. (a) As soon as practicable following the date of this Agreement, the Partnership Company and Parent shall prepare and the Company shall file with the SEC the Proxy Statement Statement/Prospectus and the Rule 13E-3 transaction statement on Schedule 13E-3 (Company and Parent shall prepare and Parent shall file with the SEC the Form S-4, in which the Proxy Statement/Prospectus will be included as amended or supplemented, a prospectus. Each of the “Schedule 13E-3”). The Partnership Company and Parent shall use its commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and keep the Form S-4 effective for so long as necessary to consummate the Merger. The Company shall use its reasonable best efforts to cause the Proxy Statement Statement/Prospectus to be mailed to the Common Unitholders shareholders of the Company as promptly as practicable following after the date Form S-4 is declared effective under the Securities Act. Parent shall also take any action reasonably required to be taken under any applicable state securities Laws in connection with the issuance of this AgreementParent Common Shares in the Merger, and the Company shall furnish all information concerning the Company and the holders of shares of Company Common Stock as may be reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, including by incorporation by reference, the Proxy Statement or the Schedule 13E-3 Form S-4 will be made by any Party Parent, and no filing of, or amendment or supplement to, the Proxy Statement/Prospectus will be made by the Company, in each case, without providing the other Parties party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership Company or Parent, or any of their respective Affiliates, directors or officers, is should be discovered by the Partnership Company or Parent that which should be set forth in an amendment or supplement to either the Proxy Statement Form S-4 or the Schedule 13E-3Proxy Statement/Prospectus, so that any either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that party which discovers such information shall promptly notify the other Parties parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the Common Unitholdersshareholders of the Company. The Parties parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement Statement/Prospectus or the Schedule 13E-3 Form S-4 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and Statement/Prospectus, the Schedule 13E-3 Form S-4 or the transactions contemplated by this AgreementMerger and (ii) all orders of the SEC relating to the Form S-4. (b) The Partnership Company shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders its shareholders (the “Unitholders Company Shareholders Meeting”) for the purpose of obtaining the Unitholder Company Shareholder Approval. Subject to Section 5.35.4(c), the Partnership Board Company shall, acting upon through its Board of Directors, recommend to its shareholders adoption of this Agreement (the Conflicts Committee Recommendation, make the Partnership “Company Board Recommendation, and the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall include, subject to Section 5.3, the Partnership Board Recommendation. Once the Unitholders Meeting has been called and noticed, the Partnership shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum of the Common Unitholders or (ii) as reasonably determined by the Partnership to comply with applicable Law”); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parent. (c) Unless this Agreement is validly terminated in accordance with Article VIIParent shall cause the Parent Common Shares to be issued pursuant hereto to be approved for listing on the NYSE, the Partnership shall submit this Agreement subject to official notice of issuance, prior to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected an Adverse Recommendation ChangeEffective Time.

Additional Covenants and Agreements. Section 5.1. 6.1 Preparation of the Registration Statement, the Joint Proxy Statement and the Schedule 13E-3; Unitholders Meeting. (a) As soon promptly as practicable following the date of this Agreement, (i) the Partnership and Parent shall jointly prepare and the Partnership and Parent shall file with the SEC the Joint Proxy Statement, (ii) the Partnership and Parent shall jointly prepare and Parent shall file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus and (iii) the Partnership and Parent shall jointly prepare and Parent, HoldCo, Merger Sub, the General Partner, HLH and the Partnership shall jointly file with the SEC the Schedule 13E-3. The Partnership and Parent each shall, upon request by the other, furnish the other with all information concerning themselves, their Subsidiaries, directors, officers and unitholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Joint Proxy Statement and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, the “Schedule 13E-3”). The Each of the Partnership and Parent shall use its commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated by this Agreement. Each of the Partnership and Parent shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Common Unitholders Limited Partners and the Parent Stockholders as promptly as practicable following after the date Registration Statement is declared effective under the Securities Act. Each of this Agreementthe parties shall cooperate and consult with each other in connection with the preparation and filing of the Registration Statement, the Joint Proxy Statement and the Schedule 13E-3, as applicable, including promptly furnishing to each other in writing upon request any and all information relating to a party or its Affiliates as may be required to be set forth therein, as applicable, under applicable Law. No filing of, or amendment or supplement to, including by incorporation by referencethe Registration Statement, the Joint Proxy Statement or the Schedule 13E-3 will be made by any Party a party without providing the other Parties parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either to, the Registration Statement, the Joint Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party party that discovers such information shall promptly notify the other Parties parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Lawapplicable Laws, disseminated to the Common UnitholdersLimited Partners and the Parent Stockholders. The Parties parties shall notify each other promptly of the receipt of any comments comments, written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Joint Proxy Statement, the Registration Statement or the Schedule 13E-3 13E-3, or for additional information information, and each party shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement and Statement, the Registration Statement, the Schedule 13E-3 or the transactions contemplated by this AgreementAgreement and (ii) all orders of the SEC relating to the Joint Proxy Statement or the Registration Statement. (b) The Partnership shall, with the Parent Parties’ cooperation, as soon promptly as practicable following after the date of this AgreementRegistration Statement is declared effective under the Securities Act, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) Partnership Special Meeting for the purpose of obtaining the Unitholder Approval. Subject to Section 5.3, the Partnership Board shall, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Partnership shall, through the GP Board and the Partnership Conflicts Committee (unless the GP Board and/or the Partnership Conflicts Committee has made a Partnership Adverse Recommendation Change), recommend to the Limited Partners approval of this Agreement and the Merger (collectively, the “Partnership Board Recommendation”) and use the Partnership’s reasonable best efforts to obtain from the Limited Partners the Partnership Unitholder Approval. Unless there has been a Partnership Adverse Recommendation Change, the Joint Proxy Statement shall include, subject to Section 5.3, include the Partnership Board Recommendation. Once Notwithstanding anything in this Agreement to the Unitholders contrary, the Partnership may postpone or adjourn the Partnership Special Meeting (i) to solicit additional proxies for the purpose of obtaining the Partnership Unitholder Approval, (ii) for the absence of a quorum, (iii) to the extent reasonably necessary to ensure that any supplement or amendment to the Joint Proxy Statement that the Partnership Conflicts Committee or the GP Board has been called determined after consultation with outside legal counsel is necessary under applicable Laws is provided to the Limited Partners within the minimum amount of time reasonably practicable prior to the Partnership Special Meeting and noticed(iv) if the Partnership has delivered any notice contemplated by Section 6.1(g) and the time periods contemplated by Section 6.1(g) have not expired; provided, however, that in each case, without the written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned), the Partnership shall not be permitted to postpone or adjourn the Unitholders Partnership Special Meeting without for more than 10 Business Days later than the most recently postponed or adjourned meeting or to a date after the date that is two Business Days prior to the Outside Date. The Partnership shall adjourn the Partnership Special Meeting at the request of Parent (but in no event for more than 30 days from the date the Partnership Special Meeting was originally scheduled to convene) (i) to solicit additional proxies for the purpose of obtaining the Partnership Unitholder Approval or (ii) for the absence of a quorum. Without the written consent of Parent (other than which shall not be unreasonably withheld, delayed or conditioned), no matter shall be submitted for action at the Partnership Special Meeting except the approval of this Agreement, the Merger and matters reasonably related to this Agreement. (c) Parent shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, establish a record date for, duly call, give notice of, convene and hold the Parent Special Meeting for the purpose of obtaining the Parent Stockholder Approval. Parent shall, through the Parent Board and the Parent Conflicts Committee (unless the Parent Board and/or the Parent Conflicts Committee has made a Parent Adverse Recommendation Change), recommend that the Parent Stockholders approve the Parent Stock Issuance (collectively, the “Parent Board Recommendation”) and use Parent’s reasonable best efforts to obtain from the Parent Stockholders the Parent Stockholder Approval. Unless there has been a Parent Adverse Recommendation Change, the Joint Proxy Statement shall include the Parent Board Recommendation. Notwithstanding anything in this Agreement to the contrary, Parent may postpone or adjourn the Parent Special Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (ii) for the absence of a quorum, (iii) to the extent reasonably necessary to ensure that any supplement or amendment to the Joint Proxy Statement that the Parent Conflicts Committee or the Parent Board has determined after consultation with outside legal counsel is necessary under applicable Laws is provided to the Parent Stockholders within the minimum amount of time reasonably practicable prior to the Parent Special Meeting and (iv) if Parent has delivered any notice contemplated by Section 6.1(i) and the time periods contemplated by Section 6.1(i) have not expired; provided, however, that in order to obtain a quorum each case, without the written consent of the Common Unitholders Partnership (which shall not be unreasonably withheld, delayed or conditioned), Parent shall not be permitted to postpone or adjourn the Parent Special Meeting for more than 10 Business Days later than the most recently postponed or adjourned meeting or to a date after the date that is two Business Days prior to the Outside Date. Parent shall adjourn the Parent Special Meeting at the request of the Partnership (but in no event for more than 30 days from the date the Parent Special Meeting was originally scheduled to convene) (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval or (ii) as reasonably determined by for the Partnership to comply with applicable Law); provided that in no event shall absence of a quorum. Without the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In the Partnership (which shall not be unreasonably withheld, delayed or conditioned), no event matter shall any matter be submitted to the Common Unitholders for action at the Unitholders Parent Special Meeting other than except the approval of the Parent Stock Issuance and matters specifically contemplated by this Agreement without the prior written consent of Parentreasonably related thereto. (cd) The parties shall use their reasonable best efforts to hold the Partnership Special Meeting and the Parent Special Meeting on the same day. (e) Unless this Agreement is validly terminated in accordance with Article VIIVIII, the Partnership shall submit this Agreement and the Merger to the Common Unitholders Limited Partners for approval at the Unitholders Partnership Special Meeting even if the GP Board and/or the Partnership Conflicts Committee shall have effected an a Partnership Adverse Recommendation Change. Unless this Agreement is validly terminated in accordance with Article VIII, Parent shall submit the Parent Stock Issuance for approval at the Parent Special Meeting even if the Parent Board or the Parent Conflicts Committee has made a Parent Adverse Recommendation Change. (f) Except as expressly permitted by this Section 6.1, the General Partner and the Partnership shall not, and shall cause their respective Subsidiaries and their respective Representatives not to, directly or indirectly (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the Partnership Board Recommendation or (ii) fail to include the Partnership Board Recommendation in the Joint Proxy Statement (the taking of any action described in clauses (i) or (ii) being referred to as a “Partnership Adverse Recommendation Change”). (g) Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Partnership Unitholder Approval, and subject to compliance in all material respects with this Section 6.1(g), either or both of the GP Board (upon the recommendation of the Partnership Conflicts Committee) or the Partnership Conflicts Committee may make a Partnership Adverse Recommendation Change if the GP Board (upon the recommendation of the Partnership Conflicts Committee) and/or the Partnership Conflicts Committee, as applicable, determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to effect such Partnership Adverse Recommendation Change would be inconsistent with the duties of the GP Board or the Partnership Conflicts Committee, as applicable, under applicable Law, as modified by the Partnership Agreement; provided, however, that any Partnership Adverse Recommendation Change shall have no effect on the validity of the Special Approval granted by the Partnership Conflicts Committee, which shall remain in full force and effect for all purposes under the Partnership Agreement; and further provided, however, that the GP Board or the Partnership Conflicts Committee may not effect a Partnership Adverse Recommendation Change pursuant to the foregoing unless: (i) the GP Board or the Partnership Conflicts Committee, as applicable, has provided prior written notice to Parent specifying in reasonable detail the reasons for such action at least four Business Days in advance of its intention to make a Partnership Adverse Recommendation Change, unless at the time such notice is otherwise required to be given there are fewer than four Business Days prior to the expected date of the Partnership Unitholder Approval, in which case such notice shall be provided as far in advance as practicable (the period inclusive of all such days, the “Partnership Notice Period”); and (ii) during the Partnership Notice Period, the GP Board or the Partnership Conflicts Committee, as applicable, has negotiated, and has used its reasonable best efforts to cause its financial advisors and outside legal counsel to negotiate, with the Parent Conflicts Committee in good faith (to the extent the Parent Conflicts Committee desires to negotiate in its sole discretion) to make such adjustments in the terms and conditions of this Agreement so that the failure to effect such Partnership Adverse Recommendation Change would not be inconsistent with the duties of the GP Board or the Partnership Conflicts Committee, as applicable, under applicable Law, as modified by the Partnership Agreement; provided, however, that the GP Board and the Partnership Conflicts Committee shall take into account all changes to the terms of this Agreement proposed by the Parent Conflicts Committee in determining whether to make a Partnership Adverse Recommendation Change. (h) Except as expressly permitted by this Section 6.1, the Parent shall not, and shall cause its Subsidiaries and Representatives not to, directly or indirectly (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to the General Partner and the Partnership, the Parent Board Recommendation or (ii) fail to include the Parent Board Recommendation in the Joint Proxy Statement (the taking of any action described in clauses (i) or (ii) being referred to as a “Parent Adverse Recommendation Change”). (i) Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Parent Stockholder Approval, and subject to compliance in all material respects with this Section 6.1(i), either or both of the Parent Board (upon the recommendation of the Parent Conflicts Committee) or the Parent Conflicts Committee may make a Parent Adverse Recommendation Change in response to a Parent Designated Proposal or the occurrence of a Parent Intervening Event if the Parent Board (upon the recommendation of the Parent Conflicts Committee) and/or the Parent Conflicts Committee, as applicable, determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to effect such Parent Adverse Recommendation Change would be inconsistent with the duties of the Parent Board or the Parent Conflicts Committee, as applicable, under applicable Law; provided, however, no such Parent Adverse Recommendation Change shall be made in response to a Parent Acquisition Proposal that does not constitute a Parent Designated Proposal; provided further, however, that the Parent Board or the Parent Conflicts Committee may not effect a Parent Adverse Recommendation Change pursuant to the foregoing unless: (i) the Parent Board or the Parent Conflicts Committee, as applicable, has provided prior written notice to the General Partner and the Partnership Conflicts Committee specifying in reasonable detail the reasons for such action (including, in the case of a Parent Designated Proposal, a description of the material terms of such Parent Designated Proposal or, in the case of a Parent Intervening Event, a reasonably detailed description of such Parent Intervening Event) at least four Business Days in advance of its intention to make a Parent Adverse Recommendation Change, unless at the time such notice is otherwise required to be given there are fewer than four Business Days prior to the expected date of the Parent Stockholder Approval, in which case such notice shall be provided as far in advance as practicable (the period inclusive of all such days, the “Parent Notice Period”); and (ii) during the Parent Notice Period,

