Common use of Authority and Approval Clause in Contracts

Authority and Approval. NMCI has all requisite limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCI, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI have been duly authorized and approved by all requisite partnership action on the part of NMCI, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. At a meeting duly called and held, the NMCI Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI Special Approval), (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI Board to recommend, the approval of this Agreement and the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NMCI Conflicts Committee, the NMCI Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board Recommendation. This Agreement has been duly executed and delivered by NMCI and constitutes the valid and legally binding obligation of NMCI, enforceable against NMCI in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI Each of the WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCIeach of the WPZ Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of NMCI, except that the consummation each of the Merger is subject to receipt of the NMCI Unitholders ApprovalWPZ Parties. At a meeting duly called and held, held the NMCI WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests interest of NMCI WPZ and the Holders of NMCI Public UnitsWPZ Common Units who are not Xxxxxxxx Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI WPZ Special Approval), and (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommendapprove, and to direct recommend to the NMCI WPZ Board to recommend, the approval of of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon Upon the receipt of the recommendation of the NMCI WPZ Conflicts Committee, at a meeting duly called and held, the NMCI Board, by unanimous vote, WPZ Board (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (iia) approved this Agreement and the transactions contemplated hereby, including the Merger, ; and (iiib) directed that this Agreement be submitted to a vote of Holders of NMCI Common WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Following such approval, the sole member of WPZ General Partner approved this Agreement and made the NMCI Board Recommendationtransactions contemplated hereby, including the GP Merger, by written consent. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote of partnership interests in WPZ necessary to approve this Agreement and the Merger. This Agreement has been duly executed and delivered by NMCI each of the WPZ Parties and constitutes the valid and legally binding obligation of NMCIeach of the WPZ Parties, enforceable against NMCI each of the WPZ Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI NAP has all requisite limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders ApprovalNAP Written Consent. The execution and delivery of this Agreement by NMCINAP, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI NAP have been duly authorized and approved by all requisite partnership action on the part of NMCINAP, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders ApprovalNAP Written Consent. At a meeting duly called and held, the NMCI NAP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests interest of NMCI NAP and the Holders of NMCI NAP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI NAP Special Approval), (c) resolved to make the NMCI NAP Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI NAP Board to recommend, the approval of this Agreement and the Merger, by the Holders of NMCI NAP Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NMCI NAP Conflicts Committee, the NMCI NAP Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI NAP and the Holders of NMCI NAP Public Units, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI NAP Common Units, made the NAP Board Recommendation and authorized the Holders of NAP Common Units to act by written consent pursuant to Section 13.11 and made Section 14.3 of the NMCI Board RecommendationNAP Partnership Agreement. The adoption of this Agreement by the written consent in lieu of a meeting of the Holders of at least a majority of the Outstanding (as defined in the NAP Partnership Agreement) Common Units in accordance with Section 13.11 and Section 14.3 of the NAP Partnership Agreement (the “NAP Written Consent”) is the only vote or approval of partnership interests in NAP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by NMCI NAP and constitutes the valid and legally binding obligation of NMCINAP, enforceable against NMCI NAP in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI Each of the ACMP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that subject, in the consummation case of the Merger is subject ACMP Partnership Agreement Amendment, to receipt of the NMCI Unitholders ApprovalACMP Amendment Vote. The execution and delivery of this Agreement by NMCIeach of the ACMP Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the ACMP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of NMCI, except that the consummation each of the Merger is subject ACMP Parties, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the NMCI Unitholders ApprovalACMP Amendment Vote. At a meeting duly called and held, the NMCI ACMP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests interest of NMCI ACMP and the Holders of NMCI Public UnitsACMP Units who are not Xxxxxxxx Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger Transaction Documents and the transactions contemplated thereby on the terms set forth therein (the foregoing constituting the NMCI ACMP Special Approval), and (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommendapprove, and to direct recommend to the NMCI ACMP Board to recommend, the approval of of, this Agreement and the Mergerconsummation of the transactions contemplated hereby, by including the Holders of NMCI Public UnitsTransaction Documents and the transactions contemplated thereby on the terms set forth therein. At a meeting duly called and held and upon Upon the receipt of the recommendation of the NMCI ACMP Conflicts Committee, at a meeting duly called and held, the NMCI Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (ii) ACMP Board approved this Agreement and the transactions contemplated hereby, including the Merger, Transaction Documents and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board Recommendation. This Agreement has been duly executed and delivered by NMCI and constitutes transactions contemplated thereby on the valid and legally binding obligation of NMCI, enforceable against NMCI in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity)terms set forth therein.

