Common use of Additional Covenants and Agreements Clause in Contracts

Additional Covenants and Agreements. Section 6.1 Preparation of the Partnership Information Statement and Schedule 13E-3. (a) As promptly as practicable following the date of this Agreement, (i) the 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 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 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 in the Partnership Information Statement or the Schedule 13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the Parties, or any of their respective Affiliates, directors or officers, is discovered by any Party that should be set forth in an amendment or supplement to, the 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 promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Limited Partners. The Parties shall notify each other promptly of the receipt of any 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 the Partnership Information Statement, the Schedule 13E-3 or for additional information and each Party shall supply 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 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 Section 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) Subject to Section 6.3, the Partnership shall, through the 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 Agreement and the Merger (such recommendation, the “Partnership Board Recommendation”). The Partnership Information Statement shall include a copy of the Partnership Fairness Opinion and, subject to Section 6.3, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the 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 Limited Partners by written consent shall not be affected by the withdrawal or modification of the Partnership Board Recommendation or any other action by the GP Conflicts Committee or the GP Board with respect to this Agreement or the transactions contemplated hereby.

Additional Covenants and Agreements. Section 6.1 Preparation of the Partnership Information Statement and Schedule 13E-3. (a) As promptly as practicable following the date of this Agreement, (i) the Parties Partnership and Parent and Merger Sub 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 Partnership and Parent shall prepare and the Partnership shall file with the SEC the preliminary Partnership Information Statement. Each of the Parties Partnership and Parent shall use its commercially reasonable efforts to cause the Partnership Information Statement to be mailed to the Limited Partners as promptly as practicable after the date of this Agreement. 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 of the preliminary and definitive Partnership Information 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 party or its Affiliates as may be required to be set forth in the Partnership Information Statement or the Schedule 13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the PartiesPartnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by any Party the Partnership or Parent that should be set forth in an amendment or supplement to, the 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 promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Limited Partners. The Parties parties shall notify each other promptly of the receipt of any 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 the Partnership Information Statement, the Schedule 13E-3 or for additional information and each Party party shall supply 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 Information Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership, with the cooperation of, Parent’s and after consultation with, each of the other Parties as provided by this Section 6.1Merger Sub’s cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to, to and use commercially reasonable efforts to resolve, 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, shall respond (with the cooperation of, and after consultation with, each of the other Parties Parent and Merger Sub as provided by this Section 6.1, 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 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 PartiesPartnership, Parent or Merger Sub, as applicable, without providing the other PartiesPartnership, Parent or Merger Sub, as applicable, a reasonable opportunity to review and comment thereon, which comments the PartiesPartnership, Parent or Merger Sub, 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) Subject to Section 6.3, the Partnership shall, through the 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 Agreement and the Merger (such recommendationcollectively, the “Partnership Board Recommendation”). The Partnership Information Statement shall include a copy of the Partnership Fairness Opinion and, subject to Section 6.3, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the 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 Limited Partners by written consent shall not be affected by the withdrawal or modification of the Partnership Board Recommendation or any other action by the GP Conflicts Committee Committee’s or the GP Board with respect to Board’s approval of this Agreement or the transactions contemplated hereby.

Additional Covenants and Agreements. Section 6.1 SECTION 5.1. Preparation of the Partnership Information Statement Form S-4 and Schedule 13E-3the Proxy Statement/Prospectus; Shareholder Meetings. (a) As promptly soon as practicable following the date of this Agreement, (i) the Parties shall jointly prepare Company 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 Parent shall prepare and the Partnership Company shall file with the SEC the preliminary Partnership Information Proxy Statement/Prospectus and the 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 a prospectus. Each of the Parties Company and Parent shall cooperate use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and consult with each other 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/Prospectus to be mailed to the shareholders of the Company as promptly as practicable after the 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 preparation and filing issuance of Parent Common Shares in the preliminary and definitive Partnership Information Statement Merger, and the Schedule 13E-3, as applicable, including promptly furnishing to each other in writing upon request any and Company shall furnish all information relating to a Party or its Affiliates concerning the Company and the holders of shares of Company Common Stock as may be required reasonably requested by Parent in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by 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 party a reasonable opportunity to be set forth in the Partnership Information Statement or the Schedule 13E-3, as applicable, under applicable Lawreview and comment thereon. If at any time prior to the Effective Time any information relating to the PartiesCompany or Parent, or any of their respective Affiliates, directors or officers, is should be discovered by any Party that the Company or Parent which should be set forth in an amendment or supplement to, to either the Partnership Information 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 promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Limited Partnersshareholders of the Company. The Parties parties shall notify each other promptly of the receipt of any comments, whether written or oral, 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 the Partnership Information Proxy Statement, /Prospectus or the Schedule 13E-3 Form S-4 or for additional information and each Party shall supply the each other Parties 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 Partnership Information Proxy Statement/Prospectus, the Schedule 13E-3 Form S-4 or the transactions contemplated hereby. The Partnership, with the cooperation of, Merger 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 resolve, (ii) all comments received from the SEC or the staff orders 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 relating 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 recordForm S-4. (b) The 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 its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval. Subject to Section 6.35.4(c), the Partnership Company shall, through the GP Boardits Board of Directors, submit this Agreement and the Merger to a vote of the Limited Partners by written consent, and recommend to the Limited Partners approval its shareholders adoption of this Agreement and the Merger (such recommendation, the “Partnership Company Board Recommendation”). The Partnership Information Statement . (c) Parent shall include a copy of cause the Partnership Fairness Opinion andParent Common Shares to be issued pursuant hereto to be approved for listing on the NYSE, subject to Section 6.3official notice of issuance, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the Partnership’s obligations pursuant prior to the first sentence of this Section 6.1(b) to submit this Agreement and the Merger to a vote of the Limited Partners by written consent shall not be affected by the withdrawal or modification of the Partnership Board Recommendation or any other action by the GP Conflicts Committee or the GP Board with respect to this Agreement or the transactions contemplated herebyEffective Time.