Additional Covenants and Agreements. Section 5.1. 6.1 Preparation of the Proxy Partnership Information Statement and the Schedule 13E-3; Unitholders Meeting. (a) As soon promptly as practicable following the date of this Agreement, the Partnership and Parent and Merger Sub shall jointly prepare and file with the SEC the Proxy Statement Schedule 13E-3 and any amendments thereto as required by Rule 13e-3 under the Exchange Act, and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, Partnership and Parent shall prepare and the “Schedule 13E-3”)Partnership shall file with the SEC the Partnership Information Statement. The Each of the Partnership and Parent shall use its commercially reasonable efforts to cause the Proxy Partnership Information Statement to be mailed to the Common Unitholders Limited Partners as promptly as practicable following after the date of this Agreement. No Each of Parent, Merger Sub, the Partnership and the Partnership GP shall cooperate and consult with each other in connection with the preparation and filing ofof the Partnership Information Statement and the Schedule 13E-3, or amendment or supplement toas applicable, including by incorporation by reference, promptly furnishing to each other in writing upon request any and all information relating to a party or its Affiliates as may be required to be set forth in the Proxy Partnership Information Statement or the Schedule 13E-3 will be made by any Party without providing the other Parties a reasonable opportunity to review and comment thereon13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either to, the Proxy Partnership Information Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party party that discovers such information shall promptly notify the other Parties parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Common UnitholdersLimited Partners. The Parties parties shall notify each other promptly of the receipt of any comments comments, written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement or Partnership Information Statement, the Schedule 13E-3 or for additional information and each party shall supply each the other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and Partnership Information Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership, with Parent’s and Merger Sub’s cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to and use commercially reasonable efforts to resolve all comments received from the SEC or the staff of the SEC concerning the Partnership Information Statement as promptly as reasonably practicable and shall respond (with the cooperation of, and after consultation with, Parent and Merger Sub as provided by this AgreementSection 6.1) as promptly as reasonably practicable to, and use commercially reasonable efforts to resolve, all comments received from the SEC or the staff of the SEC concerning the Schedule 13E-3 as promptly as reasonably practicable. No filing of, or amendment or supplement to, including by incorporation by reference, or correspondence with the SEC with respect to the Partnership Information Statement or the Schedule 13E-3 will be made by the Partnership, Parent or Merger Sub, as applicable, without providing the Partnership, Parent or Merger Sub, as applicable, a reasonable opportunity to review and comment thereon, which comments the Partnership, Parent or Merger Sub, as applicable, shall consider and implement in good faith. (b) The Subject to Section 6.3, the Partnership shall, as soon as practicable following through the date GP Board, recommend to the Limited Partners approval of this AgreementAgreement and the Merger (collectively, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Section 5.3, the Partnership Board shall, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and ”). The Partnership Information Statement shall include a copy of the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall includeFairness Opinion and, subject to Section 5.36.3, the Partnership Board Recommendation. Once Without limiting the Unitholders Meeting has been called and noticedgenerality of the foregoing, but subject to Section 6.3, the Partnership Partnership’s obligations pursuant to the first sentence of this Section 6.1(b) shall not postpone be affected by the withdrawal or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum modification of the Common Unitholders Partnership Board Recommendation or (ii) as reasonably determined by the Partnership to comply with applicable Law); provided that in no event shall GP Conflicts Committee’s or the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent GP Board’s approval of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without or the prior written consent of Parenttransactions contemplated hereby. (c) Unless this Agreement is validly terminated in accordance with Article VII, the Partnership shall submit this Agreement to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected an Adverse Recommendation Change.