Authority and Approval. NMCI Each of the QEPM Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery by the QEPM Parties of this Agreement by NMCIAgreement, and, in the case of QEPM, subject to obtaining QEPM Unitholder Approval, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the QEPM Parties have been duly authorized and approved by all requisite limited liability company or limited partnership action on the part of NMCI, except that the consummation each of the Merger is subject QEPM Parties. The QEPM Board sought Special Approval with respect to receipt of the NMCI Unitholders Approval. At a meeting duly called and held, the NMCI Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI Special Approval), (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI Board to recommend, the approval of this Agreement and the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NMCI Conflicts Committee, the NMCI Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger. At a meeting duly called and held, the QEPM Conflicts Committee, by unanimous vote, (a) approved this Agreement, the Support Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, which approval was intended to constitute Special Approval (as such term is defined in the QEPM Partnership Agreement), (b) determined in good faith that it is in the best interests of QEPM and the Holders of Non‑affiliated QEPM Common Units and not adverse to the best interests of the Partnership Group (as such term is defined in the QEPM Partnership Agreement) for the Partnership to enter into this Agreement and the Support Agreement and to consummate the transactions contemplated hereby and thereby, including the Merger, (c) recommended the approval of this Agreement, the Support Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, by the QEPM Board and (d) subject to QEPM Board approval, recommended the approval of this Agreement and the Merger by the Holders of Non-affiliated QEPM Common Units. At a meeting duly called and held, the QEPM Board (a) unanimously approved this Agreement, the Support Agreement and the transactions contemplated hereby and thereby, including the Merger, (b) unanimously determined in good faith that it is in the best interest of QEPM and its unitholders and not adverse to the best interests of the Partnership Group (as defined in the QEPM Partnership Agreement) to enter into this Agreement and the Support Agreement and to consummate the transactions contemplated hereby and thereby, including the Merger, (c) recommended that the QEPM Limited Partners, including the Holders of Non-affiliated QEPM Common Units, approve this Agreement and the Merger, and (iiid) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board RecommendationQEPM Limited Partners. This Agreement has been duly executed and delivered by NMCI each of the QEPM Parties and constitutes the valid and legally binding obligation of NMCIeach of them, enforceable against NMCI each of the QEPM Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding proceeding at law or in equity).

Authority and Approval. NMCI Each of the Parent Parties has all requisite corporate or limited partnership liability company power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of obtaining the NMCI Unitholders Parent Stock Issuance Approval. The execution and delivery of this Agreement by NMCIeach of the Parent Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of NMCI, except that the consummation each of the Merger is Parent Parties, subject to receipt of obtaining the NMCI Unitholders Parent Stock Issuance Approval. At a meeting duly called and held, the NMCI Conflicts Committee, by unanimous vote, in good faith Parent Board (a) determined that this Agreement and the transactions contemplated hereby hereby, including the Merger and the Parent Stock Issuance, are in the best interests of NMCI Parent and the Holders of NMCI Public Unitsits stockholders, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger (and the foregoing constituting the NMCI Special Approval)Parent Stock Issuance, and (c) resolved to make submit the NMCI Conflicts Committee Recommendation Parent Stock Issuance to a vote of Parent’s stockholders and (d) resolved to recommend, and to direct the NMCI Board to recommend, the recommend approval of this Agreement and the Merger, Parent Stock Issuance. The affirmative vote (in person or by the Holders proxy) of NMCI Public Units. At a meeting duly called and held and upon the receipt majority of the recommendation votes cast at the Parent Stockholder Meeting at which a quorum is present or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) is the only vote or approval of the NMCI Conflicts Committee, holders of any class or series of the NMCI Board, by unanimous vote, (i) determined that this Agreement capital stock of Parent necessary to approve the Parent Stock Issuance and approve and consummate the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (ii) approved by this Agreement and the transactions contemplated herebyAgreement, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board Recommendation. This Agreement has been duly executed and delivered by NMCI each of the Parent Parties and constitutes the valid and legally binding obligation of NMCIeach of the Parent Parties, enforceable against NMCI each of the Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). SC&C is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the SXCP Common Units outstanding on the date hereof.