Additional Covenants and Agreements. Section 6.1 Preparation of the Partnership Information Proxy Statement and Schedule 13E-3; Partnership Unitholder Meeting. (a) As promptly as practicable following the date of this Agreement, (i) the 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 Information 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 Information 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 in the Partnership Information Proxy Statement or the Schedule 13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the Parties, or any of their respective Affiliates, directors or officers, is discovered by any Party that should be set forth in an amendment or supplement to, the Partnership Information 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 promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Limited Partners. The Parties shall notify each other promptly of the receipt of any 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 the Partnership Information Proxy Statement, the Schedule 13E-3 or for additional information and each Party shall supply 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 Information Proxy 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 Section 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 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 Information 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 Information Proxy Statement with the SEC and cause such definitive Partnership Information Proxy Statement to be mailed to its Limited Partners of record. (b) The Partnership shall, through the GP Board, as promptly as practicable after the Partnership 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 Limited Partners (the “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 6.3, the Partnership shall, through the GP Board, submit this Agreement and the Merger to a vote of the Limited Partners by written consentand 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, recommend to the Limited Partners approval of this Agreement and the Merger (such recommendationrecommendations, the “Partnership Board Recommendation”). The Subject to the terms and conditions of the GP Conflicts Committee Financial Advisor Engagement Letter, the Partnership Information Proxy Statement shall include a copy of the Partnership GP Conflicts Committee Fairness Opinion and, subject to Section 6.3, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless 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) 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 determined after consultation with outside legal counsel is terminated pursuant 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 8.1(d)(ii6.3(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’s obligations pursuant Partnership shall not be permitted to postpone or adjourn the Partnership Unitholder Meeting 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 first sentence Outside Date. The Partnership shall adjourn the Partnership Unitholder Meeting at the request of this Section 6.1(bParent (but in no event for more than 30 days from the date the Partnership Unitholder Meeting was originally scheduled to convene) (i) to submit 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 (which shall not be unreasonably withheld, conditioned, or delayed), no matter shall be submitted for action at the Partnership Unitholder Meeting except the approval of this Agreement and the Merger and matters reasonably related to a vote of this Agreement. (c) Unless this Agreement is validly terminated in accordance with Article VIII, the Partnership shall submit this Agreement to the Limited Partners by written consent shall not be affected by the withdrawal or modification of for approval at the Partnership Unitholder Meeting even if the GP Board Recommendation or any other action by and the GP Conflicts Committee or the GP Board with respect to this Agreement or the transactions contemplated herebyshall have effected a Partnership Adverse Recommendation Change.

Additional Covenants and Agreements. Section 6.1 5.1 Preparation of the Partnership Information Statement and Schedule 13E-3.Proxy Statement; Shareholders Meeting. -------------------------------------------------------- (a) As promptly soon as practicable following the date of this Agreement, (i) the Parties Company 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 ActProxy Statement, and (ii) Parent shall promptly provide to the Parties Company any information concerning itself and its Affiliates required for inclusion in the Proxy Statement and 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 promptly provide such other information or assistance in connection with the preparation and filing of the preliminary and definitive Partnership Information 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 thereof as may be required reasonably requested by the Company and (iii) after consulting with Parent, the Company shall file the Proxy Statement with the SEC. The Company shall thereafter use its 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 set forth mailed to the shareholders of the Company as promptly as practicable after the date of this Agreement. 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 any amendment or supplement to the Proxy Statement, and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other 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 the Proxy Statement, Parent shall promptly provide to the Company, upon receipt of notice from the Company, any information concerning itself and its Affiliates required for inclusion in the Partnership Information Statement response of the Company to such comments or such request and shall promptly provide such other information or assistance in the Schedule 13E-3, preparation thereof as applicable, under applicable Lawmay be reasonably requested by the Company. If at any time prior to the Effective Time any information relating to Parent or the PartiesCompany, or any of their respective Affiliates, directors officers or officersdirectors, is should be discovered by any Party that Parent or the Company which should be set forth in an amendment or supplement to, to the Partnership Information 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 promptly filed with the SEC and, to the extent required by applicable Law, and disseminated to the Limited Partners. The Parties shall notify each other promptly shareholders of the receipt of any 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 the Partnership Information Statement, the Schedule 13E-3 or for additional information and each Party shall supply 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 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 Section 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 recordCompany. (b) The 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 meeting of its shareholders (the "Company Shareholders Meeting") for the purpose of obtaining the Company Shareholder Approval. Subject to Section 6.35.3(b), the Partnership Company shall, through the GP Boardits Board of Directors, submit this Agreement and the Merger to a vote of the Limited Partners by written consent, and recommend to the Limited Partners approval its shareholders adoption of this Agreement and include such recommendation in the Merger (such recommendation, the “Partnership Board Recommendation”). The Partnership Information Statement shall include a copy of the Partnership Fairness Opinion and, subject to Section 6.3, the Partnership Board RecommendationProxy Statement. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the Partnership’s Company's obligations pursuant to the first sentence of this Section 6.1(b5.1(b) to submit this Agreement and the Merger to a vote of the Limited Partners by written consent shall not be affected by (i) the withdrawal commencement, public proposal, public disclosure or modification communication to the Company of any Takeover Proposal or (ii) any Company Adverse Recommendation Change. Notwithstanding anything to the Partnership Board Recommendation or any other action by contrary contained in this Agreement, the GP Conflicts Committee or Company shall not be required to hold the GP Board with respect to Company Shareholders Meeting only if this Agreement or the transactions contemplated herebyis terminated in accordance with Section 7.1.