Additional Covenants and Agreements. Section 5.1. Preparation (a) The Committee shall have the right to participate in negotiations and decisions regarding the Consensual Plan, including without limitation, exit financing sought in connection therewith, allowance of the Proxy Statement Sherman Wire Company claims and allowance of envi▇▇▇▇▇▇▇al claims. The Debtors shall keep the Committee and the Schedule 13E-3; Unitholders MeetingRetiree Representatives timely apprised as to the status of the solicitation of consents to the Consensual Plan and, if applicable, the Qualified Alternative Plan and all negotiations related thereto. (ab) As soon Subject to Section 13(i) hereof, the Committee, the Retiree Representatives and/or the ISWA shall have the right to engage in negotiations and discussions with any Potential Bidder, without disclosing confidential information (unless such Potential Bidder has executed a confidentiality agreement), concerning any Offer, Qualified Offer and/or the Qualified Alternative Plan and shall each further have the right to sponsor, file and pursue confirmation of a Qualified Alternative Plan in accordance with the provisions of Sections 17 and 18 hereof. The Debtors shall have the right to participate in negotiations and decisions regarding any Qualified Alternative Plan. (c) The Debtors agree to consult with the Committee and the Retiree Representatives prior to taking any significant action in the Proceedings or in connection with any threatened or pending litigation or governmental action relating to, referring to or involving EWP. (d) N▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ Representatives, the ISWA, Contran or the Debtors shall initiate or participate in a sale process for or market test of the value of the Debtors, EWP or their respective assets, except as practicable following provided in Section 17 hereof. (e) The Debtors will use their reasonable best efforts to obtain Bankruptcy Court approval of this Agreement on or before twenty (20) days after filing a motion to approve the Agreement. (f) The Debtors, Contran and the Committee shall (i) meet and confer on or before six (6) days prior to the date first scheduled for commencement of this Agreementthe hearing to approve a disclosure statement for the Consensual Plan in an effort to estimate anticipated allowed Class A6 Claims; (ii) in good faith thereafter, as necessary or appropriate, meet and confer in furtherance thereof; and (iii) timely keep the Partnership and Parent shall prepare and file with the SEC the Proxy Statement ISWA and the Rule 13E-3 transaction statement on Schedule 13E-3 Retiree Representatives apprised of the progress of such meetings. (g) Any Proposing Party (as amended or supplemented, the “Schedule 13E-3”). The Partnership defined below) shall use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to the Common Unitholders as promptly as practicable following the date of this Agreement. No filing ofnegotiate a Definitive Agreement that does not provide for any bid protection, or amendment or supplement including, but not limited to, including by incorporation by referencebreakup fees or related expense reimbursements. If, despite the Proxy Statement or the Schedule 13E-3 will be made by Proposing Party's reasonable best efforts, a Definitive Agreement provides for any Party without providing the other Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership or Parentform of bid protection, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either the Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information provision shall be jointly prepared and promptly filed with the SEC and, subject to the extent required by Law, disseminated to the Common Unitholders. The Parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement or the Schedule 13E-3 or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one handseparate Bankruptcy Court approval, and the SEC Parties reserve all rights under the Bankruptcy Code or other applicable law to contest such a provision. (h) In order to maintain stability in the staff Debtors' business in connection with the Qualified Alternative Plan process, the Parties agree to support approval of a key employee retention plan ("KERP") on terms and conditions substantially similar to those outlined in Exhibit B hereto. The Debtors will seek Bankruptcy Court approval of the SEC, on the other hand, KERP contemporaneously with respect to the Proxy Statement and the Schedule 13E-3 or the transactions contemplated by seeking Bankruptcy Court approval of this Agreement. (bi) The Partnership shallPrior to the filing of a disclosure statement for the Consensual Plan and, if applicable, the Qualified Alternative Plan and except as soon as practicable following set forth in the date summary of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject Agreement to be filed pursuant to Section 5.32(a) hereof, the Partnership Board shallParties shall keep the terms and provisions of this Agreement confidential and shall not, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall include, subject to Section 5.3, the Partnership Board Recommendation. Once the Unitholders Meeting has been called and noticed, the Partnership shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum of the Common Unitholders or (ii) as reasonably determined by the Partnership to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. each of the Parties, disclose such terms and provisions to any third party; provided however, that notwithstanding a Potential Bidder's execution of a confidentiality agreement, the Parties shall not disclose to any Potential Bidder the terms and provisions of the Consensual Plan. (j) All Parties shall act in good faith in honoring their obligations and in performing under this Agreement. (k) In no event shall any matter be submitted connection with the proposal and confirmation of a Qualified Alternative Plan, the Parties agree as follows: (i) If the Definitive Agreement provides for assumption of the 1114 Agreement (which, pursuant to the Common Unitholders at 1114 Agreement, would trigger Schedule C thereof, including for purposes of reducing monthly contributions to Affected Retirees to $130 for the Unitholders Meeting balance of 2005, effective as of the Effective Date of the applicable Qualified Alternative Plan), as modified pursuant to Section 9 hereof, the Retiree Representatives may, in their collective and unanimous discretion prior to commencement of the hearing on the Dual Plan Disclosure Statement: (A) withdraw from the 1114 Agreement (effective as of the effective date of a confirmed Qualified Alternative Plan); (B) on behalf of the Affected Retirees, forego all payments and benefits thereunder (the "1114 Stream of Payments"); and (C) in lieu thereof, receive payments, pro rata with other general unsecured creditors, on account of the $116,000,000 Claim (the "$116,000,000 Claim Election"); provided however, that if the Retiree Representatives make the $116,000,000 Claim Election and the Committee determines, in its sole discretion, that the 1114 Stream of Payments is of higher and/or better value than the additional consideration, if any, offered by the Qualified Bidder in lieu of the 1114 Stream of Payments, the amount of the 1114 Stream of Payments payable by the Qualified Bidder under the Definitive Agreement (in connection with the intent to assume the 1114 Agreement) shall be paid, pro rata, to all general unsecured creditors including without limitation, the Affected Retirees (on account of the $116,000,000 Claim); provided further, that if the Retiree Representatives make the $116,000,000 Claim Election, the Affected Retirees shall have, and be deemed to have, received a prepayment on account of the $116,000,000 Claim in an amount equal to the aggregate payments that each Affected Retiree received during the pendency of the Proceedings (approximately $3,600,000 as of March 31, 2005) under and pursuant to orders of the Bankruptcy Court (the "Interim 1114 Payments") such that the holders of allowed general unsecured claims, other than the matters specifically contemplated by this Affected Retirees, shall receive payments under the Qualified Alternative Plan in the same pro rata amount as the Affected Retirees receive thereunder after giving effect to the $116,000,000 Claim and the Interim 1114 Payments, as illustrated in the schedule attached hereto as Exhibit C. (ii) If the Definitive Agreement without does not provide for assumption of the prior written consent 1114 Agreement, the Affected Retirees shall receive, on account of Parentthe $116,000,000 Claim, pro rata treatment with the holders of other allowed general unsecured (non-subordinated) claims against the Debtors; provided however, that the Affected Retirees shall have, and be deemed to have, received a prepayment on account of the $116,000,000 Claim in an amount equal to the Interim 1114 Payments such that the holders of allowed general unsecured claims, other than the Affected Retirees, shall receive payments under the Qualified Alternative Plan in the same pro rata amount as the Affected Retirees receive thereunder after giving effect to the $116,000,000 Claim and the Interim 1114 Payments, as illustrated in the schedule attached hereto as Exhibit C. (iii) Distributions to the Affected Retirees on account of the $116,000,000 Claim shall be allocated to Affected Retirees as follows: (A) ISWA Affected Retirees: 59.0%; (B) UAW Affected Retirees: 26.5%; and (C) Management Affected Retirees: 14.5%. (cl) Unless In the event that a Qualified Alternative Plan is confirmed, all accrued, unpaid Contran Administrative Claims arising under the ISA shall be paid on the effective date of such Qualified Alternative Plan. (m) The L/C Claims shall be allowed or disallowed, in whole or in part, in connection with the claims allowance process in the Proceedings. The Parties reserve all rights, remedies and defenses in respect of the L/C Claims and all other rights, claims, remedies and defenses that may arise under or in connection with the intercompany insurance program maintained by Contran and the Debtors, including, without limitation, all rights, claims, remedies and defenses related to any administrative expense priority claims that may be asserted by Contran in respect of such intercompany insurance program (the "Insurance Program Claims"). (n) The Debtors and Contran shall, at their respective option, be relieved of their respective obligations under Sections 2, 5 and 8 of this Agreement (excluding Section 8(d)(iv) hereof) relating specifically and only to negotiating, supporting and seeking confirmation of the Consensual Plan upon the occurrence of a Material Adverse Change; provided, however, that the Debtors and Contran shall not thereupon be relieved of any of their other respective obligations under this Agreement, and the occurrence of a Material Adverse Change shall not be deemed to cause a Termination. For purposes of this Agreement, a Material Adverse Change shall mean (i) a determination by the Court that the Consensual Plan is validly terminated in accordance with Article VIInot feasible or may not be confirmed for other reasons, (ii) a material adverse change in, or a material adverse effect upon, the Partnership operations, business, prospects, properties or condition (financial or otherwise) of the Debtors, taken as a whole, or (iii) an inability of the Debtors to perform the terms and provisions of the Consensual Plan applicable to them; provided, however, that a Material Adverse Change shall submit not include an adverse change, effect or event attributable to (A) any adverse change in general economic conditions affecting the U.S. economy as a whole or the industry in which the Debtors operate, or (B) any adverse change in regulatory conditions in the industry in which the Debtors operate. The occurrence of a Material Adverse Change shall not affect the survival of certain provisions of this Agreement pursuant to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected an Adverse Recommendation ChangeSection 18(b) hereof.