Authority and Approval. NMCI Each of the MLP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the MLP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCIeach of the MLP Parties, and subject to receipt of the MLP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the MLP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of NMCI, except that the consummation each of the Merger is subject to receipt of the NMCI Unitholders ApprovalMLP Parties. At a meeting duly called and held, the NMCI MLP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests interest of NMCI MLP and the Holders of NMCI MLP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI MLP Special Approval), and (c) resolved to make recommend to the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI MLP Board to recommend, the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon Upon the receipt of the recommendation of the NMCI MLP Conflicts Committee, at a meeting duly called and held, the NMCI Board, by unanimous vote, MLP Board (ia) determined that this Agreement and the transactions contemplated hereby are in the best interests interest of NMCI MLP and the Holders of NMCI MLP Public Units, (iib) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iiic) directed that this Agreement be submitted to a vote of Holders of NMCI MLP Common Units and made authorized the NMCI Board RecommendationHolders of MLP Common Units to act by written consent pursuant to Section 13.11 of the MLP Partnership Agreement. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the MLP Partnership Agreement) (the “MLP Vote”) is the only vote or approval of partnership interests in MLP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by NMCI each of the MLP Parties and, assuming due authorization, execution and delivery by the Parent Parties, constitutes the valid and legally binding obligation of NMCIeach of the MLP Parties, enforceable against NMCI each of the MLP Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI Each of the Parent Parties has all requisite corporate or limited partnership liability company power and authority authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCIeach of the Parent Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of NMCI, except that the consummation each of the Merger is subject to receipt Parent Parties. The board of the NMCI Unitholders Approval. At a meeting directors of Parent has duly called and held, the NMCI Conflicts Committee, by unanimous vote, in good faith (a) determined that validly adopted resolutions approving this Agreement and the transactions contemplated hereby are in by this Agreement, including the best interests of NMCI Merger and the Holders Parent Stock Issuance, and has duly and validly adopted resolutions authorizing MLP Holdco, the sole member of NMCI Public UnitsMerger Sub, (b) to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger, which resolutions of Parent have not been rescinded, modified or withdrawn in any way. MLP Holdco, in its capacity as sole member of Merger Sub, has approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI Special Approval), (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI Board to recommend, the which approval of this Agreement and the MergerMLP Holdco has not be rescinded, by the Holders of NMCI Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NMCI Conflicts Committee, the NMCI Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are modified or withdrawn in the best interests of NMCI and the Holders of NMCI Public Units, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board Recommendationany way. This Agreement has been duly executed and delivered by NMCI each of the Parent Parties and constitutes the valid and legally binding obligation of NMCIeach of the Parent Parties, enforceable against NMCI each of the Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI Each of the SXCP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the SXCP Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCIeach of the SXCP Parties, and subject to receipt of the SXCP Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the SXCP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of NMCI, except that the consummation each of the Merger is subject to receipt of the NMCI Unitholders ApprovalSXCP Parties. At a meeting duly called and held, the NMCI SXCP Conflicts Committee, by unanimous vote, in good faith Committee (a) determined that this Agreement and the transactions contemplated hereby are in the best interests interest of NMCI and SXCP, including the Holders of NMCI SXCP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI SXCP Special Approval), and (c) resolved to make recommended that the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI SXCP Board to recommend, the approval of approve this Agreement and the consummation of the transactions contemplated hereby, including the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon Upon the receipt of the recommendation of the NMCI SXCP Conflicts Committee, at a meeting duly called and held, the NMCI Board, by unanimous vote, SXCP Board (ia) determined that this Agreement and the transactions contemplated hereby are in the best interests interest of NMCI and the Holders of NMCI Public UnitsSXCP, (iib) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iiic) directed that this Agreement be submitted to a vote of Holders of NMCI SXCP Common Units and made authorized the NMCI Board RecommendationHolders of SXCP Common Units to act by written consent pursuant to Section 13.11 of the SXCP Partnership Agreement. Within two (2) Business Days after the Registration Statement becomes effective under the Securities Act (but, for the avoidance of doubt, not until such Registration Statement becomes effective), Parent shall cause SC&C as the record holder and beneficial owner in the aggregate of a majority of the SXCP Common Units outstanding on the date hereof to approve this Agreement and the transactions contemplated hereby, including the Merger. The approval and adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the SXCP Partnership Agreement) (the “SXCP Vote”) is the only vote or approval of SXCP Partnership Interests necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by NMCI each of the SXCP Parties and constitutes the valid and legally binding obligation of NMCIeach of the SXCP Parties, enforceable against NMCI each of the SXCP Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding civil, criminal, regulatory or administrative actions, suits, claims, hearings, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) at law or in equity).