Additional Covenants and Agreements. Section 6.1 5.1 Preparation of the Partnership Information Proxy Statement and the Schedule 13E-3; Unitholders Meeting. (a) As soon as practicable following the date of this Agreement, MLP 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”). MLP shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Unitholders as promptly as practicable following the date of this Agreement. No filing of, (i) the 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 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 Schedule 13E-3, as applicableor amendment or supplement to, 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 in by incorporation by reference, the Partnership Information Proxy Statement or the Schedule 13E-3, as applicable, under applicable Law13E-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 PartiesMLP or Parent, or any of their respective Affiliates, directors or officers, is discovered by any Party the MLP or Parent that should be set forth in an amendment or supplement to, to either the Partnership Information 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 Limited PartnersCommon Unitholders. The Parties shall notify each other promptly of the receipt of any comments, whether written or oral, 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 Partnership Information Statement, Proxy Statement or the Schedule 13E-3 or for additional information and each Party shall supply the each other Parties 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 Partnership Information Statement, Proxy Statement and 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 Section 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 recordAgreement. (b) 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 Unitholders (the “Unitholders Meeting”) for the purpose of obtaining the Unitholder Approval. Subject to Section 6.35.3, the Partnership MLP shall, through the 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 Unitholders adoption of this Agreement and the Merger (such recommendation, the “Partnership MLP Board Recommendation”)) and MLP shall use its commercially reasonable efforts to solicit from the Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the Unitholder Approval. The Partnership Information Proxy Statement shall include a copy of the Partnership Fairness Opinion andinclude, subject to Section 6.35.3, the Partnership MLP Board Recommendation. Without limiting Once the generality Unitholders Meeting has been called and noticed, MLP shall not postpone or adjourn the Unitholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum of its unitholders or (ii) as reasonably determined by MLP to comply with applicable Law); provided that in no event shall the foregoing, but subject Unitholders Meeting be adjourned or postponed for longer than ten (10) days without the prior written consent of Parent. In no event shall any matter be submitted to Section 6.3, unless the 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 pursuant to Section 8.1(d)(ii)in accordance with Article VII, the Partnership’s obligations pursuant to the first sentence of this Section 6.1(b) to MLP shall submit this Agreement to the 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 the Merger to a vote unconditionally agrees, at any Unitholders Meeting, however called, including any adjournment or postponement thereof, or in connection with any written consent of the Limited Partners 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 shall not be affected by the withdrawal or modification covering, all of the Partnership Board Recommendation 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 action by obligation or agreement of the GP Conflicts Committee 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 GP Board with respect to this Agreement or the other transactions contemplated herebyby this Agreement.

Additional Covenants and Agreements. Section 6.1 Preparation of the Partnership Information Statement and Schedule 13E-35.1. PROXY STATEMENT; COMPANY SHAREHOLDERS MEETING. (a) As promptly as reasonably practicable (but in no event more than twenty (20) Business Days) following the date of this Agreement, (i) the Parties Company shall jointly prepare and file with the SEC the Schedule 13E-3 and any amendments thereto a preliminary Proxy Statement, which shall comply as required by Rule 13e-3 under to form in all material respects with applicable requirements of the Exchange Act. The Company shall as promptly as reasonably practicable respond to any comments of the SEC or its staff and cause the Proxy Statement to be mailed to the shareholders of the Company as promptly as reasonably practicable (but in no event more than five (5) Business Days) after the Proxy Statement has been cleared by the SEC for mailing to the shareholders of the Company. As 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 for additional information. The Company will supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Transactions (ii) the Parties shall prepare and the Partnership Company and its counsel shall file 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 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 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 in the Partnership Information Proxy Statement or the Schedule 13E-3Transactions). If, as applicable, under applicable Law. If at any time prior to the Effective Time Company Shareholders Meeting, any information relating to the Partiesevent shall occur, or any of their respective Affiliatesfact or information shall be discovered, directors or officers, is discovered by any Party that should be set forth in an amendment or supplement to, to the Partnership Information 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 as promptly filed with the SEC as practicable and, to the extent required by applicable Law, cause such amendment or supplement to be disseminated to the Limited Partners. The Parties shall notify each other promptly shareholders of the receipt of any commentsCompany. Parent and Merger Sub shall, whether written or oraland shall cause their respective representatives to, from cooperate with the SEC or Company in the staff preparation of the SEC Proxy Statement or any amendment or supplement thereto and of any request shall furnish to the Company all information relating to them and their Affiliates as required by the Exchange Act, or requested by the SEC or its staff, to be set forth in the staff 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 for amendments or supplements to the Partnership Information Statementits staff with respect thereto, the Schedule 13E-3 or for additional information Company shall provide Parent and each Party shall supply the other Parties its counsel 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 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 Section 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 thereonon such document or response, which and shall consider in good faith and include in such documents and responses, comments the Partiesreasonably proposed by Parent. (b) The Company shall, 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 Proxy Statement is cleared by the SECSEC for mailing to the shareholders of the Company, duly call, give notice of, convene and hold a special meeting of shareholders of the Company (including any adjournment or postponement thereof, the Partnership shall file “Company Shareholders Meeting”) for the definitive Partnership Information Statement with purpose of obtaining the SEC and cause such definitive Partnership Information Statement to be mailed to its Limited Partners of recordCompany Shareholder Approval. (bc) Subject to Section 6.3Unless this Agreement has been terminated in accordance with its terms, the Partnership shall, Company shall (subject to the right to make an Adverse Recommendation Change in accordance with Section 5.2) (i) through the GP Company Board, submit recommend to the shareholders of the Company that they adopt and approve this Agreement and give the Merger to a vote of the Limited Partners by written consent, and recommend to the Limited Partners approval of this Agreement and the Merger Company Shareholder Approval (such recommendation, the “Partnership Board Company Recommendation”), (ii) include the Company Recommendation in the Proxy Statement and (iii) use reasonable best efforts to solicit the Company Shareholder Approval. The Partnership Information Statement Company shall include a copy of the Partnership Fairness Opinion and, subject to Section 6.3, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the 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 Limited Partners by written consent shall not be affected by the withdrawal or modification of the Partnership Board Recommendation or any other action by the GP Conflicts Committee or the GP Board 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 Agreement, the Company may adjourn or postpone the transactions contemplated herebyCompany 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 6.1 Preparation of the Partnership Information Statement and Schedule 13E-3. (a) As promptly as practicable following the date of this Agreement, (i) the Parties Partnership, the Partnership GP, Parent and Merger Sub shall jointly prepare and file with the SEC the Schedule 13E-3 (including the Partnership Information Statement filed as an exhibit thereto) 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 Partnership and Parent shall use its commercially reasonable efforts to cause the Partnership Information Statement to be mailed to the Limited Partners as promptly as practicable after the date of this Agreement. 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 of the preliminary Schedule 13E-3 and definitive the preparation of the Partnership Information Statement and the Schedule 13E-3Statement, 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 in the Partnership Information Statement or the Schedule 13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the PartiesPartnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by any Party the Partnership or Parent that should be set forth in an amendment or supplement to, to the Schedule 13E-3 or the Partnership Information Statement or the Schedule 13E-3Statement, 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 promptly filed with the SEC and, to the extent required by applicable Law, and disseminated to the Limited Partners. The Parties shall notify each other promptly of the receipt of any 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 the Partnership Information Statement, the Schedule 13E-3 or for additional information and each Party shall supply the each 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 Information Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership, with the cooperation of, Parent’s and after consultation with, each of the other Parties as provided by this Section 6.1Merger Sub’s cooperation, 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, 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 PartiesPartnership or Parent and Merger Sub, as applicable, without providing the other PartiesPartnership or Parent and Merger Sub, as applicable, a reasonable opportunity to review and comment thereon, which comments the PartiesPartnership or Parent and Merger Sub, 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) Subject to Section 6.3, the Partnership shall, through the 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 Agreement and the Merger (such recommendation, the “Partnership Board Recommendation”). The Partnership Information Statement shall include a copy of the Partnership Fairness Opinion and, subject to Section 6.3, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the 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 Limited Partners by written consent shall not be affected by the withdrawal or modification of the Partnership Board Recommendation or any other action by the GP Conflicts Committee or the GP Board with respect to this Agreement or the transactions contemplated hereby.

