Common use of Authority; Noncontravention; Voting Requirements Clause in Contracts

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder Approval. The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by each of the Company Board and the Special Committee and, except for obtaining the Company Shareholder Approval, no other entity action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated by this Agreement, nor compliance by the Company with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder Approval is obtained, conflict with or violate any provision of the LLC Agreement or any of the Organizational Documents of the Company’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except for the approval by the Company Board and the Special Committee, which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is the only vote or approval of the holders of any class or series of Company Securities that is necessary to approve this Agreement and the transactions contemplated by this Agreement. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary entity corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Company Shareholder Stockholder Approval, to perform its obligations hereunder and to consummate the Merger. The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated by this AgreementMerger, have been duly authorized and approved by each its Board of the Company Board Directors, and the Special Committee and, except for obtaining the Company Shareholder ApprovalStockholder Approval for the adoption of this Agreement, no other entity corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementMerger. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws from time of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated by this AgreementMerger, nor compliance by the Company with any of the terms or provisions of this Agreementhereof, will (i) assuming that Company Shareholder Approval is obtained, conflict with or violate any provision of the LLC Agreement Amended and Restated Certificate of Incorporation or any bylaws of the Organizational Documents of the Company’s material Subsidiaries, Company or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Lawlaw, judgment, writ or injunction of any Governmental Authority governmental authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Except for the Company Stockholder Approval, no consent, waiver, approval, order, permit or authorization of, or (y) violate, conflict declaration or filing with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company or any of its Subsidiaries undernotification to, any of person or governmental body is required on the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset part of the Company or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except for the approval by the Company Board and the Special Committee, which was obtained prior to connection with the execution and delivery of this Agreement, Agreement or the approval consummation of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is the only vote or approval of the holders of any class or series of Company Securities that is necessary to approve this Agreement and the transactions contemplated by this Agreementhereby. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the Partnership GP has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder ApprovalPartnership Unitholder Approval in the case of the Partnership. The execution, delivery and performance by each of the Company Partnership and the Partnership GP of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by the GP Board and approved by each of the Company Board GP Conflicts Committee and the Special Committee GP Board and, except for obtaining the Company Shareholder Partnership Unitholder Approval, no other entity action on the part of the Company Partnership and the Partnership GP is necessary to authorize the execution, delivery and performance by the Company Partnership and the Partnership GP of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the Partnership GP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the Partnership GP, enforceable against it them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the Partnership GP nor the consummation by the Company Partnership and the Partnership GP of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the Partnership GP with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Partnership Unitholder Approval is obtained, conflict with or violate any provision of the LLC Partnership Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Partnership Unitholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit Partnership Permit, to which the Company Partnership or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the approval by the Company Board and the Special CommitteePartnership GP, which was obtained prior to the execution of this Agreement, the approval affirmative vote or consent of the Merger by at least a majority of the Listed Shares then Outstanding Common Units and Class B Units, if any, voting as of a single class at the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Partnership Unitholder Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (the “Partnership Unitholder Approval”) is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special GP Conflicts Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the CompanyPartnership, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersPartnership Unaffiliated Unitholders, (iiiii) approved approved, and recommended that the GP Board approve, this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of transactions contemplated by this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares Limited Partners and (viii) resolved to recommend approval of this Agreement by the holders of Listed SharesLimited Partners. (e) The Company GP Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstainingGP Conflicts Committee), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the CompanyPartnership, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersPartnership Unaffiliated Unitholders, (iiiii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, transactions contemplated by this Agreement and (iviii) resolved to submit this Agreement to a vote of the holders of Listed Shares Limited Partners and recommend approval of this Agreement by the holders of Listed SharesLimited Partners.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the Partnership GP has all necessary entity power and authority to execute and deliver this Agreement and and, subject to obtaining the Partnership Unitholder Approval in the case of the Partnership, to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder Approval. The execution, delivery and performance by each of the Company Partnership and the Partnership GP of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by the GP Board and approved by each of the Company GP Conflicts Committee and the GP Board and the Special Committee and, except for obtaining the Company Shareholder Approval, no other entity action on the part of the Company Partnership and the Partnership GP is necessary to authorize the execution, delivery and performance by the Company Partnership and the Partnership GP of this Agreement and and, except for obtaining the Partnership Unitholder Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the Partnership GP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the Partnership GP, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity or at lawequity) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingdealing (such clauses (i) and (ii) collectively, the “Enforceability Exceptions”). (b) Neither the execution and delivery of this Agreement by the Company Partnership or the Partnership GP nor the consummation by the Company Partnership and the Partnership GP of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the Partnership