Additional Covenants and Agreements. Section 5.1. 6.1 Preparation of the Registration Statement, the Proxy Statement and the Schedule 13E-3; Unitholders Partnership Unitholder Meeting. (a) As soon promptly as practicable following the date of this Agreement, (i) the Partnership and Parent shall prepare and file with the SEC the Proxy Statement and (ii) the Rule 13E-3 transaction statement on Partnership and Parent shall jointly prepare and Parent shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, and the Schedule 13E-3 (and any amendments thereto as amended or supplemented, required by Rule 13e-3 under the “Schedule 13E-3”)Exchange Act. Each of the Partnership and Parent shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated by this Agreement. The Partnership shall use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to the Common Unitholders Limited Partners as promptly as practicable following after the date Registration Statement is declared effective under the Securities Act. Each of this Agreementthe parties shall cooperate and consult with each other in connection with the preparation and filing of the Registration Statement, the Proxy Statement and the Schedule 13E-3, as applicable, including promptly furnishing to each other in writing upon request any and all information relating to a party or its Affiliates as may be required to be set forth therein, as applicable, under applicable Law. No filing of, or amendment or supplement to, including by incorporation by referencethe Registration Statement, the Proxy Statement or the Schedule 13E-3 will be made by any Party a party without providing the other Parties parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either to, the Registration Statement, the Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party party that discovers such information shall promptly notify the other Parties parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Lawapplicable Laws, disseminated to the Common UnitholdersLimited Partners. The Parties parties shall notify each other promptly of the receipt of any comments comments, written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement, the Registration Statement or the Schedule 13E-3 or for additional information and each party shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and Statement, the Registration Statement, the Schedule 13E-3 or the transactions contemplated by this AgreementAgreement and (ii) all orders of the SEC relating to the Registration Statement or the Schedule 13E-3. (b) The Partnership shall, as soon promptly as practicable following after the date of this AgreementRegistration Statement is declared effective under the Securities Act, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders Limited Partners (the “Unitholders Partnership Unitholder Meeting”) (which Partnership Unitholder Meeting date shall be no later than 35 days after the date that the Registration Statement is declared effective under the Securities Act) for the purpose of obtaining the Partnership Unitholder Approval. Subject to Section 5.36.3, the Partnership Board shall, acting upon through the Conflicts Committee RecommendationGP Board, make recommend to the Limited Partners approval of this Agreement (collectively, the “Partnership Board Recommendation, ”) and use the Partnership’s reasonable best efforts to obtain from the Limited Partners the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall include, subject to Section 5.36.3, the Partnership Board Recommendation. Once Without limiting the Unitholders Meeting has been called and noticed, the Partnership shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum generality of the Common Unitholders or (ii) as reasonably determined by the Partnership to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parent. (c) Unless foregoing, unless this Agreement is validly terminated in accordance with Article VIIVIII, the Partnership’s obligations pursuant to the first sentence of this Section 6.1(b) shall not be affected by the withdrawal or modification by the Audit Committee or the GP Board of the Partnership Board Recommendation or any other action by the Audit Committee or the GP Board with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the Partnership may postpone or adjourn the Partnership Unitholder Meeting (i) to solicit additional proxies for the purpose of obtaining the Partnership Unitholder Approval, (ii) for the absence of quorum, (iii) to the extent reasonably necessary to ensure that any supplement or amendment to the Proxy Statement that the Audit Committee has determined after consultation with outside legal counsel is necessary under applicable Laws is provided to the Limited Partners within the minimum amount of time reasonably practicable prior to the Partnership Unitholder Meeting, and (iv) if the Partnership has delivered any notice contemplated by Section 6.3(d) and the time periods contemplated by Section 6.3(d) have not expired; provided, however, that in each case, without the written consent of the Parent (which shall not be unreasonably withheld, delayed or conditioned), the Partnership shall submit this Agreement not be permitted to postpone or adjourn the Partnership Unitholder Meeting for more than 10 Business Days later than the most recently adjourned meeting or to a date after the date that is two Business Days prior to the Common Unitholders for approval Outside Date. The Partnership shall adjourn the Partnership Unitholder Meeting at the Unitholders request of Parent (but in no event for more than 30 days from the date the Partnership Unitholder Meeting even if was originally scheduled to convene) (i) to solicit additional proxies for the Conflicts Committee shall have effected an Adverse Recommendation Change.purpose of obtaining the Partnership Unitholder Approval or (ii) for the absence of

Additional Covenants and Agreements. Section 5.1. 5.1 Preparation of the Proxy Statement and the Schedule 13E-3; Unitholders Meeting. (a) As soon as practicable following the date of this Agreement, the Partnership MLP and Parent shall prepare and file with the SEC the Proxy Statement and the Rule 13E-3 13e-3 transaction statement on Schedule 13E-3 (as amended or supplemented, the “Schedule 13E-3”). The Partnership MLP shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Common Unitholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, including by incorporation by reference, the Proxy Statement or the Schedule 13E-3 will be made by any Party without providing the other Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership MLP or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership MLP or Parent that should be set forth in an amendment or supplement to either the Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the Common Unitholders. The Parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement or the Schedule 13E-3 or for additional information and shall supply each other with copies of all correspondence between it or any of its directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (“Representatives”), on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and the Schedule 13E-3 or the transactions contemplated by this Agreement. (b) The Partnership MLP shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Section 5.3, the Partnership Board MLP shall, acting upon through the Conflicts Committee RecommendationGP Board, make recommend to the Partnership Unitholders adoption of this Agreement (the “MLP Board Recommendation, ”) and the Partnership MLP shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall include, subject to Section 5.3, the Partnership MLP Board Recommendation. Once the Unitholders Meeting has been called and noticed, the Partnership MLP shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum of the Common Unitholders its unitholders or (ii) as reasonably determined by the Partnership MLP to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 ten (10) days without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parent. (c) Unless this Agreement is validly terminated in accordance with Article VII, the Partnership MLP shall submit this Agreement to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected an Adverse Recommendation Change. (d) MLP Partners hereby irrevocably and unconditionally agrees, at any Unitholders Meeting, however called, including any adjournment or postponement thereof, or in connection with any written consent of the Unitholders, it shall, to the fullest extent that the Subordinated Units are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause the Subordinated Units to be counted as present thereat for purposes of establishing a quorum; and (ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Subordinated Units (A) in favor of the approval and adoption of this Agreement, any transactions contemplated by this Agreement and any other matter necessary for the consummation of such transactions submitted for the vote or written consent of the Unitholders; (B) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the MLP Entities or any of their Subsidiaries contained in this Agreement; and (C) against any action, agreement or transaction that would impede, interfere with, delay, postpone or adversely affect the Merger or the other transactions contemplated by this Agreement.

Additional Covenants and Agreements. Section 5.1. 5.1 Preparation of the Proxy Registration Statement and the Schedule 13E-3Proxy Statement; SXE Unitholders Meeting. (a) As soon as practicable following the date of this Agreement, the Partnership SXE and Parent AMID shall prepare and AMID shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of SXE and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, the “Schedule 13E-3”). The Partnership AMID shall use its commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. SXE shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Common SXE Unitholders as promptly as practicable following after the date of this AgreementRegistration Statement is declared effective under the Securities Act. No filing of, or amendment or supplement to, including the Registration Statement will be made by incorporation by referenceAMID, and no filing of, or amendment or supplement to, the Proxy Statement or the Schedule 13E-3 will be made by any Party SXE, without providing the other Parties Party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership SXE or ParentAMID, or any of their respective Affiliates, directors or officers, is discovered by the Partnership SXE or Parent AMID that should be set forth in an amendment or supplement to either any of the Proxy Registration Statement or the Schedule 13E-3Proxy Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the Common SXE Unitholders. The Parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement or the Schedule 13E-3 Registration Statement or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and the Schedule 13E-3 Registration Statement, or the transactions contemplated by this Agreementhereby and (ii) all orders of the SEC relating to the Registration Statement. (b) The Partnership SXE shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common SXE Unitholders (the “SXE Unitholders Meeting”) for the purpose of obtaining the SXE Unitholder Approval. Subject to Section 5.3, the Partnership Board SXE shall, acting upon through the Conflicts Committee RecommendationSXE GP Board, make recommend to the Partnership SXE Unitholders approval of this Agreement (the “SXE Board Recommendation”). Unless the SXE GP Board has effected a SXE Adverse Recommendation Change in accordance with Section 5.3, and the Partnership SXE shall use its commercially reasonable best efforts to solicit from the Common SXE Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the SXE Unitholder Approval. The Proxy Statement shall include, subject to Section 5.3, the Partnership SXE Board Recommendation. Once Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1, SXE shall submit this Agreement for approval by the SXE Unitholders Meeting has been called and noticedat such SXE Unitholders Meeting. Notwithstanding anything in this Agreement to the contrary, the Partnership shall not SXE may postpone or adjourn the SXE Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum solicit additional proxies for the purpose of obtaining the Common Unitholders or SXE Unitholder Approval, (ii) as reasonably for the absence of a quorum, (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that SXE has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Partnership to comply with applicable Law); provided that in no event shall the SXE Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In no event shall any matter be submitted to the Common SXE Unitholders at the Unitholders Meeting other than the matters specifically Meeting, or (iv) if SXE has delivered any notice contemplated by this Agreement without Section 5.3(c) and the prior written consent of Parenttime periods contemplated by Section 5.3(c) have not expired. (c) Unless this Agreement is validly terminated in accordance with Article VII, the Partnership shall submit this Agreement to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected an Adverse Recommendation Change.