Authority and Approval. NMCI Each of the Parent Parties has all requisite corporate or limited partnership liability company power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt obtaining the Parent Stock Issuance Approval in the case of the NMCI Unitholders ApprovalParent. The execution and delivery of this Agreement by NMCIeach of the Parent Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of NMCI, except that the consummation each of the Merger is Parent Parties, subject to receipt obtaining the Parent Stock Issuance Approval in the case of the NMCI Unitholders ApprovalParent. At a meeting duly called and held, the NMCI Conflicts CommitteeParent Board, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby hereby, including the Merger and the Parent Stock Issuance, are in the best interests interest of NMCI Parent and the Holders of NMCI Public UnitsParent Common Stock, (b) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger (and the foregoing constituting the NMCI Special Approval)Parent Stock Issuance, and (c) resolved to make submit the NMCI Conflicts Committee Recommendation Parent Stock Issuance to a vote of Parent’s stockholders and (d) resolved to recommend, and to direct the NMCI Board to recommend, the recommend approval of this Agreement and the Merger, Parent Stock Issuance. The affirmative vote (in person or by the Holders of NMCI Public Units. At a meeting duly called and held and upon the receipt proxy) of the recommendation holders of a majority of the NMCI Conflicts Committee, aggregate voting power present at the NMCI Board, by unanimous vote, Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (ithe “Parent Stock Issuance Approval”) determined that this Agreement is the only vote or approval of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance and approve and consummate the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (ii) approved by this Agreement and the transactions contemplated herebyAgreement, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board Recommendation. This Agreement has been duly executed and delivered by NMCI each of the Parent Parties and constitutes the valid and legally binding obligation of NMCIeach of the Parent Parties, enforceable against NMCI each of the Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity). As of the Execution Date, RRMS Holdings is the record holder and beneficial owner in the aggregate of, and has the right to vote, a majority of the RRMS Common Units outstanding on the date hereof.

Authority and Approval. NMCI Each of the DM Parties has all requisite limited liability company or limited partnership power and authority authority, as applicable, to execute and deliver this Agreement, and subject to receipt of the DM Vote (as defined below), to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCIeach of the DM Parties, and subject to receipt of the DM Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the DM Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of NMCI, except that the consummation each of the Merger is subject to receipt of the NMCI Unitholders ApprovalDM Parties. At a meeting duly called and held, the NMCI DM Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests interest of NMCI DM and the Holders of NMCI DM Public Common Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI DM Special Approval), and (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommendapprove, and to direct recommend to the NMCI DM Board to recommend, the approval of of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon Upon the receipt of the recommendation of the NMCI DM Conflicts Committee, at a meeting duly called and held, the NMCI DM Board, by unanimous vote, (ia) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public UnitsDM, (iib) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iiic) directed that this Agreement be submitted to a vote of Holders of NMCI Common DM Units and made authorized the NMCI Board RecommendationHolders of DM Units to act by written consent pursuant to Section 13.11 of the DM Partnership Agreement. The approval of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the DM Partnership Agreement) (the “DM Vote”) is the only vote or approval of partnership interests in DM necessary to approve this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by NMCI each of the DM Parties and, assuming the due execution and delivery by each of the other parties hereto, constitutes the valid and legally binding obligation of NMCIeach of the DM Parties, enforceable against NMCI each of the DM Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI Each of the RRMS Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders ApprovalRRMS Vote, in the case of RRMS. The execution and delivery of this Agreement by NMCIeach of the RRMS Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the RRMS Parties have been duly authorized and approved by all requisite limited partnership or limited liability company action on the part of NMCI, except that the consummation each of the Merger is RRMS Parties, subject to receipt of the NMCI Unitholders ApprovalRRMS Vote, in the case of RRMS. At a meeting duly called and held, the NMCI RRMS Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of RRMS considering the interests of NMCI and the Holders of NMCI Public UnitsRRMS