Additional Covenants and Agreements. Section 6.1 Preparation of the Partnership Information Statement and Schedule 13E-3. (a) As promptly as practicable following the date of this Agreement, (i) the Parties Partnership, the Partnership GP, Parent and Merger Sub 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 Partnership and Parent shall prepare and the Partnership shall file with the SEC the preliminary Partnership Information Statement. Each of the Parties Partnership and Parent shall use its commercially reasonable efforts to cause the Partnership Information Statement to be mailed to the Limited Partners as promptly as practicable after the date of this Agreement. 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 of the preliminary and definitive Partnership Information 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 in the Partnership Information Statement or the Schedule 13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the PartiesPartnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by any Party the Partnership or Parent that should be set forth in an amendment or supplement to, to the 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 promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Limited Partners. The Parties shall notify each other promptly of the receipt of any 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 the Partnership Information Statement, the Schedule 13E-3 or for additional information and each Party shall supply the each 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 Information Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership, with the cooperation of, Parent’s and after consultation with, each of the other Parties as provided by this Section 6.1Merger Sub’s cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to, to and use commercially reasonable efforts to resolve, 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, shall respond (with the cooperation of, and after consultation with, each of the other Parties as provided by this Section 6.1, ) as promptly as reasonably practicable to and use commercially reasonable efforts to respond as promptly as reasonably practicable to, and to resolve, 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 PartiesPartnership or Parent and Merger Sub, as applicable, without providing the other PartiesPartnership or Parent and Merger Sub, as applicable, a reasonable opportunity to review and comment thereon, which comments the PartiesPartnership or Parent and Merger Sub, 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) Subject to Section 6.36.3 and unless the GP Conflicts Committee has made a Partnership Adverse Recommendation Change, the Partnership shall, through the 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 Agreement and the Merger (such recommendationcollectively, the “Partnership Board Recommendation”). The Partnership Information Statement shall include a copy of the Partnership Fairness Opinion and, subject to Section 6.3, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the 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 Limited Partners by written consent shall not be affected by the withdrawal or modification of the Partnership Board Recommendation or any other action by the GP Conflicts Committee or the GP Board with respect to this Agreement or the transactions contemplated hereby.