Additional Covenants and Agreements. Section 5.1. 6.1 Preparation of the Proxy Information Statement and the Schedule 13E-3; Unitholders Meeting. (a) . As soon promptly as practicable following the date of this Agreement, (a) the Partnership and Parent shall jointly prepare and the Partnership shall (i) file with the SEC the preliminary Information Statement and (ii) following the completion of the SEC review and comment(s) thereon, file with the SEC and distribute to the Limited Partners the definitive Information Statement and (b) the Partnership and Parent shall jointly prepare and file with the SEC the Proxy Schedule 13E-3 and any amendments thereto as required by Rule 13e-3 under the Exchange Act. Each of the Partnership and Parent shall cooperate and consult with each other in connection with the preparation and filing of the Information Statement and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, the “Schedule 13E-3”). The Partnership shall use , as applicable, including promptly furnishing to each other in writing upon request any and all information relating to a party or its commercially reasonable efforts to cause the Proxy Statement Affiliates, directors or officers as may be required to be mailed to the Common Unitholders set forth therein, as promptly as practicable following the date of this Agreementapplicable, under applicable Law. No filing of, or amendment or supplement to, including by incorporation by reference, the Proxy Information Statement or the Schedule 13E-3 will shall be made by any Party a party without providing the other Parties parties, as applicable, a reasonable opportunity to review and comment thereon, which comments, the parties, as applicable, shall consider and implement in good faith. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either to, the Proxy Information Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party party that discovers such information shall promptly notify the other Parties parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Common UnitholdersLimited Partners. The Parties Partnership and Parent shall notify each other promptly of the receipt of any comments comments, written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Information Statement or the Schedule 13E-3 or for additional information information, and each party shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Information Statement and or the Schedule 13E-3 or the transactions contemplated by this Agreement. (b) . The Partnership shallPartnership, with the cooperation of, and after consultation with, each of Parent and the other parties hereto, as soon as practicable following the date of provided by this AgreementSection 6.1, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Section 5.3, the Partnership Board shall, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and the Partnership shall use its commercially reasonable efforts to solicit respond as promptly as practicable to, and to resolve, all comments received from the Common Unitholders proxies in favor SEC or the staff of the Merger SEC concerning the Information Statement, and each of the parties, with the cooperation of, and after consultation with, each of the other parties, as provided by this Section 6.1, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to, and to take resolve, all other action necessary comments received from the SEC or advisable to secure the Unitholder Approvalstaff of the SEC concerning the Schedule 13E-3 as promptly as reasonably practicable. The Proxy Statement shall include, subject to Section 5.3, As promptly as reasonably practicable after all comments received from the Partnership Board Recommendation. Once SEC or the Unitholders Meeting has staff of the SEC have been called and noticedcleared by the SEC, the Partnership shall not postpone or adjourn file the Unitholders Meeting without definitive Information Statement with the consent of Parent (other than (i) in order SEC and cause such definitive Information Statement to obtain a quorum of the Common Unitholders or (ii) as reasonably determined by the Partnership be mailed to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parentits Limited Partners. (c) Unless this Agreement is validly terminated in accordance with Article VII, the Partnership shall submit this Agreement to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected an Adverse Recommendation Change.

Additional Covenants and Agreements. Section 5.1. 6.1 Preparation of the Partnership Proxy Statement and the Schedule 13E-3; Unitholders Partnership Unitholder Meeting. (a) As soon promptly as practicable following the date of this Agreement, (i) the Partnership and Parent Parties shall jointly prepare and file with the SEC the Schedule 13E-3 and any amendments thereto as required by Rule 13e-3 under the Exchange Act, and (ii) the Parties shall prepare and the Partnership shall file with the SEC the preliminary Partnership Proxy Statement. Each of the Parties shall cooperate and consult with each other in connection with the preparation and filing of the preliminary and definitive Partnership Proxy Statement and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, the “Schedule 13E-3”). The Partnership shall use , as applicable, including promptly furnishing to each other in writing upon request any and all information relating to a Party or its commercially reasonable efforts to cause the Proxy Statement Affiliates as may be required to be mailed to set forth in the Common Unitholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, including by incorporation by reference, the Partnership Proxy Statement or the Schedule 13E-3 will be made by any Party without providing the other Parties a reasonable opportunity to review and comment thereon13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the Partnership or ParentParties, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent any Party that should be set forth in an amendment or supplement to either to, the Partnership Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Common UnitholdersLimited Partners. The Parties shall notify each other promptly of the receipt of any comments comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Partnership Proxy Statement or Statement, the Schedule 13E-3 or for additional information and each Party shall supply each the other Parties with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Partnership Proxy Statement and Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership, with the cooperation of, and after consultation with, each of the other Parties as provided by this AgreementSection 6.1, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to, and to resolve, all comments received from the SEC or the staff of the SEC concerning the Partnership Proxy Statement as promptly as reasonably practicable and each of the Parties shall, with the cooperation of, and after consultation with, each of the other Parties as provided by this Section 6.1, use commercially reasonable efforts to respond as promptly as reasonably practicable to, and to resolve, all comments received from the SEC or the staff of the SEC concerning the Schedule 13E-3 as promptly as reasonably practicable. No filing of, or amendment or supplement to, including by incorporation by reference, or correspondence with the SEC or the staff of the SEC with respect to the Partnership Proxy Statement or the Schedule 13E-3 will be made by any of the Parties, as applicable, without providing the other Parties, as applicable, a reasonable opportunity to review and comment thereon, which comments the Parties, as applicable, shall consider and implement in good faith. As promptly as reasonably practicable after all comments received from the SEC or the staff of the SEC have been cleared by the SEC, the Partnership shall file the definitive Partnership Proxy Statement with the SEC and cause such definitive Partnership Proxy Statement to be mailed to its Limited Partners of record. (b) The Partnership shall, through the GP Board, as soon promptly as practicable following after the date of this AgreementPartnership Proxy Statement is cleared by the SEC, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders Limited Partners (the “Unitholders Partnership Unitholder Meeting”) (which Partnership Unitholder Meeting date shall be no later than 35 days after the date that the Partnership Proxy Statement is cleared by the SEC) for the purpose of obtaining the Partnership Unitholder Approval. Subject to Section 5.36.3, the Partnership Board shall, acting upon through the GP Board, submit this Agreement and the Merger to a vote of the Limited Partners and use the Partnership’s reasonable best efforts to obtain from the Limited Partners the Partnership Unitholder Approval. Subject to Section 6.3, the Partnership shall, through the GP Board and the GP Conflicts Committee RecommendationCommittee, make recommend to the Limited Partners approval of this Agreement (such recommendations, the “Partnership Board Recommendation”). Subject to the terms and conditions of the GP Conflicts Committee Financial Advisor Engagement Letter, and the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall includeinclude a copy of the GP Conflicts Committee Fairness Opinion and, subject to Section 5.36.3, the Partnership Board Recommendation. Once Notwithstanding anything in this Agreement to the Unitholders contrary, the Partnership may postpone or adjourn the Partnership Unitholder Meeting (i) to solicit additional proxies for the purpose of obtaining the Partnership Unitholder Approval, (ii) in the absence of quorum, (iii) to the extent reasonably necessary to ensure that any supplement or amendment to the Partnership Proxy Statement that the GP Board has been called determined after consultation with outside legal counsel is necessary under applicable Laws is provided to the Limited Partners within the minimum amount of time reasonably practicable prior to the Partnership Unitholder Meeting, and noticed(iv) if the Partnership has delivered any notice contemplated by Section 6.3(e) and the time periods contemplated by Section 6.3(e) have not expired; provided, however, that in each case, without the written consent of Parent (which shall not be unreasonably withheld, conditioned, or delayed), the Partnership shall not be permitted to postpone or adjourn the Unitholders Partnership Unitholder Meeting without for more than ten (10) Business Days later than the most recently adjourned meeting or to a date after the date that is three (3) Business Days prior to the Outside Date. The Partnership shall adjourn the Partnership Unitholder Meeting at the request of Parent (but in no event for more than 30 days from the date the Partnership Unitholder Meeting was originally scheduled to convene) (i) to solicit additional proxies for the purpose of obtaining the Partnership Unitholder Approval or (ii) in the absence of quorum. Without the written consent of Parent (other than (i) in order to obtain a quorum of the Common Unitholders which shall not be unreasonably withheld, conditioned, or (ii) as reasonably determined by delayed), no matter shall be submitted for action at the Partnership to comply with applicable Law); provided that in no event shall Unitholder Meeting except the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent approval of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without and the prior written consent of ParentMerger and matters reasonably related to this Agreement. (c) Unless this Agreement is validly terminated in accordance with Article VIIVIII, the Partnership shall submit this Agreement to the Common Unitholders Limited Partners for approval at the Unitholders Partnership Unitholder Meeting even if the GP Board and the GP Conflicts Committee shall have effected an a Partnership Adverse Recommendation Change.