GP with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Partnership Unitholder Approval is obtained, contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the LLC Partnership Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.4 and the Company Shareholder Partnership Unitholder Approval are obtained and the filings referred to in Section 3.4 4.4 are made, (x) contravene, violate or conflict with any applicable Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit Partnership Permit, to which the Company Partnership or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the approval by the Company Board and the Special CommitteePartnership GP, which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof Partnership Unitholder Approval is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special GP Conflicts Committee, at a meeting duly called and held, has by unanimous approval (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the CompanyPartnership and Partnership Unaffiliated Unitholders, after determining (ii) approved, and recommended that the Merger is fair and reasonable toGP Board approve, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) transactions contemplated by this Agreement and recommended that the Company GP Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares Limited Partners and (viii) resolved resolved, and recommended that the GP Board resolve, to recommend approval of this Agreement by the holders Limited Partners. Such action by the GP Conflicts Committee constituted “Special Approval” (as defined in the Partnership Agreement) of Listed Sharesthis Agreement and the transactions contemplated by this Agreement under the Partnership Agreement. (e) The Company GP Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstainingGP Conflicts Committee), at a meeting duly called and held, has by unanimous approval (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that Partnership and the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersPartnership Unaffiliated Unitholders, (iiiii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, transactions contemplated by this Agreement and (iviii) resolved to submit this Agreement to a vote of the holders of Listed Shares Limited Partners and recommend approval of this Agreement by the holders of Listed SharesLimited Partners.

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Company Shareholder Member Approval, to perform its obligations hereunder and to consummate the Merger. The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated by this AgreementMerger, have been duly authorized and approved by each its Board of the Company Board Directors, and the Special Committee and, except for obtaining the Company Shareholder ApprovalMember Approval for the adoption of this Agreement, no other entity corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementMerger. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganizationContribution, moratorium or and other similar laws from time of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated by this AgreementMerger, nor compliance by the Company with any of the terms or provisions of this Agreementhereof, will (i) assuming that Company Shareholder Approval is obtained, conflict with or violate any provision of the LLC Certificate of Formation or Amended and Restated Limited Liability Company Agreement or any of the Organizational Documents of the Company’s material Subsidiaries, Company or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Lawmaterial law, judgment, writ or injunction of any Governmental Authority governmental authority applicable to the Company or any of its Subsidiaries or any of their respective material properties or assets. Except for the Company Member Approval, no consent, waiver, approval, order, permit or authorization of, or (y) violate, conflict declaration or filing with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company or any of its Subsidiaries undernotification to, any of person or governmental body is required on the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset part of the Company or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except for the approval by the Company Board and the Special Committee, which was obtained prior to connection with the execution and delivery of this Agreement, Agreement or the approval consummation of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is the only vote or approval of the holders of any class or series of Company Securities that is necessary to approve this Agreement and the transactions contemplated by this Agreementhereby. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the Partnership GP has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder ApprovalPartnership Unitholder Approval in the case of the Partnership. The execution, delivery and performance by each of the Company Partnership and the Partnership GP of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by the GP Board and approved by each of the Company Board GP Conflicts Committee and the Special Committee GP Board and, except for obtaining the Company Shareholder Partnership Unitholder Approval, no other entity action on the part of the Company Partnership and the Partnership GP is necessary to authorize the execution, delivery and performance by the Company Partnership and the Partnership GP of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the Partnership GP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the Partnership GP, enforceable against it them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the Partnership GP nor the consummation by the Company Partnership and the Partnership GP of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the Partnership GP with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Partnership Unitholder Approval is obtained, conflict with or violate any provision of the LLC Partnership Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.4 and the Company Shareholder Partnership Unitholder Approval are obtained and the filings referred to in Section 3.4 4.4 are made, (x) violate any applicable Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit Partnership Permit, to which the Company Partnership or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the approval by the Company Board and the Special CommitteePartnership GP, which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof Partnership Unitholder Approval is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special GP Conflicts Committee, at a meeting duly called and held, has (i) determined that the Merger is fairfair and reasonable to, taking into account and in the totality of best interests of, the relationships between Partnership and the parties involved, including other transactions between the partiesPartnership Unaffiliated Unitholders, (ii) approved, and recommended that the GP Board approve, this Agreement and the transactions contemplated by this Agreement and recommended that the GP Board submit this Agreement to a vote of the Limited Partners and (iii) resolved to recommend approval of this Agreement by the Limited Partners. Such action by the GP Conflicts Committee constituted “Special Approval” (as defined in the Partnership Agreement) of this Agreement and the transactions contemplated by this Agreement under the Partnership Agreement. (e) The GP Board (acting based upon the recommendation of the GP Conflicts Committee), at a meeting duly called and held, has (i) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that Partnership and the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersPartnership Unaffiliated Unitholders, (iiiii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of transactions contemplated by this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares Limited Partners and recommend approval of this Agreement by the holders of Listed SharesLimited Partners.