Additional Covenants and Agreements. Section 6.1 Preparation of the Partnership Information Proxy Statement and Schedule 13E-3; No Solicitation; Partnership Unitholder Meeting. (a) As promptly as practicable following the date of this Agreement, (i) the Partnership Parties and the Buyer Parties shall jointly prepare and file with the SEC the Schedule 13E-3 and any amendments thereto as required by Rule 13e-3 13E-3 under the Exchange Act, and (ii) the Parties Partnership and LM Infra shall prepare and the Partnership shall file with the SEC the preliminary Partnership Information Proxy Statement. 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 Unitholders as promptly as reasonably practicable after all comments received from the SEC or the staff of the SEC have been cleared. 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 Proxy Statement and the Schedule 13E-3, as applicable, including 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 Information Proxy Statement or the Schedule 13E-3, as applicable, under applicable Law. If at any time prior to the First REIT Merger Effective Time any information relating to the Parties, a Party or any of their respective Affiliates, directors or officers, is discovered by any another Party that should be set forth in an amendment or supplement to, to the Partnership Information 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 promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Limited PartnersUnitholders. The Parties shall notify each other promptly of the receipt of any 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 the Partnership Information Proxy Statement, the Schedule 13E-3 or for additional information and each Party shall supply the each 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 Information Proxy Statement, the Schedule 13E-3 or the transactions contemplated hereby. The PartnershipPartnership Parties, with the cooperation of, and after consultation with, each of the other Parties as provided by this Section 6.1Buyer Parties’ cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to, to and use commercially reasonable efforts to resolve, resolve all comments received from the SEC or the staff of the SEC concerning the Partnership Information Proxy Statement as promptly as reasonably practicable and each of the Parties shall, shall respond (with the cooperation of, and after consultation with, each of the other Parties as provided by this Section 6.1, ) as promptly as reasonably practicable to and use commercially reasonable efforts to respond as promptly as reasonably practicable to, and to resolve, 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 Proxy Statement or the Schedule 13E-3 will be made by any of the Parties, as applicable, applicable Parties without providing the other Parties, as applicable, Parties a reasonable opportunity to review and comment thereon, which comments the Parties, as applicable, filing Party 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) Subject to Section 6.3, the The Partnership shall, with the Buyer Parties’ cooperation, as 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 Units (including any postponements, adjournments or recesses thereof, the “Partnership Unitholder Meeting”) for the purpose of obtaining the Partnership Unitholder Approval. The Partnership shall, (unless the Conflicts Committee has made a Partnership Adverse Recommendation Change in accordance with this Agreement) through the GP Board, submit this Agreement and the Merger to a vote of the Limited Partners by written consent, and recommend to the Limited Partners holders of Common Units approval of this Agreement and the Merger Transactions (such recommendationcollectively, the “Partnership Board Recommendation”)) and use reasonable best efforts to obtain from the holders of Common Units the Partnership Unitholder Approval. Without limiting the generality 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 Information Proxy Statement shall include a copy of the Partnership Fairness Opinion and, subject to Section 6.3unless the Conflicts Committee has made a Partnership Adverse Recommendation Change in accordance with this Agreement, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the 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 Limited Partners by written consent shall not be affected by a Partnership Adverse Recommendation Change by the withdrawal Conflicts Committee. Notwithstanding anything in this Agreement to the contrary, the Partnership may postpone or modification 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 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 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, however, that in the case of the circumstances described in clauses (i), (ii), (iii) and (iv), the Partnership shall (x) be required to postpone or adjourn the Partnership Unitholder Meeting to the 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 Partnership Unitholder Meeting to a date after the date that is two Business Days prior to the Outside Date. (c) Unless this Agreement is validly terminated in accordance with Article VIII, the Partnership, with the Buyer Parties’ cooperation, shall submit this Agreement to the holders of Common Units for approval at the Partnership Unitholder Meeting even if the Conflicts Committee shall have effected 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 Board 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 or any other action Change in response to an Intervening Event would not be inconsistent with the Conflicts Committee’s duties under applicable Law, as modified by the GP Partnership Agreement, provided, however, that the Conflicts Committee or shall take into account all changes to the GP Board with respect to terms of this Agreement or the transactions contemplated herebyproposed by LM Infra in determining whether to make a Partnership Adverse Recommendation Change.

Additional Covenants and Agreements. Section 6.1 5.1 Preparation of the Partnership Information Statement Form S-4 and Schedule 13E-3the Proxy Statement; WPC Stockholders Meeting; Esmark Stockholder Approval. (a) As promptly soon as practicable following the date of this Agreement, (i) the Parties shall jointly prepare WPC 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 Esmark shall prepare and the Partnership WPC shall file with the SEC the preliminary Partnership Information StatementProxy Statement and WPC and Esmark shall prepare and NewCo shall file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of WPC and Esmark shall use its reasonable best efforts to have the Parties Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective for so long as necessary to consummate the Combination. WPC shall, subject to Section 5.3, use its reasonable best efforts to cause the Proxy Statement to be mailed to the stockholders of WPC as promptly as practicable after the Form S-4 is declared effective under the Securities Act. NewCo shall cooperate and consult with each also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities Laws in connection with the preparation and filing issuance of the preliminary and definitive Partnership Information 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 shares of NewCo Common Stock in the Partnership Information Statement Combination. No filing of, or amendment or supplement to, the Schedule 13E-3Form S-4 shall be made by NewCo, as applicableand no filing of, under applicable Lawor amendment or supplement to, the Proxy Statement, shall be made by WPC, in each case, without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the PartiesWPC, Esmark or any of their respective Affiliates, directors or officers, is should be discovered by any Party that WPC or Esmark which should be set forth in an amendment or supplement to, to either the Partnership Information Statement Form S-4 or the Schedule 13E-3Proxy Statement, 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 promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Limited Partnersstockholders of WPC. The Parties parties shall notify each other promptly of the receipt of any comments, whether written or oral, 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 the Partnership Information Statement, Proxy Statement or the Schedule 13E-3 Form S-4 or for additional information and each Party shall supply the each other Parties 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 Partnership Information Proxy Statement, the Schedule 13E-3 Form S-4 or the transactions contemplated hereby. The Partnership, with the cooperation of, Combination 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 resolve, (ii) all comments received from the SEC or the staff orders 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 relating 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 recordForm S-4. (b) WPC 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 meeting of its stockholders (the “WPC Stockholders Meeting”) for the purpose of obtaining WPC Stockholder Approval. Subject to Section 6.35.3(c), the Partnership WPC shall, through the GP BoardSpecial Committee and its Board of Directors, submit this Agreement and the Merger to a vote of the Limited Partners by written consent, and recommend to the Limited Partners approval its stockholders adoption of this Agreement and the Merger (such recommendation, the “Partnership WPC Board Recommendation”). The Partnership Information Proxy Statement shall include a copy of the Partnership Fairness Opinion and, and (subject to Section 6.3, 5.3(c) the Partnership WPC Board Recommendation). Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the PartnershipWPC’s obligations pursuant to the first sentence of this Section 6.1(b5.1(b) to submit this Agreement and the Merger to a vote of the Limited Partners by written consent shall not be affected by (i) the withdrawal commencement, public proposal, public disclosure or modification communication to WPC of any Takeover Proposal or (ii) any WPC Adverse Recommendation Change. Notwithstanding anything to the contrary contained in this Agreement, WPC shall not be required to hold the WPC Stockholders Meeting if this Agreement is terminated in accordance with its terms. (c) Subject to Section 2.10, Esmark shall, no later than the date of the Partnership Board Recommendation WPC Stockholders Meeting or any such other date as the parties may agree, duly submit to its stockholders this Agreement for the purpose of obtaining Esmark Stockholder Approval at a meeting of the stockholders of Esmark, duly called and held (the “Esmark Stockholders Meeting”) or in an action by written consent of the GP Conflicts Committee stockholders of Esmark, in each case, in accordance with the DGCL and the Esmark Charter Documents. Esmark shall, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement and shall use commercially reasonable efforts to solicit such approval by its stockholders in accordance with the DGCL and the Esmark Charter Documents. Esmark shall comply with Section 262(d)(1) or (2) of the GP Board DGCL, as applicable, with respect to this Agreement or notifying its stockholders of the transactions contemplated herebyavailability of appraisal rights. As promptly as practicable after obtaining the Esmark Stockholder Approval, but in no event later than two (2) days prior to the Closing Date, Esmark shall notify each of its stockholders who is entitled to appraisal rights of the approval of the Esmark Merger and that appraisal rights are available, pursuant to Section 262 of the DGCL.