Additional Covenants and Agreements. Section 5.1. 6.1 Preparation of the Partnership Proxy Statement and the Schedule 13E-3; Unitholders No Solicitation; Partnership Unitholder Meeting. (a) As soon promptly as practicable following the date of this Agreement, the Partnership Parties and Parent the Buyer Parties shall jointly prepare and file with the SEC the Proxy Statement Schedule 13E-3 and any amendments thereto as required by Rule 13E-3 under the Exchange Act, and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, Partnership and LM Infra shall prepare and the “Schedule 13E-3”)Partnership shall file with the SEC the Partnership Proxy Statement. The Each of the Partnership and LM Infra shall use its commercially reasonable efforts to cause the definitive Partnership Proxy Statement to be filed with the SEC and to cause the Partnership Proxy Statement to be mailed to the Common Unitholders as promptly as reasonably practicable following after all comments received from the date SEC or the staff of this Agreementthe SEC have been cleared. No Each of the Parties shall cooperate and consult with each other in connection with the preparation and filing ofof the Partnership Proxy Statement and the Schedule 13E-3, or amendment or supplement toas applicable, including by incorporation by reference, promptly furnishing to each other in writing upon reasonable request any and all information relating to a Party or its Affiliates as may be required to be set forth in the Partnership Proxy Statement or the Schedule 13E-3 will be made by any Party without providing the other Parties a reasonable opportunity to review and comment thereon13E-3, as applicable, under applicable Law. If at any time prior to the First REIT Merger Effective Time any information relating to the Partnership or Parent, a Party or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent another Party that should be set forth in an amendment or supplement to either the Partnership Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Common Unitholders. The Parties shall notify each other promptly of the receipt of any comments comments, written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Partnership Proxy Statement or Statement, the Schedule 13E-3 or for additional information and each Party shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Partnership Proxy Statement and Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership Parties, with the Buyer Parties’ cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to and use commercially reasonable efforts to resolve all comments received from the SEC or the staff of the SEC concerning the Partnership Proxy Statement as promptly as reasonably practicable and the Parties shall respond (with the cooperation of, and after consultation with, each other as provided by this AgreementSection 6.1) as promptly as reasonably practicable to and use commercially reasonable efforts to resolve all comments received from the SEC or the staff of the SEC concerning the Schedule 13E-3 as promptly as reasonably practicable. No filing of, or amendment or supplement to, including by incorporation by reference, or correspondence with the SEC with respect to the Partnership Proxy Statement or the Schedule 13E-3 will be made by the applicable Parties without providing the other Parties a reasonable opportunity to review and comment thereon, which comments the filing Party shall consider in good faith. (b) The Partnership shall, with the Buyer Parties’ cooperation, as soon promptly as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the holders of Common Unitholders Units (including any postponements, adjournments or recesses thereof, the “Unitholders Partnership Unitholder Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Section 5.3, the Partnership Board shall, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall includePartnership shall, subject (unless the Conflicts Committee has made a Partnership Adverse Recommendation Change in accordance with this Agreement) through the Board, recommend to Section 5.3the holders of Common Units approval of this Agreement and the Transactions (collectively, the Partnership “Board Recommendation”) and use reasonable best efforts to obtain from the holders of Common Units the Partnership Unitholder Approval. Once Without limiting the Unitholders Meeting has been called and noticedgenerality of the foregoing, the Partnership shall promptly advise LM Infra of any material communication received by the Partnership in writing after the date hereof from any Person related to any potential vote by a Significant Unitholder against the Transactions. The Partnership Proxy Statement shall include a copy of the Partnership Fairness Opinion and, unless the Conflicts Committee has made a Partnership Adverse Recommendation Change in accordance with this Agreement, the Board Recommendation. Without limiting the generality of the foregoing, the Partnership’s obligations pursuant to the first sentence of this Section 6.1(b) shall not be affected by a Partnership Adverse Recommendation Change by the Conflicts Committee. Notwithstanding anything in this Agreement to the contrary, the Partnership may postpone or adjourn the Unitholders Partnership Unitholder Meeting without the consent of Parent (other than (i) in order to obtain a quorum solicit additional proxies for the purpose of obtaining the Common Unitholders or Partnership Unitholder Approval, (ii) as reasonably for the absence of quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Conflicts Committee has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Unitholders prior to the Partnership to comply with applicable Law)Unitholder Meeting or (iv) if the Partnership has delivered any notice contemplated by Section 6.1(e) and the time periods contemplated by Section 6.1(e) have not expired; provided provided, however, that in no event the case of the circumstances described in clauses (i), (ii), (iii) and (iv), the Partnership shall (x) be required to postpone or adjourn the Unitholders Partnership Unitholder Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at extent requested by LM Infra, for a total period not in excess of 20 Business Days, subject to clause (y), and (y) not be permitted to postpone or adjourn the Unitholders Partnership Unitholder Meeting other than to a date after the matters specifically contemplated by this Agreement without date that is two Business Days prior to the prior written consent of ParentOutside Date. (c) Unless this Agreement is validly terminated in accordance with Article VIIVIII, the Partnership Partnership, with the Buyer Parties’ cooperation, shall submit this Agreement to the holders of Common Unitholders Units for approval at the Unitholders Partnership Unitholder Meeting even if the Conflicts Committee shall have effected an a Partnership Adverse Recommendation Change. (d) Except as expressly permitted by this Section 6.1, the Partnership Parties shall not, and shall cause their respective Subsidiaries and their respective Representatives not to, directly or indirectly (i) withdraw, modify or qualify, or propose to publicly withdraw, modify or qualify, in a manner adverse to the Buyer Parties, the Board Recommendation or the Committee Recommendation or (ii) fail to include the Board Recommendation in the Partnership Proxy Statement (the taking of any action described in clauses (i) or (ii) being referred to as a “Partnership Adverse Recommendation Change”). (e) Notwithstanding anything to the contrary in this Agreement, at any time prior to obtaining the Partnership Unitholder Approval, and subject to compliance in all material respects with this Section 6.1(e), the Conflicts Committee may make a Partnership Adverse Recommendation Change in response to an Intervening Event if the Conflicts Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to effect such Partnership Adverse Recommendation Change would be inconsistent with its duties under applicable Law, as modified by the Partnership Agreement; provided, however, that any Partnership Adverse Recommendation Change shall have no effect on the validity of the Special Approval granted by the Conflicts Committee, which shall remain in full force and effect for all purposes under the Partnership Agreement and, further provided, however, that the Conflicts Committee may not effect a Partnership Adverse Recommendation Change pursuant to the foregoing unless: (i) the Conflicts Committee has provided prior written notice to LM Infra specifying in reasonable detail the reasons for such action at least three Business Days in advance of its intention to make a Partnership Adverse Recommendation Change, unless at the time such notice is otherwise required to be given if there are fewer than three Business Days prior to the expected date of the Partnership Unitholder Approval, in which case such notice shall be provided as far in advance as practicable (the period inclusive of all such days, the “Partnership Notice Period”); and (ii) during the Partnership Notice Period, the Conflicts Committee has negotiated, and has used its reasonable best efforts to cause its financial advisors and outside legal counsel to negotiate, with LM Infra in good faith (to the extent LM Infra desires to negotiate in its sole discretion) to make such adjustments in the terms and conditions of this Agreement so that the failure to effect such Partnership Adverse Recommendation Change in response to an Intervening Event would not be inconsistent with the Conflicts Committee’s duties under applicable Law, as modified by the Partnership Agreement, provided, however, that the Conflicts Committee shall take into account all changes to the terms of this Agreement proposed by LM Infra in determining whether to make a Partnership Adverse Recommendation Change.

Additional Covenants and Agreements. Section 5.1. 6.1 Preparation of the Proxy Information Statement and the Schedule 13E-3; Unitholders Meeting. (a) . As soon promptly as practicable following the date of this Agreement, (i) the Partnership and Parent shall jointly prepare and the Partnership shall (1) file with the SEC the preliminary Information Statement and (2) file with the SEC and distribute to the Limited Partners the definitive Information Statement, and (ii) the Partnership and Parent shall jointly prepare and file with the SEC the Proxy Schedule 13E-3 and any amendments thereto as required by Rule 13e-3 under the Exchange Act. Each of the Partnership and Parent shall cooperate and consult with each other in connection with the preparation and filing of the preliminary and definitive Information Statement and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, the “Schedule 13E-3”). The Partnership shall use , as applicable, including promptly furnishing to each other in writing upon request any and all information relating to a party or its commercially reasonable efforts to cause the Proxy Statement Affiliates as may be required to be mailed to set forth in the Common Unitholders as promptly as practicable following the date of this Agreement. No filing of, or amendment or supplement to, including by incorporation by reference, the Proxy Information Statement or the Schedule 13E-3 will be made by any Party without providing the other Parties a reasonable opportunity to review and comment thereon13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent any party that should be set forth in an amendment or supplement to either the Proxy Information Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party party that discovers such information shall promptly notify the other Parties parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Common UnitholdersLimited Partners. The Parties Partnership and Parent shall notify each other promptly of the receipt of any comments comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Information Statement or the Schedule 13E-3 or for additional information and each party shall supply each the other parties with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and Information Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership, with the cooperation of, and after consultation with, each of Parent and the other parties hereto, as provided by this Agreement. (b) The Partnership shallSection 6.1, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Section 5.3, the Partnership Board shall, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and the Partnership shall use its commercially reasonable efforts to solicit respond as promptly as reasonably practicable to, and to resolve, all comments received from the Common Unitholders proxies in favor SEC or the staff of the Merger SEC concerning the Information Statement as promptly as reasonably practicable and each of the parties hereto, with the cooperation of, and after consultation with, each of the other parties hereto, as provided by this Section 6.1, use commercially reasonable efforts to respond as promptly as reasonably practicable to, and to take resolve, all comments received from the SEC or the staff of the SEC concerning the Schedule 13E-3 as promptly as reasonably practicable. No filing of, or amendment or supplement to, including by incorporation by reference, or correspondence with the SEC or the staff of the SEC with respect to the Information Statement or the Schedule 13E-3 will be made by any of the parties hereto, as applicable, without providing the other action necessary parties, as applicable, a reasonable opportunity to review and comment thereon, which comments the parties, as applicable, shall consider and implement in good faith. As promptly as reasonably practicable after all comments received from the SEC or advisable to secure the Unitholder Approval. The Proxy Statement shall include, subject to Section 5.3, staff of the Partnership Board Recommendation. Once SEC have been cleared by the Unitholders Meeting has been called and noticedSEC, the Partnership shall not postpone or adjourn file the Unitholders Meeting without definitive Information Statement with the consent SEC and cause such definitive Information Statement to be mailed to its Limited Partners of Parent (other than (i) in order to obtain a quorum of the Common Unitholders or (ii) as reasonably determined by the Partnership to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parentrecord. (c) Unless this Agreement is validly terminated in accordance with Article VII, the Partnership shall submit this Agreement to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected an Adverse Recommendation Change.