Authority; Noncontravention; Voting Requirements. (a) The Company Partnership has all necessary entity requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, subject to obtaining the Company Shareholder Partnership Unitholder Approval. The execution, delivery and performance by the Company Partnership of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by each the General Partner, which, at a meeting duly called and held, has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby and (ii) resolved to submit the Agreement to a vote of the Company Board Limited Partners of the Partnership and to recommend approval of this Agreement by the Special Committee andLimited Partners of the Partnership, and except for obtaining the Company Shareholder ApprovalPartnership Unitholder Approval for the approval of this Agreement, and consummation of the transactions contemplated hereby, no other entity partnership action on the part of the Company Partnership is necessary to authorize the execution, delivery and performance by the Company Partnership of this Agreement and the consummation of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by the Company Partnership and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership, enforceable against it in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by the Company Partnership nor the consummation by the Company Partnership of the transactions contemplated by this Agreementhereby, nor compliance by the Company Partnership with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder Approval is obtained, conflict with or violate any provision of the LLC Agreement Partnership Charter Documents or any of the Organizational Documents of the Company’s material SubsidiariesPartnership Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Partnership Unitholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract“ Contract ”) or Partnership Permit (including any Environmental Permit), to which the Company Partnership or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x), (ii)(y) and (iii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations accelerations, Liens, purchases or Liens that have not had and would not reasonably be expected to haveacquisitions as, individually or in the aggregate, would not have a Company Partnership Material Adverse EffectEffect or prevent or materially impair the consummation of the transactions contemplated hereby. (c) Except for the approval by the Company Board and the Special Committee, which was obtained prior to the execution of this Agreement, the approval The affirmative vote or consent of the Merger by holders of a majority of Unit Majority at the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Partnership Unitholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement and the transactions contemplated hereby (the “ Partnership Unitholder Approval ”) is the only vote or approval of the holders of any class or series of Company Securities that Interests or other partnership interests, equity interests or capital stock of the Partnership or any of its Subsidiaries which is necessary to approve this Agreement and the transactions contemplated by this Agreementhereby that has not already been obtained. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the Partnership GP has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder ApprovalPartnership Unitholder Approval in the case of the Partnership. The execution, delivery and performance by each of the Company Partnership and the Partnership GP of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by each of the Company GP Board and the Special Committee Members and, except for obtaining the Company Shareholder Partnership Unitholder Approval, no other entity action on the part of the Company Partnership and the Partnership GP is necessary to authorize the execution, delivery and performance by the Company Partnership and the Partnership GP of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the Partnership GP and, assuming due authorization, execution and delivery of this Agreement by the other parties Parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the Partnership GP, enforceable against it them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the Partnership GP nor the consummation by the Company Partnership and the Partnership GP of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the Partnership GP with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Partnership Unitholder Approval is obtained, conflict with or violate any provision of the LLC Partnership Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.04 and the Company Shareholder Partnership Unitholder Approval are obtained and the filings referred to in Section 3.4 4.04 are made, (x) violate any applicable Law, judgment, writ or injunction of any Governmental Authority Entity applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreementContract, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit to which the Company Partnership or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) All of the Members have consented to this Agreement and the transactions contemplated hereby pursuant to the GP Member Consent. (d) Except for the approval by the Company Board and the Special CommitteeGP Member Consent, which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof Partnership Unitholder Approval is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (de) The Special CommitteeGP Board, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that Partnership and the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersUnitholders, (iiiii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of transactions contemplated by this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares Unitholders and recommend approval of this Agreement by the holders of Listed SharesUnitholders.