Additional Covenants and Agreements. Section 6.1 Preparation of the Partnership Information Proxy Statement and Schedule 13E-3; Partnership Unitholder Meeting. (a) As promptly as practicable following the date of this Agreement, (i) the Parties Partnership, Partnership GP, Parent and Merger Sub 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 Partnership and Parent shall prepare and the Partnership shall file with the SEC the preliminary Partnership Information Proxy Statement. Each of the Parties Partnership and Parent shall use its commercially reasonable efforts to cause the Partnership Proxy Statement to be mailed to the Limited Partners as promptly as practicable after the date of this Agreement. 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 of the preliminary and definitive Partnership Information 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 in the Partnership Information Proxy Statement or the Schedule 13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the PartiesPartnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by any Party the Partnership or Parent that should be set forth in an amendment or supplement to, the Partnership Information 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 promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Limited Partners. The Parties shall notify each other promptly of the receipt of any 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 the Partnership Information Proxy Statement, the Schedule 13E-3 or for additional information and each Party shall supply the each 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 Information Proxy Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership, with the cooperation of, Parent’s and after consultation with, each of the other Parties as provided by this Section 6.1Merger Sub’s cooperation, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to, to and use commercially reasonable efforts to resolve, resolve all comments received from the SEC or the staff of the SEC concerning the Partnership Information Proxy Statement as promptly as reasonably practicable and each of the Parties shall, shall respond (with the cooperation of, and after consultation with, each of the other Parties as provided by this Section 6.1, ) as promptly as reasonably practicable to and use commercially reasonable efforts to respond as promptly as reasonably practicable to, and to resolve, 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 Proxy Statement or the Schedule 13E-3 will be made by any of the PartiesPartnership or Parent and Merger Sub, as applicable, without providing the other PartiesPartnership or Parent and Merger Sub, as applicable, a reasonable opportunity to review and comment thereon, which comments the PartiesPartnership or Parent and Merger Sub, 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 Partnership shall, with Parent’s and Merger Sub’s cooperation, as 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 Limited Partners, including any postponements, adjournments or recesses thereof (the “Partnership Unitholder Meeting”) for the purpose of obtaining the Partnership Unitholder Approval. Subject to Section 6.3, the Partnership shall, through the GP Board, submit this Agreement Board (unless the GP Conflicts Committee has made a Partnership Adverse Recommendation Change) and the Merger to a vote of the Limited Partners by written consentGP Conflicts Committee, and recommend to the Limited Partners approval of this Agreement and the Merger (such recommendationcollectively, the “Partnership Board Recommendation”)) and use reasonable best efforts to obtain from the Limited Partners the Partnership Unitholder Approval. The Partnership Information Proxy Statement shall include a copy of the Partnership Fairness Opinion and, subject to Section 6.3, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the 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 Limited Partners by written consent shall not be affected by the withdrawal or modification by the GP Conflicts Committee of the Partnership Board Recommendation or any other action by the GP Conflicts Committee Committee’s or the GP Board with respect to 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 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 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 Partnership Unitholder Meeting to a date after the date that is two (2) Business Days prior to the Outside Date. (c) Unless this Agreement is validly terminated in accordance with Article VIII, the Partnership, with Parent’s and Merger Sub’s cooperation, shall submit this Agreement to the Limited Partners for approval at the Partnership Unitholder Meeting even if the GP Conflicts Committee shall have effected a Partnership Adverse Recommendation Change.

Additional Covenants and Agreements. Section 6.1 Preparation of the Partnership Information Registration Statement, the Proxy Statement and Schedule 13E-3; Partnership Unitholder Meeting. (a) As promptly as practicable following the date of this Agreement, (i) the Parties Partnership shall jointly prepare and file with the SEC the Proxy Statement and (ii) the 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 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 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 reasonable best efforts to cause the Proxy Statement to be mailed to the Limited Partners as promptly as practicable after the Registration Statement is declared effective under the Securities Act. 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 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 party or its Affiliates as may be required to be set forth in the Partnership Information Statement or the Schedule 13E-3therein, as applicable, under applicable Law. No filing of, or amendment or supplement to, the Registration Statement, the Proxy Statement or the Schedule 13E-3 will be made by a 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 PartiesPartnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by any Party the Partnership or Parent that should be set forth in an amendment or supplement to, the Partnership Information 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 promptly filed with the SEC and, to the extent required by applicable LawLaws, disseminated to the Limited Partners. The Parties parties shall notify each other promptly of the receipt of any 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 the Partnership Information Proxy Statement, the Registration Statement or the Schedule 13E-3 or for additional information and each Party party shall supply the each other Parties 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 Partnership Information Proxy Statement, the Registration 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 Section 6.1, shall use commercially reasonable efforts to respond as promptly as reasonably practicable to, Agreement and to resolve, (ii) all comments received from the SEC or the staff orders 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 relating to the Partnership Information Registration 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 record13E-3. (b) The Partnership 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 a special meeting of the Limited Partners (the “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 6.3, the Partnership shall, through the 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 Agreement and the Merger (such recommendationcollectively, the “Partnership Board Recommendation”)) and use the Partnership’s reasonable best efforts to obtain from the Limited Partners the Partnership Unitholder Approval. The Partnership Information Proxy Statement shall include a copy of the Partnership Fairness Opinion andinclude, subject to Section 6.3, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is validly terminated pursuant to Section 8.1(d)(ii)in accordance with Article VIII, the 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 Limited Partners by written consent 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 GP Conflicts Audit Committee or the GP Board with respect to this Agreement or the transactions contemplated hereby.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 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 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) for the absence of