Additional Covenants and Agreements. Section 5.1. Preparation of the Proxy Statement and the Schedule 13E-3PROXY STATEMENT; Unitholders MeetingCOMPANY SHAREHOLDERS MEETING. (a) As soon promptly as reasonably practicable (but in no event more than twenty (20) Business Days) following the date of this Agreement, the Partnership and Parent Company shall prepare and file with the SEC a preliminary Proxy Statement, which shall comply as to form in all material respects with applicable requirements of the Proxy Statement and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, the “Schedule 13E-3”)Exchange Act. The Partnership Company shall use as promptly as reasonably practicable respond to any comments of the SEC or its commercially reasonable efforts to staff and cause the Proxy Statement to be mailed to the Common Unitholders shareholders of the Company as promptly as reasonably practicable following (but in no event more than five (5) Business Days) after the date Proxy Statement has been cleared by the SEC for mailing to the shareholders of this Agreementthe Company. No filing ofAs promptly as reasonably practicable, the Company shall notify Parent of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement, or amendment for additional information. The Company will supply Parent with copies of all correspondence between the Company or supplement toany of its Representatives, including by incorporation by referenceon the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Schedule 13E-3 will be made by any Party without providing Transactions (and the other Parties a reasonable opportunity Company and its counsel shall keep Parent and its counsel reasonably informed of all communications with the SEC and its staff (including all meetings and telephone conferences) with respect to review and comment thereonthe Proxy Statement or the Transactions). If If, at any time prior to the Effective Time Company Shareholders Meeting, any information relating to the Partnership or Parentevent shall occur, or any of their respective Affiliatesfact or information shall be discovered, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either the Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the Party party that discovers such information shall promptly notify the other Parties parties hereto and an appropriate the Company shall prepare and file with the SEC such amendment or supplement describing such information shall be jointly prepared and as promptly filed with the SEC as practicable and, to the extent required by Law, cause such amendment or supplement to be disseminated to the Common Unitholders. The Parties shall notify each other promptly shareholders of the receipt of any comments from Company. Parent and Merger Sub shall, and shall cause their respective representatives to, cooperate with the SEC or Company in the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either preparation of the Proxy Statement or the Schedule 13E-3 any amendment or for additional information supplement thereto and shall supply each other with copies of furnish to the Company all correspondence between it information relating to them and their Affiliates as required by the Exchange Act, or any of its Representatives, on the one hand, and requested by the SEC or the staff of the SECits staff, on the other hand, with respect to be set forth in the Proxy Statement or in any other filing required under the Exchange Act. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, the Company shall provide Parent and the Schedule 13E-3 its counsel with a reasonable opportunity to review and comment on such document or the transactions contemplated response, and shall consider in good faith and include in such documents and responses, comments reasonably proposed by this AgreementParent. (b) The Partnership Company shall, as soon promptly as reasonably practicable following after the date Proxy Statement is cleared by the SEC for mailing to the shareholders of this Agreement, establish a record date forthe Company, duly call, give notice of, convene and hold a special meeting of shareholders of the Common Unitholders Company (including any adjournment or postponement thereof, the “Unitholders Company Shareholders Meeting”) for the purpose of obtaining the Unitholder Company Shareholder Approval. Subject to Section 5.3, the Partnership Board shall, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall include, subject to Section 5.3, the Partnership Board Recommendation. Once the Unitholders Meeting has been called and noticed, the Partnership shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum of the Common Unitholders or (ii) as reasonably determined by the Partnership to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parent. (c) Unless this Agreement is validly has been terminated in accordance with Article VIIits terms, the Partnership Company shall submit this Agreement (subject to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected right to make an Adverse Recommendation ChangeChange in accordance with Section 5.2) (i) through the Company Board, recommend to the shareholders of the Company that they adopt and approve this Agreement and give the Company Shareholder Approval (the “Company Recommendation”), (ii) include the Company Recommendation in the Proxy Statement and (iii) use reasonable best efforts to solicit the Company Shareholder Approval. The Company shall provide Parent with such information with respect to the solicitation of the Company Shareholder Approval as Parent may from time to time reasonably request. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders Meeting (in any event, to a date no later than five (5) Business Days prior to the Outside Date) (i) to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the shareholders of the Company in advance of the vote to be held at the Company Shareholders Meeting, if the Company reasonably determines that such supplement or amendment is required by applicable Law; or (ii) if, as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company at the Company Shareholders Meeting.

Additional Covenants and Agreements. Section 5.1. 6.1 Preparation of the Proxy Partnership Information Statement and the Schedule 13E-3; Unitholders Meeting. (a) As soon promptly as practicable following the date of this Agreement, the Partnership, the Partnership GP, Parent and Parent Merger Sub shall jointly prepare and file with the SEC the Proxy Statement Schedule 13E-3 and any amendments thereto as required by Rule 13e-3 under the Exchange Act, and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, Partnership and Parent shall prepare and the “Schedule 13E-3”)Partnership shall file with the SEC the Partnership Information Statement. The Each of the Partnership and Parent shall use its commercially reasonable efforts to cause the Proxy Partnership Information Statement to be mailed to the Common Unitholders Limited Partners as promptly as practicable following after the date of this Agreement. No Each of Parent, Merger Sub, the Partnership and the Partnership GP shall cooperate and consult with each other in connection with the preparation and filing ofof the Partnership Information Statement and the Schedule 13E-3, or amendment or supplement toas applicable, including by incorporation by reference, promptly furnishing to each other in writing upon request any and all information relating to a Party or its Affiliates as may be required to be set forth in the Proxy Partnership Information Statement or the Schedule 13E-3 will be made by any Party without providing the other Parties a reasonable opportunity to review and comment thereon13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either the Proxy Partnership Information Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Common UnitholdersLimited Partners. The Parties shall notify each other promptly of the receipt of any comments comments, written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement or Partnership Information Statement, the Schedule 13E-3 or for additional information and each Party shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and Partnership Information Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership, with Parent’s and Merger Sub’s cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to and use commercially reasonable efforts to resolve all comments received from the SEC or the staff of the SEC concerning the Partnership Information Statement as promptly as reasonably practicable and shall respond (with the cooperation of, and after consultation with, each other as provided by this AgreementSection 6.1) as promptly as reasonably practicable to and use commercially reasonable efforts to resolve all comments received from the SEC or the staff of the SEC concerning the Schedule 13E-3 as promptly as reasonably practicable. No filing of, or amendment or supplement to, including by incorporation by reference, or correspondence with the SEC with respect to the Partnership Information Statement or the Schedule 13E-3 will be made by the Partnership or Parent and Merger Sub, as applicable, without providing the Partnership or Parent and Merger Sub, as applicable, a reasonable opportunity to review and comment thereon, which comments the Partnership or Parent and Merger Sub, as applicable, shall consider and implement in good faith. (b) The Subject to Section 6.3 and unless the GP Conflicts Committee has made a Partnership Adverse Recommendation Change, the Partnership shall, as soon as practicable following through the date GP Board, recommend to the Limited Partners approval of this AgreementAgreement and the Merger (collectively, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Section 5.3, the Partnership Board shall, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and ”). The Partnership Information Statement shall include a copy of the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall includeFairness Opinion and, subject to Section 5.36.3, the Partnership Board Recommendation. Once the Unitholders Meeting has been called and noticed, the Partnership shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum of the Common Unitholders or (ii) as reasonably determined by the Partnership to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parent. (c) Unless this Agreement is validly terminated in accordance with Article VII, the Partnership shall submit this Agreement to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected an Adverse Recommendation Change.

Additional Covenants and Agreements. Section 5.1. 6.1 Preparation of the Proxy Partnership Information Statement and the Schedule 13E-3; Unitholders Meeting. (a) As soon promptly as practicable following the date of this Agreement, the Partnership, the Partnership GP, Parent and Parent Merger Sub shall jointly prepare and file with the SEC the Proxy Statement and the Rule 13E-3 transaction statement on Schedule 13E-3 (including the Partnership Information Statement filed as amended or supplemented, an exhibit thereto) and any amendments thereto as required by Rule 13e-3 under the “Schedule 13E-3”)Exchange Act. The Each of the Partnership and Parent shall use its commercially reasonable efforts to cause the Proxy Partnership Information Statement to be mailed to the Common Unitholders Limited Partners as promptly as practicable following after the date of this Agreement. No filing ofEach of Parent, or amendment or supplement to, including by incorporation by referenceMerger Sub, the Proxy Statement or Partnership and the Partnership GP shall cooperate and consult with each other in connection with the preparation and filing of the Schedule 13E-3 will and the preparation of the Partnership Information Statement, as applicable, including promptly furnishing to each other in writing upon request any and all information relating to a Party or its Affiliates as may be made by any Party without providing required to be set forth in the other Parties a reasonable opportunity to review and comment thereonSchedule 13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either the Proxy Statement Schedule 13E-3 or the Schedule 13E-3Partnership Information Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, and disseminated to the Common UnitholdersLimited Partners. The Parties shall notify each other promptly of the receipt of any comments comments, written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement or the Schedule 13E-3 or for additional information and each Party shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and the Schedule 13E-3 or the transactions contemplated by this Agreement. (b) hereby. The Partnership shallPartnership, as soon as practicable following the date of this Agreementwith Parent’s and Merger Sub’s cooperation, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Section 5.3, the Partnership Board shall, acting upon the Conflicts Committee Recommendation, make the Partnership Board Recommendation, and the Partnership shall use its commercially reasonable efforts to solicit resolve all comments received from the Common Unitholders proxies in favor SEC or the staff of the Merger and to take all other action necessary or advisable to secure SEC concerning the Unitholder Approval. The Proxy Statement shall include, subject to Section 5.3, the Partnership Board Recommendation. Once the Unitholders Meeting has been called and noticed, the Partnership shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum of the Common Unitholders or (ii) Schedule 13E-3 as promptly as reasonably determined practicable. No filing of, or amendment or supplement to, including by incorporation by reference, or correspondence with the SEC with respect to the Schedule 13E-3 will be made by the Partnership to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days Parent and Merger Sub, as applicable, without the prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parent. (c) Unless this Agreement is validly terminated in accordance with Article VII, providing the Partnership or Parent and Merger Sub, as applicable, a reasonable opportunity to review and comment thereon, which comments the Partnership or Parent and Merger Sub, as applicable, shall submit this Agreement to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected an Adverse Recommendation Changeconsider and implement in good faith.