Unaffiliated Holders, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI RRMS Special Approval), and (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommendapprove, and to direct recommend to the NMCI RRMS Board to recommend, the approval of of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon Upon the receipt of the recommendation of the NMCI RRMS Conflicts Committee, at a meeting duly called and held, the NMCI RRMS Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (iia) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iiib) directed that this Agreement be submitted to a vote of Holders of NMCI RRMS Common Units and made authorized the NMCI Board RecommendationHolders of RRMS Common Units to act by written consent pursuant to Section 13.11 of the RRMS Partnership Agreement. Following such approval by the RRMS Conflicts Committee and the RRMS Board, RRMS Holdings approved this Agreement and the transactions contemplated hereby, including the Merger. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the RRMS Partnership Agreement) (the “RRMS Vote”) is the only vote or approval of the holders of any partnership interests in RRMS necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by NMCI each of the RRMS Parties and constitutes the valid and legally binding obligation of NMCIeach of the RRMS Parties, enforceable against NMCI each of the RRMS Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI Each of the Parent Parties has all requisite corporate or limited partnership liability company power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt obtaining the Parent Stockholder Approval in the case of the NMCI Unitholders ApprovalParent. The execution and delivery of this Agreement by NMCIeach of the Parent Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of NMCI, except that the consummation each of the Merger is Parent Parties, subject to receipt obtaining the Parent Stockholder Approval in the case of the NMCI Unitholders ApprovalParent. At a meeting duly called and held, the NMCI Conflicts CommitteeParent Board, by unanimous vote, in good faith (a) determined that this Agreement and Agreement, the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (b) approved this Agreement Charter Amendment and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI Special Approval), (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI Board to recommend, the approval of this Agreement and the MergerParent Stock Issuance, by the Holders of NMCI Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NMCI Conflicts Committee, the NMCI Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI Parent and the Holders of NMCI Public Unitsits stockholders, (iib) approved and declared advisable this Agreement Agreement, the Charter Amendment and the transactions contemplated hereby, including the MergerMerger and the Parent Stock Issuance, and (iiic) directed that this Agreement be submitted resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Holders Parent’s stockholders and recommend adoption of NMCI the Charter Amendment and approval of the Parent Stock Issuance. (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Units Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, together with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and made approve and consummate the NMCI Board Recommendationtransactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by NMCI each of the Parent Parties and constitutes the valid and legally binding obligation of NMCIeach of the Parent Parties, enforceable against NMCI each of the Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI Each of the WMZ Parties has all requisite full limited partnership or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCIAgreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the WMZ Parties have been duly authorized and approved (subject to WMZ Unitholder Approval) by all requisite limited partnership action on the part or limited liability company action, as applicable, of NMCI, except that the consummation each of the Merger is subject WMZ Parties. The WMZ Board sought Special Approval with respect to receipt of this Agreement and the NMCI Unitholders Approvaltransactions contemplated hereby. At a meeting duly called and held, the NMCI WMZ Conflicts CommitteeCommittee determined, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI WMZ and the Holders of NMCI Public Non-affiliated WMZ Common Units, (b) approved and determined to recommend the approval of this Agreement and the consummation of the transactions contemplated hereby to the WMZ Board. Upon the recommendation of the WMZ Conflicts Committee, the WMZ Board approved, by unanimous written consent, this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI Special Approval), (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI Board to recommend, the approval of this Agreement and the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NMCI Conflicts Committee, the NMCI Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board Recommendation. This Agreement has been duly executed and delivered by NMCI each of the WMZ Parties and constitutes the valid and legally binding obligation of NMCIeach of them, enforceable against NMCI each of them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding proceeding at law or in equity).