Additional Covenants and Agreements. Section 6.1 Preparation of the Partnership Information Statement and Schedule 13E-3. (a) As promptly as practicable following The Committee shall have the date right to participate in negotiations and decisions regarding the Consensual Plan, including without limitation, exit financing sought in connection therewith, allowance of this Agreement, (i) the Parties Sherman Wire Company claims and allowance of envixxxxxxxal claims. The Debtors shall jointly prepare and file with keep 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 Committee and the Partnership shall file with Retiree Representatives timely apprised as to the SEC the preliminary Partnership Information Statement. Each status of the Parties shall cooperate and consult with each other in connection with solicitation of consents to the preparation and filing of the preliminary and definitive Partnership Information Statement and the Schedule 13E-3Consensual Plan and, as if applicable, including promptly furnishing to each other in writing upon request any the Qualified Alternative Plan and all information relating to a Party or its Affiliates as may be required to be set forth in the Partnership Information Statement or the Schedule 13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the Parties, or any of their respective Affiliates, directors or officers, is discovered by any Party that should be set forth in an amendment or supplement to, the 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 promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Limited Partners. The Parties shall notify each other promptly of the receipt of any 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 the Partnership Information Statement, the Schedule 13E-3 or for additional information and each Party shall supply 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 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 Section 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 recordnegotiations related thereto. (b) Subject to Section 6.313(i) hereof, the Partnership shallCommittee, through the GP BoardRetiree Representatives and/or the ISWA shall have the right to engage in negotiations and discussions with any Potential Bidder, submit this Agreement 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 Merger 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) Nxxx xx xxx Xxxxxxxxx, xxx xx xxx xxxxxxx, xxx Xxxxxxx Representatives, the ISWA, Contran or the Debtors shall initiate or participate in a vote sale process for or market test of the Limited Partners by written consentvalue of the Debtors, and recommend EWP or their respective assets, except as provided in Section 17 hereof. (e) The Debtors will use their reasonable best efforts to the Limited Partners 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 Merger Committee shall (i) meet and confer on or before six (6) days prior to the date first scheduled for commencement of the 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 ISWA and the Retiree Representatives apprised of the progress of such recommendationmeetings. (g) Any Proposing Party (as defined below) shall use its reasonable best efforts to negotiate a Definitive Agreement that does not provide for any bid protection, including, but not limited to, breakup fees or related expense reimbursements. If, despite the Proposing Party's reasonable best efforts, a Definitive Agreement provides for any form of bid protection, such provision shall be subject to separate Bankruptcy Court approval, and the 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 Debtors' business in connection with the Qualified Alternative Plan process, the “Partnership Board Recommendation”)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 Partnership Information Statement shall include a copy Debtors will seek Bankruptcy Court approval of the Partnership Fairness Opinion KERP contemporaneously with seeking Bankruptcy Court approval of this Agreement. (i) Prior to the filing of a disclosure statement for the Consensual Plan and, subject to Section 6.3if applicable, the Partnership Board Recommendation. Without limiting Qualified Alternative Plan and except as set forth in the generality summary of the foregoing, but subject to Section 6.3, unless this Agreement is terminated to be filed pursuant to Section 8.1(d)(ii)2(a) hereof, the Partnership’s Parties shall keep the terms and provisions of this Agreement confidential and shall not, without the prior written consent of 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 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 first sentence 1114 Agreement, would trigger Schedule C thereof, including for purposes of reducing monthly contributions to Affected Retirees to $130 for the 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 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 does not provide for assumption of the 1114 Agreement, the Affected Retirees shall receive, on account of the $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%. (l) 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 6.1(b8(d)(iv) hereof) relating specifically and only to submit 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 Agreement, and the Merger to occurrence of a vote of the Limited Partners by written consent Material Adverse Change shall not be affected deemed to cause a Termination. For purposes of this Agreement, a Material Adverse Change shall mean (i) a determination by the withdrawal Court that the Consensual Plan is not feasible or modification may not be confirmed for other reasons, (ii) a material adverse change in, or a material adverse effect upon, the operations, business, prospects, properties or condition (financial or otherwise) of the Partnership Board Recommendation 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 not include an adverse change, effect or event attributable to (A) any other action by adverse change in general economic conditions affecting the GP Conflicts Committee U.S. economy as a whole or the GP Board with respect to 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 or the transactions contemplated herebypursuant to Section 18(b) hereof.

Additional Covenants and Agreements. Section 6.1 Preparation of the Partnership Information Statement and the Schedule 13E-3. (a) . As 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 Parties 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 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 Partnership and Parent shall cooperate and consult with each other in connection with the preparation and filing of the preliminary and definitive Partnership Information 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 party or its Affiliates Affiliates, directors or officers as may be required to be set forth in the Partnership Information Statement or the Schedule 13E-3therein, as applicable, under applicable Law. No filing of, or amendment or supplement to, including by incorporation by reference, the Information Statement or the Schedule 13E-3 shall be made by a party 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. If at any time prior to the Effective Time any information relating to the PartiesPartnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by any Party the Partnership or Parent that should be set forth in an amendment or supplement to, the 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 and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Limited Partners. The Parties Partnership and Parent shall notify each other promptly of the receipt of any 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 the Partnership Information Statement, Statement or the Schedule 13E-3 or for additional information information, and each Party party shall supply the each 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 Information Statement, Statement or the Schedule 13E-3 or the transactions contemplated herebyby this Agreement. The Partnership, with the cooperation of, and after consultation with, each of Parent and the other Parties parties hereto, as provided by this Section 6.1, shall use commercially reasonable efforts to respond as promptly as practicable to, and to resolve, all comments received from the SEC or the staff of the 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 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 recordPartners. (b) Subject to Section 6.3, the Partnership shall, through the 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 Agreement and the Merger (such recommendation, the “Partnership Board Recommendation”). The Partnership Information Statement shall include a copy of the Partnership Fairness Opinion and, subject to Section 6.3, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the 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 Limited Partners by written consent shall not be affected by the withdrawal or modification of the Partnership Board Recommendation or any other action by the GP Conflicts Committee or the GP Board with respect to this Agreement or the transactions contemplated hereby.