Additional Covenants and Agreements. Section 5.1. 6.1 Preparation of the Partnership Proxy Statement and the Schedule 13E-3; Unitholders Partnership Unitholder Meeting. (a) As soon promptly as practicable following the date of this Agreement, the Partnership, Partnership GP, Parent and Parent Merger Sub shall jointly prepare and file with the SEC the Proxy Statement Schedule 13E-3 and any amendments thereto as required by Rule 13e-3 under the Exchange Act, and the Rule 13E-3 transaction statement on Schedule 13E-3 (as amended or supplemented, Partnership and Parent shall prepare and the “Schedule 13E-3”)Partnership shall file with the SEC the Partnership Proxy Statement. The Each of the Partnership and Parent shall use its commercially reasonable efforts to cause the Partnership Proxy Statement to be mailed to the Common Unitholders Limited Partners as promptly as practicable following after the date of this Agreement. No Each of Parent, Merger Sub, the Partnership and the Partnership GP shall cooperate and consult with each other in connection with the preparation and filing ofof the Partnership Proxy Statement and the Schedule 13E-3, or amendment or supplement toas applicable, including by incorporation by reference, promptly furnishing to each other in writing upon request any and all information relating to a Party or its Affiliates as may be required to be set forth in the Partnership Proxy Statement or the Schedule 13E-3 will be made by any Party without providing the other Parties a reasonable opportunity to review and comment thereon13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in an amendment or supplement to either to, the Partnership Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Common UnitholdersLimited Partners. The Parties shall notify each other promptly of the receipt of any comments comments, written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Partnership Proxy Statement or Statement, the Schedule 13E-3 or for additional information and each Party shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Partnership Proxy Statement and Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership, with Parent’s and Merger Sub’s cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to and use commercially reasonable efforts to resolve all comments received from the SEC or the staff of the SEC concerning the Partnership Proxy Statement as promptly as reasonably practicable and shall respond (with the cooperation of, and after consultation with, each other as provided by this AgreementSection 6.1) as promptly as reasonably practicable to and use commercially reasonable efforts to resolve all comments received from the SEC or the staff of the SEC concerning the Schedule 13E-3 as promptly as reasonably practicable. No filing of, or amendment or supplement to, including by incorporation by reference, or correspondence with the SEC with respect to the Partnership Proxy Statement or the Schedule 13E-3 will be made by the Partnership or Parent and Merger Sub, as applicable, without providing the Partnership or Parent and Merger Sub, as applicable, a reasonable opportunity to review and comment thereon, which comments the Partnership or Parent and Merger Sub, as applicable, shall consider and implement in good faith. (b) The Partnership shall, with Parent’s and Merger Sub’s cooperation, as soon promptly as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders Limited Partners, including any postponements, adjournments or recesses thereof (the “Unitholders Partnership Unitholder Meeting”) for the purpose of obtaining the Partnership Unitholder Approval. Subject to Section 5.36.3, the Partnership Board shall, acting upon through the GP Board (unless the GP Conflicts Committee Recommendationhas made a Partnership Adverse Recommendation Change) and the GP Conflicts Committee, make recommend to the Limited Partners approval of this Agreement and the Merger (collectively, the “Partnership Board Recommendation, ”) and use reasonable best efforts to obtain from the Limited Partners the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Partnership Proxy Statement shall includeinclude a copy of the Partnership Fairness Opinion and, subject to Section 5.36.3, the Partnership Board Recommendation. Once Without limiting the Unitholders generality of the foregoing, but subject to Section 6.3, the Partnership’s obligations pursuant to the first sentence of this Section 6.1(b) shall not be affected by the withdrawal or modification by the GP Conflicts Committee of the Partnership Board Recommendation or the GP Conflicts Committee’s or the GP Board’s approval of this Agreement or the transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary, the Partnership may postpone or adjourn the Partnership Unitholder Meeting (A) to solicit additional proxies for the purpose of obtaining the Partnership Unitholder Approval, (B) for the absence of quorum, (C) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the GP Conflicts Committee has been called determined after consultation with outside legal counsel is necessary under applicable Law and noticedfor such supplemental or amended disclosure to be disseminated and reviewed by the Limited Partners prior to the Partnership Unitholder Meeting or (D) if the Partnership has delivered any notice contemplated by Section 6.3(c) and the time periods contemplated by Section 6.3(c) have not expired; provided, however, that in each case, the Partnership shall not be permitted to postpone or adjourn the Unitholders Partnership Unitholder Meeting without to a date after the consent of Parent date that is two (other than (i2) in order to obtain a quorum of the Common Unitholders or (ii) as reasonably determined by the Partnership to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the Business Days prior written consent of Parent. In no event shall any matter be submitted to the Common Unitholders at the Unitholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of ParentOutside Date. (c) Unless this Agreement is validly terminated in accordance with Article VIIVIII, the Partnership Partnership, with Parent’s and Merger Sub’s cooperation, shall submit this Agreement to the Common Unitholders Limited Partners for approval at the Unitholders Partnership Unitholder Meeting even if the GP Conflicts Committee shall have effected an a Partnership Adverse Recommendation Change.

Additional Covenants and Agreements. Section 5.1. 5.1 Preparation of the Proxy Statement and the Schedule 13E-3Statement; Unitholders Shareholders Meeting.. -------------------------------------------------------- (a) As soon as practicable following the date of this Agreement, (i) the Partnership and Company shall prepare the Proxy Statement, (ii) Parent shall prepare promptly provide to the Company any information concerning itself and file with the SEC its Affiliates required for inclusion in the Proxy Statement and shall promptly provide such other information or assistance in the Rule 13E-3 transaction statement on Schedule 13E-3 preparation thereof as may be reasonably requested by the Company and (as amended or supplementediii) after consulting with Parent, the “Schedule 13E-3”)Company shall file the Proxy Statement with the SEC. The Partnership Company shall thereafter use its commercially reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement and to cause the Proxy Statement to be mailed to the Common Unitholders shareholders of the Company as promptly as practicable following after the date of this Agreement. No The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, shall consult with Parent prior to responding to any such comments or request or filing of, or any amendment or supplement to, including by incorporation by reference, to the Proxy Statement or Statement, and shall provide Parent with copies of all correspondence between the Schedule 13E-3 will be made by any Party without providing Company and its representatives, on the one hand, and the SEC and its staff, on the other Parties a reasonable opportunity hand. In the event that the Company receives any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to review the Proxy Statement, Parent shall promptly provide to the Company, upon receipt of notice from the Company, any information concerning itself and comment thereonits Affiliates required for inclusion in the response of the Company to such comments or such request and shall promptly provide such other information or assistance in the preparation thereof as may be reasonably requested by the Company. If at any time prior to the Effective Time any information relating to Parent or the Partnership or ParentCompany, or any of their respective Affiliates, directors officers or officersdirectors, is should be discovered by Parent or the Partnership or Parent that Company which should be set forth in an amendment or supplement to either the Proxy Statement or the Schedule 13E-3, so that any of such document documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party party that discovers such information shall promptly notify the other Parties and party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, and disseminated to the Common Unitholders. The Parties shall notify each other promptly shareholders of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either of the Proxy Statement or the Schedule 13E-3 or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and the Schedule 13E-3 or the transactions contemplated by this AgreementCompany. (b) The Partnership Company shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the Common Unitholders its shareholders (the “Unitholders "Company Shareholders Meeting”") for the purpose of obtaining the Unitholder Company Shareholder Approval. Subject to Section 5.35.3(b), the Partnership Board Company shall, acting upon through its Board of Directors, recommend to its shareholders adoption of this Agreement and include such recommendation in the Conflicts Committee Recommendation, make Proxy Statement. Without limiting the Partnership Board Recommendation, and the Partnership shall use its commercially reasonable efforts to solicit from the Common Unitholders proxies in favor generality of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Proxy Statement shall include, subject to Section 5.3foregoing, the Partnership Board Recommendation. Once Company's obligations pursuant to the Unitholders Meeting has been called and noticed, the Partnership first sentence of this Section 5.1(b) shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than be affected by (i) in order the commencement, public proposal, public disclosure or communication to obtain a quorum the Company of the Common Unitholders any Takeover Proposal or (ii) as reasonably determined by the Partnership to comply with applicable Law); provided that in no event shall the Unitholders Meeting be adjourned or postponed for longer than 10 days without the prior written consent of Parentany Company Adverse Recommendation Change. In no event shall any matter be submitted Notwithstanding anything to the Common Unitholders at contrary contained in this Agreement, the Unitholders Company shall not be required to hold the Company Shareholders Meeting other than the matters specifically contemplated by this Agreement without the prior written consent of Parent. (c) Unless only if this Agreement is validly terminated in accordance with Article VII, the Partnership shall submit this Agreement to the Common Unitholders for approval at the Unitholders Meeting even if the Conflicts Committee shall have effected an Adverse Recommendation ChangeSection 7.1.