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder Approval. The execution, delivery and performance by each of the Company Partnership and the General Partner of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized and by the GP Board, approved by each of the Company Board Conflicts Committee and the Special Committee andGP Board, except for obtaining approved by the Company Shareholder Approvalholders of a Unit Majority and consented to by the Sole Member, and no other entity action on the part of the Company Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Company Partnership and the General Partner of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the General Partner, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or at lawsimilar Law (collectively, “Takeover Laws”) and (ii) public policyany takeover provision of the Partnership Agreement applicable to the Partnership, applicable law relating the General Partner or any of their respective Subsidiaries do not, and will not, apply to fiduciary duties this Agreement and indemnification and an implied covenant the consummation of good faith and fair dealingthe transactions contemplated by this Agreement, including the Merger. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the General Partner nor the consummation by the Company Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder Approval is obtainedcontravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person (other than the Written Consent and the Sole Member Consent, each of which has been obtained) under, the terms, conditions or provisions of the LLC Partnership Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.3(e) and (f) and Section 4.4, the Company Shareholder Approval amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and other modifications, referred to in Section 4.3(b) of the Partnership Disclosure Schedule are obtained effective on or prior to the Closing Date, and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company any Group Member or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company or any of its Subsidiaries Group Member under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit to which the Company any Group Member is a party or by which it or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its SubsidiariesGroup Member, except, in the case of clause (ii)) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the The Sole Member Consent, approval by the Company GP Board and approval by the Special Committeeholders of a Unit Majority, each of which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is are the only vote votes or approval approvals of the holders of any class or series of Company Securities Partnership Interests that is are necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special Conflicts Committee, at a meeting duly called and heldby unanimous vote, has in good faith, has, among other things, (i) determined that this Agreement and the Merger is fairtransactions contemplated by this Agreement, taking into account including the totality Merger, are in the best interests of the relationships between Partnership Group and the parties involved, including other transactions between the partiesPartnership Unaffiliated Unitholders, (ii) determined that approved this Agreement and the Merger is fair and reasonable totransactions contemplated by this Agreement, and in including the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersMerger, (iii) approved resolved to recommend to the GP Board the approval of this Agreement, Agreement and the execution, delivery and performance of this Agreement and the Mergertransactions contemplated by this Agreement, including the Merger and (iv) resolved, and recommended that the Company GP Board approve resolve, to direct that this Agreement be submitted to a vote of the Limited Partners. Such approval by the Conflicts Committee described in clause (ii) constituted “Special Approval” (as defined in the Partnership Agreement) for all purposes of the Partnership Agreement (including Section 7.9(a) thereof) of this Agreement and the transactions contemplated by this Agreement, including the Merger. (e) The GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote, in good faith, has, among other things, (i) determined that the forms, terms and provisions of this Agreement and the transactions contemplated by this Agreement, including the Merger, are in the best interests of the Partnership Group and the Limited Partners, (ii) authorized and approved the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in this Agreement and (iii) directed that the adoption of this Agreement and the approval of the Merger be submitted to a vote of the Limited Partners and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement. (f) Pursuant to Section 7.4(b) of the General Partner Company Agreement, the GP Board has obtained the Sole Member Consent, pursuant to which the Sole Member has (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are in the best interests of the Sole Member and the General Partner and (ii) authorized and approved the execution, delivery and performance of this Agreement the Transaction Documents and the transactions contemplated thereby, including the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed SharesGeneral Partner. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder Approval. The execution, delivery and performance by each of the Company Partnership and the General Partner of this Agreementthe Transaction Documents, and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized and by the GP Board, approved by each of the Company Conflicts Committee and the GP Board and consented to by the Special Committee and, except for obtaining the Company Shareholder Approval, Sole Member and no other entity action on the part of the Company Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Company Partnership and the General Partner of this Agreement the Transaction Documents and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the General Partner, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or at lawsimilar Law (collectively, “Takeover Laws”) and (ii) public policyany takeover provision of the Partnership Agreement applicable to the Partnership, applicable law relating the General Partner or any of their respective Subsidiaries do not, and will not, apply to fiduciary duties this Agreement and indemnification and an implied covenant the consummation of good faith and fair dealingthe transactions contemplated by this Agreement, including the Merger. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the General Partner nor the consummation by the Company Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder Approval is obtainedcontravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person (other than the Written Consent and the Sole Member Consent, each of which has been obtained) under, the terms, conditions or provisions of the LLC Partnership Agreement, the General Partner Company Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.3(e) and (f) and Section 4.4, the Company Shareholder Approval amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and other modifications, referred to in Section 4.3(b) of the Partnership Disclosure Schedule are obtained effective on or prior to the Closing Date, and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit to which the Company Partnership or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii)) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the The Sole Member Consent, approval by the Company GP Board and approval by the Special Committeemajority of the outstanding Common Units, each of which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is are the only vote votes or approval approvals of the holders of any class or series of Company Securities Partnership Interests that is are necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special Conflicts Committee, at a meeting duly called and heldby unanimous vote, has in good faith, has, among other things, (i) determined that this Agreement and the Merger is fairtransactions contemplated hereby, taking into account including the totality Merger, are in, or not adverse to, the interests of the relationships between Partnership and the parties involved, including other transactions between the partiesPartnership Unaffiliated Unitholders, (ii) determined that approved this Agreement and the Merger is fair and reasonable totransactions contemplated hereby, and in including the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersMerger, (iii) approved resolved to recommend to the GP Board the approval of this Agreement, Agreement and the execution, delivery and performance of this Agreement and the Mergertransactions contemplated hereby, including the Merger and (iv) resolved, and recommended that the GP Board resolve, to direct that this Agreement be submitted to a vote of the Limited Partners and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement. Such approval by the Conflicts Committee described in clause (ii) constituted “Special Approval” (as defined in the Partnership Agreement) of this Agreement and the transactions contemplated by this Agreement under the Partnership Agreement. (e) The GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote, in good faith, has, among other things, (i) determined that the forms, terms and provisions of this Agreement and the transactions contemplated hereby, including the Merger, are in, or not adverse to, the interests of the Partnership and the Limited Partners, (ii) authorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby, including the Merger, on the terms and subject to the conditions set forth in this Agreement and (iii) directed that the adoption of this Agreement and the approval of the Merger be submitted to a vote of the Limited Partners and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement. (f) Pursuant to Section 3.1 of the General Partner Company Board approve this Agreement, the GP Board has obtained the Sole Member Consent, pursuant to which the Sole Member has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Sole Member and the General Partner and (ii) approved the execution, delivery and performance of this Agreement the Transaction Documents and the transactions contemplated hereby, including the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed SharesGeneral Partner. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder Partnership Unitholder Approval. The execution, delivery and performance by each of the Company Partnership and the General Partner of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized and by the GP Board, approved by each of the Company Partnership Conflicts Committee, the GP Board (acting on behalf of the General Partner in its capacity as the general partner of HLH and on behalf of HLH in its capacity as the Special Committee direct general partner of the Partnership) and HoldCo in its capacity as the limited partner of HLH, and consented to by the Sole Member and, except for obtaining other than the Company Shareholder Partnership Unitholder Approval, no other entity action on the part of the Company Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Company Partnership and the General Partner of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the General Partner, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or at lawsimilar Law (collectively, “Takeover Laws”) and (ii) public policyany takeover provision of the Partnership Agreement applicable to the Partnership, applicable law relating the General Partner or any of their respective Subsidiaries do not, and will not, apply to fiduciary duties this Agreement and indemnification and an implied covenant the consummation of good faith and fair dealingthe transactions contemplated by this Agreement, including the Merger. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the General Partner nor the consummation by the Company Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Partnership Unitholder Approval is obtained, contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the LLC Partnership Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.3(e) and (f) and Section 4.4, the Company Shareholder Approval amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and other modifications, referred to in Section 4.3(b) of the Partnership Disclosure Schedule are obtained effective on or prior to the Closing Date, and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company any Group Member or any of its Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company or any of its Subsidiaries Group Member under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit to which the Company any Group Member is a party or by which it or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its SubsidiariesGroup Member, except, in the case of clause (ii)) or clause (iii) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations payments, accelerations, Liens or Liens rights that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the The approval by the Company Board and general partner of the Special CommitteePartnership, which was obtained prior to the execution of this Agreement, and approval by the approval holders of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is Unit Majority are the only vote votes or approval approvals of the holders of any