Authority and Approval. NMCI Each of the Parent Parties has all requisite corporate or limited partnership liability company power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt obtaining the Parent Stockholder Approval in the case of the NMCI Unitholders ApprovalParent. The execution and delivery of this Agreement by NMCIeach of the Parent Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the Parent Parties have been duly authorized and approved by all requisite partnership corporate or limited liability company action on the part of NMCI, except that the consummation each of the Merger is Parent Parties, subject to receipt obtaining the Parent Stockholder Approval in the case of the NMCI Unitholders ApprovalParent. At a meeting duly called and held, the NMCI Conflicts Committee, by unanimous vote, in good faith Parent Board (a) determined that this Agreement and Agreement, the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (b) approved this Agreement Charter Amendment and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI Special Approval), (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI Board to recommend, the approval of this Agreement and the MergerParent Stock Issuance, by the Holders of NMCI Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NMCI Conflicts Committee, the NMCI Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI Parent and its stockholders, (b) approved and declared advisable this Agreement, the Charter Amendment and the Holders transactions contemplated hereby, including the Merger and the Parent Stock Issuance, and (c) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of NMCI Public Units, Parent’s stockholders and recommend adoption of the Charter Amendment and approval of the Parent Stock Issuance. (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, together with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement, including the Merger. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board Recommendation. This Agreement has been duly executed and delivered by NMCI each of the Parent Parties and constitutes the valid and legally binding obligation of NMCIeach of the Parent Parties, enforceable against NMCI each of the Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI Each of the WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby Agreement and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCI, the consummation each of the transactions contemplated hereby WPZ Parties, and the performance of all of the terms and conditions hereof to be performed by NMCI the WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of NMCI, except that the consummation each of the Merger is subject to receipt of the NMCI Unitholders ApprovalWPZ Parties. At a meeting duly called and held, the NMCI WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (bi) approved this Agreement and the transactions contemplated hereby, including the termination of the Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver (the foregoing constituting the NMCI WPZ Special Approval), and (cii) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommendapprove, and to direct recommend to the NMCI WPZ Board to recommend, the approval of of, this Agreement and the Mergertransactions contemplated hereby, by including the Holders termination of NMCI Public Unitsthe Merger Agreement subject to and conditioned upon the simultaneous effectiveness of the Agreed IDR Waiver. At a meeting duly called and held and upon Upon the receipt of the recommendation of the NMCI WPZ Conflicts Committee, at a meeting duly called and held, the NMCI WPZ Board, by unanimous vote, (i) determined that approved this Agreement and the transactions contemplated hereby are in hereby, including (i) the best interests termination of NMCI the Merger Agreement subject to and conditioned upon the Holders simultaneous effectiveness of NMCI Public Units, the Agreed IDR Waiver and (ii) the Agreed IDR Waiver. Prior to such approval by the WPZ Conflicts Committee and the WPZ Board, AMV approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board RecommendationAgreed IDR Waiver. This Agreement has and the Agreed IDR Waiver have been duly executed and delivered by NMCI each of the WPZ Parties party hereto and constitutes thereto and constitute the valid and legally binding obligation of NMCIeach of the WPZ Parties party hereto and thereto, enforceable against NMCI each of the WPZ Parties party hereto and thereto in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI Each of the ACMP Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that subject, in the consummation case of the Merger is subject ACMP Partnership Agreement Amendment, to receipt of the NMCI Unitholders ApprovalACMP Amendment Vote. The execution and delivery of this Agreement by NMCIeach of the ACMP Parties, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the ACMP Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of NMCI, except that the consummation each of the Merger is subject ACMP Parties, subject, in the case of the ACMP Partnership Agreement Amendment, to receipt of the NMCI Unitholders ApprovalACMP Amendment Vote. At a meeting duly called and held, the NMCI ACMP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests interest of NMCI ACMP and the Holders of NMCI Public UnitsACMP Units who are not Xxxxxxxx Parties, (b) approved this Agreement and the transactions contemplated hereby, including the Merger Transaction Documents and the transactions contemplated thereby on the terms set forth therein (the foregoing constituting the NMCI ACMP Special Approval), and (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommendapprove, and to direct recommend to the NMCI ACMP Board to recommend, the approval of of, this Agreement and the Mergerconsummation of the transactions contemplated hereby, by including the Holders of NMCI Public