Additional Covenants and Agreements. Section 6.1 5.1 Preparation of the Partnership Information Registration Statement and Schedule 13E-3the Proxy Statement; SXE Unitholders Meeting. (a) As promptly soon as practicable following the date of this Agreement, (i) the Parties shall jointly prepare SXE 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 AMID shall prepare and the Partnership AMID shall file with the SEC the preliminary Partnership Information Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of SXE and AMID shall use its reasonable best efforts to have the Parties 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 cooperate and consult with each other in connection with use its reasonable best efforts to cause the preparation and filing of the preliminary and definitive Partnership Information 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 in mailed to the Partnership Information SXE Unitholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Schedule 13E-3Registration Statement will be made by AMID, as applicableand no filing of, under applicable Lawor amendment or supplement to, the Proxy Statement will be made by SXE, without providing the other Party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the PartiesSXE or AMID, or any of their respective Affiliates, directors or officers, is discovered by any Party SXE or AMID that should be set forth in an amendment or supplement to, to any of the Partnership Information 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 applicable Law, disseminated to the Limited PartnersSXE Unitholders. The Parties shall notify each other promptly of the receipt of any comments, whether written or oral, 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 the Partnership Information Statement, Proxy Statement or the Schedule 13E-3 Registration Statement or for additional information and each Party shall supply the each other Parties 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 Partnership Information Proxy Statement and the Registration Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Partnership, with the cooperation of, hereby 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 resolve, (ii) all comments received from the SEC or the staff orders 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 relating 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 recordRegistration Statement. (b) 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 SXE Unitholders (the “SXE Unitholders Meeting”) for the purpose of obtaining the SXE Unitholder Approval. Subject to Section 6.35.3, the Partnership SXE shall, through the SXE GP Board, submit this Agreement and the Merger to a vote of the Limited Partners by written consent, and recommend to the Limited Partners SXE Unitholders approval of this Agreement and the Merger (such recommendation, the “Partnership SXE Board Recommendation”). Unless the SXE GP Board has effected a SXE Adverse Recommendation Change in accordance with Section 5.3, SXE shall use its reasonable best efforts to solicit from the SXE Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the SXE Unitholder Approval. The Partnership Information Proxy Statement shall include a copy of the Partnership Fairness Opinion andinclude, subject to Section 6.35.3, the Partnership SXE Board Recommendation. Without limiting Notwithstanding anything in this Agreement to the generality of the foregoing, but subject to Section 6.3contrary, unless this Agreement is terminated pursuant to in accordance with Section 8.1(d)(ii)7.1, the Partnership’s obligations pursuant to the first sentence of this Section 6.1(b) to SXE shall submit this Agreement for approval by the SXE Unitholders at such SXE Unitholders Meeting. Notwithstanding anything in this Agreement to the contrary, SXE may postpone or adjourn the SXE Unitholders Meeting (i) to solicit additional proxies for the purpose of obtaining the SXE Unitholder Approval, (ii) 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 SXE Unitholders prior to the SXE Unitholders Meeting, or (iv) if SXE has delivered any notice contemplated by Section 5.3(c) and the Merger to a vote of the Limited Partners time periods contemplated by written consent shall Section 5.3(c) have not be affected by the withdrawal or modification of the Partnership Board Recommendation or any other action by the GP Conflicts Committee or the GP Board with respect to this Agreement or the transactions contemplated herebyexpired.

Additional Covenants and Agreements. Section 6.1 Preparation of the Partnership Information Statement and the Schedule 13E-3. (a) . As promptly as practicable following the date of this Agreement, (i) the Parties 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 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 Partnership and Parent shall cooperate and consult with each other in connection with the preparation and filing of the preliminary and definitive Partnership Information 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 party or its Affiliates as may be required to be set forth in the Partnership Information Statement or the Schedule 13E-3, as applicable, under applicable Law. If at any time prior to the Effective Time any information relating to the PartiesPartnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by any Party party that should be set forth in an amendment or supplement to, to the 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 and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Limited Partners. The Parties Partnership and Parent shall notify each other promptly of the receipt of any 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 the Partnership Information Statement, Statement or the Schedule 13E-3 or for additional information and each Party party shall supply the other Parties 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 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 parties hereto, as provided by this Section 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 shallparties hereto, with the cooperation of, and after consultation with, each of the other Parties parties hereto, 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 Partiesparties hereto, as applicable, without providing the other Partiesparties, as applicable, a reasonable opportunity to review and comment thereon, which comments the Partiesparties, 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) Subject to Section 6.3, the Partnership shall, through the 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 Agreement and the Merger (such recommendation, the “Partnership Board Recommendation”). The Partnership Information Statement shall include a copy of the Partnership Fairness Opinion and, subject to Section 6.3, the Partnership Board Recommendation. Without limiting the generality of the foregoing, but subject to Section 6.3, unless this Agreement is terminated pursuant to Section 8.1(d)(ii), the 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 Limited Partners by written consent shall not be affected by the withdrawal or modification of the Partnership Board Recommendation or any other action by the GP Conflicts Committee or the GP Board with respect to this Agreement or the transactions contemplated hereby.