UnitsTransaction Documents and the transactions contemplated thereby on the terms set forth therein. At a meeting duly called and held and upon Upon the receipt of the recommendation of the NMCI ACMP Conflicts Committee, at a meeting duly called and held, the NMCI Board, by unanimous vote, (i) determined that ACMP Board approved this Agreement and the transactions contemplated hereby are in hereby, including the best interests of NMCI Transaction Documents and the Holders of NMCI Public Unitstransactions contemplated thereby on the terms set forth therein. Prior to such approval, (ii) AMV approved this Agreement and the transactions contemplated hereby, including the Merger, the GP Merger and the ACMP Partnership Agreement Amendment. The adoption of the ACMP Partnership Agreement Amendment by the affirmative vote or consent of the Holders of at least a Unit Majority (iiias defined in the ACMP Partnership Agreement) directed that this Agreement be submitted to a (the “ACMP Amendment Vote”) is the only vote of Holders of NMCI Common Units and made partnership interests in ACMP necessary to approve the NMCI Board RecommendationACMP Partnership Agreement Amendment. This Agreement has been duly executed and delivered by NMCI each of the ACMP Parties and constitutes the valid and legally binding obligation of NMCIeach of the ACMP Parties, enforceable against NMCI each of the ACMP Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI BRE has all requisite limited partnership liability company authority and power to execute, deliver and authority perform this Agreement and each Ancillary Agreement to execute and deliver this Agreementwhich BRE is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by it, except that the consummation of the Merger BRE. This Agreement and each Ancillary Agreement to which BRE is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCIor will be a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed by NMCI BRE have been duly and validly authorized and approved by all requisite partnership required limited liability company action on the part of NMCI, except that BRE and its members and no other limited liability company proceedings on the part of BRE or its members are necessary to authorize this Agreement or such Ancillary Agreements and the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. At a meeting duly called and held, the NMCI Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in and thereby. BRE has delivered to the best BNL Parties written evidence that the holders of a majority of the voting membership interests of NMCI and the Holders of NMCI Public Units, (b) BRE have approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI Special Approval), (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI Board to recommend, the approval of this Agreement and the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NMCI Conflicts Committee, the NMCI Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board Recommendation. This Agreement has been duly executed and delivered by NMCI and BRE and, assuming that this Agreement constitutes the legal, valid and legally binding obligation of NMCIthe BNL Parties and the Blocker Corps, constitutes the legal, valid and binding obligation of BRE, enforceable against NMCI BRE in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and remedies generally and by (b) general principles of equity (whether applied in a Proceeding at law or in equitycollectively, the “Equitable Exceptions”).

Authority and Approval. NMCI Each of the WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCIeach of the WPZ Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of NMCI, except that the consummation each of the Merger is subject to receipt of the NMCI Unitholders ApprovalWPZ Parties. At a meeting duly called and held, the NMCI WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests interest of NMCI WPZ and the Holders of NMCI WPZ Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI WPZ Special Approval), and (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommendapprove, and to direct recommend to the NMCI WPZ Board to recommend, the approval of of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon Upon the receipt of the recommendation of the NMCI WPZ Conflicts Committee, at a meeting duly called and held, the NMCI WPZ Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (iia) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iiib) directed that this Agreement be submitted to a vote of Holders of NMCI Common WPZ Units and made authorized the NMCI Board RecommendationHolders of WPZ Units to act by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. Prior to such approval by the WPZ Conflicts Committee and the WPZ Board, AMV approved this Agreement and the transactions contemplated hereby, including the Merger. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote or approval of partnership interests in WPZ necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by NMCI each of the WPZ Parties and constitutes the valid and legally binding obligation of NMCIeach of the WPZ Parties, enforceable against NMCI each of the WPZ Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI Each of the WPZ Parties has all requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement, and subject to receipt of the WPZ Vote, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCIeach of the WPZ Parties, and subject to receipt of the WPZ Vote, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NMCI the WPZ Parties have been duly authorized and approved by all requisite partnership or limited liability company action on the part of NMCI, except that the consummation each of the Merger is subject to receipt of the NMCI Unitholders ApprovalWPZ Parties. At a meeting duly called and held, the NMCI WPZ Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests interest of NMCI WPZ and the Holders of NMCI WPZ Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI WPZ Special Approval), and (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommendapprove, and to direct recommend to the NMCI WPZ Board to recommend, the approval of of, this Agreement and the consummation of the transactions contemplated hereby, including the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon Upon the receipt of the recommendation of the NMCI WPZ Conflicts Committee, at a meeting duly called and held, the NMCI WPZ Board, by unanimous vote, (ia) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public UnitsWPZ, (iib) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iiic) directed that this Agreement be submitted to a vote of Holders of NMCI Common WPZ Units and made authorized the NMCI Board RecommendationHolders of WPZ Units to act by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement. This Agreement and the transactions contemplated hereby have been approved by the sole member of the WPZ General Partner. The adoption of this Agreement by the affirmative vote or consent of the Holders of at least a Unit Majority (as defined in the WPZ Partnership Agreement) (the “WPZ Vote”) is the only vote or approval of partnership interests in WPZ necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by NMCI each of the WPZ Parties and constitutes the valid and legally binding obligation of NMCIeach of the WPZ Parties, enforceable against NMCI each of the WPZ Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI NNA has all requisite limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby Transactions and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders NNA Stockholders Approval. The execution and delivery of this Agreement by NMCINNA, the consummation of the transactions contemplated hereby Transactions and the performance of all of the terms and conditions hereof to be performed by NMCI NNA have been duly authorized and approved by all requisite partnership action on the part of NMCINNA, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders NNA Stockholders Approval. At a meeting duly called and held, the NMCI Conflicts NNA Special Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby Transactions are in the best interests of NMCI NNA and the Holders of NMCI NNA Public UnitsStock, (b) approved this Agreement and the transactions contemplated herebyTransactions, including the Merger (the foregoing constituting the NMCI Special Approval)Merger, (c) resolved to make the NMCI Conflicts NNA Special Committee Recommendation and (d) resolved to recommend, and to direct the NMCI NNA Board to recommend, the approval of this Agreement and the Merger, by the Holders of NMCI Public Unitsshares of NNA Common Stock. At a meeting duly called and held and upon the receipt of the recommendation of the NMCI Conflicts NNA Special Committee, the NMCI NNA Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby Transactions are in the best interests of NMCI NNA and the Holders of NMCI NNA Public UnitsStock, (ii) approved this Agreement and the transactions contemplated herebyTransactions, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI shares of NNA Common Units Stock and made the NMCI NNA Board Recommendation. This Agreement has been duly executed and delivered by NMCI NNA and constitutes the valid and legally binding obligation of NMCINNA, enforceable against NMCI NNA in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

Authority and Approval. NMCI Each of the Parent Parties has all requisite limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby Transactions to which it is a party and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NMCI Unitholders Approval. The execution and delivery of this Agreement by NMCIeach of the Parent Parties, the consummation of the transactions contemplated hereby Transactions to which either of the Parent Parties is a party and the performance of all of the terms and conditions hereof to be performed by NMCI the Parent Parties have been duly authorized and approved by all requisite partnership action on the part of NMCI, except that the consummation each of the Merger is subject to receipt of the NMCI Unitholders ApprovalParent Parties. At a meeting duly called and held, the NMCI Parent Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby Transactions are in the best interests of NMCI Parent and the Holders holders of NMCI Public UnitsParent Common Units (excluding the general partner of Parent and its Affiliates), and (b) granted a Special Approval (as defined in the Parent Partnership Agreement) of this Agreement and each of the Transactions. At a meeting duly called and held, the Parent Board (a) determined that this Agreement, and the Transactions, including the Merger and the Parent Equity Issuance, are in the best interests of Parent and its unitholders, and (b) approved and declared advisable this Agreement and the Transactions to which a Parent Party is party, including the Merger and the Parent Equity Issuance. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NMCI Special Approval), (c) resolved to make the NMCI Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NMCI Board to recommend, the approval of this Agreement and the Merger, by the Holders of NMCI Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NMCI Conflicts Committee, the NMCI Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NMCI and the Holders of NMCI Public Units, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NMCI Common Units and made the NMCI Board Recommendation. This Agreement has been duly executed and delivered by NMCI each of the Parent Parties and constitutes the valid and legally binding obligation of NMCIeach of the Parent Parties, enforceable against NMCI each of the Parent Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).