class or series of Company Securities Partnership Interests that is are necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special Partnership Conflicts Committee, by unanimous vote, in good faith, has, among other things, (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are in the best interests of the Partnership, including the Partnership Unaffiliated Unitholders, (ii) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (iii) recommended to the GP Board the approval by the GP Board of this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement and (iv) resolved, and recommended that the GP Board resolve, to (1) direct that this Agreement and the Merger be submitted to a vote of the Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement and (2) recommend approval of this Agreement and the Merger by the Limited Partners at the Partnership Special Meeting. Such approval by the Partnership Conflicts Committee described in clause (ii) constituted “Special Approval” (as defined in the Partnership Agreement) for all purposes of the Partnership Agreement (including Section 7.9(a) thereof) of this Agreement and the transactions contemplated by this Agreement, including the Merger. (e) The GP Board (acting, in part, based upon the recommendation of the Partnership Conflicts Committee), by unanimous vote, in good faith, has, among other things, (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are in the best interests of the Partnership, including the Partnership Unaffiliated Unitholders, (ii) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (iii) directed that this Agreement and the Merger be submitted to a meeting duly called vote of the Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement and held(iv) resolved to recommend approval of this Agreement and the Merger by the Limited Partners at the Partnership Special Meeting. (f) Pursuant to the General Partner Company Agreement, the GP Board has obtained the Sole Member Consent, pursuant to which the Sole Member has (i) determined that this Agreement and the Merger is fair, taking into account the totality of the relationships between the parties involvedtransactions contemplated by this Agreement, including other transactions between the partiesMerger, (ii) determined that the Merger is fair and reasonable to, and are in the best interests ofof the Sole Member, the CompanyGeneral Partner and HLH and (ii) approved this Agreement and the transactions contemplated by this Agreement, after determining including the Merger. (g) Pursuant to the First Amended and Restated Agreement of Limited Partnership of HLH, HoldCo, the General Partner, in its capacity as the general partner of HLH, has (a) determined that this Agreement and the Merger is fair and reasonable totransactions contemplated by this Agreement, and including the Merger, are in the best interests of, the Public Shareholders, (iii) approved of HLH and its limited partner and declared it advisable for HLH to enter into this Agreement, and (b) authorized and approved the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve transactions contemplated by this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership, the General Partner and the Managing GP has all necessary entity power and authority to execute and deliver this Agreement and and, subject to obtaining the Partnership Unitholder Approval in the case of the Partnership, to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder Approval. The execution, delivery and performance by each of the Company Partnership, the General Partner and the Managing GP of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by the Managing GP Board and approved by each of the Company Conflicts Committee and the Managing GP Board and the Special Committee and, except for obtaining the Company Shareholder Approval, no other entity action on the part of the Company Partnership, the General Partner and the Managing GP is necessary to authorize the execution, delivery and performance by the Company Partnership, the General Partner and the Managing GP of this Agreement and and, except for obtaining the Partnership Unitholder Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership, the General Partner and the Managing GP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership, the General Partner and the Managing GP, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity or at lawequity) and (ii) public policycollectively, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe “Enforceability Exceptions”). (b) Neither the execution and delivery of this Agreement by the Company Partnership, the General Partner or the Managing GP nor the consummation by the Company Partnership, the General Partner and the Managing GP of the transactions contemplated by this Agreement, nor compliance by the Company Partnership, the General Partner and the Managing GP with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Partnership Unitholder Approval is obtained, contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the LLC Partnership Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.4 and the Company Shareholder Partnership Unitholder Approval are obtained and the filings referred to in Section 3.4 4.4 are made, (x) contravene, violate or conflict with any applicable Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit Partnership Permit, to which the Company Partnership or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii)) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the approval by the Company Board and the Special CommitteeManaging GP Board, which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof Partnership Unitholder Approval is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special Conflicts Committee, at a meeting duly called and held, has by unanimous approval (i) determined that the Merger is fair, taking into account in the totality best interests of the relationships between the parties involvedPartnership, including other transactions between the partiesPartnership Unaffiliated Unitholders, (ii) approved, and recommended that the Managing GP Board approve, this Agreement and the transactions contemplated by this Agreement and recommended that the Managing GP Board submit this Agreement to a vote of the Limited Partners and (iii) resolved, and recommended that the Managing GP Board resolve, to recommend approval of this Agreement by the Limited Partners. Such action by the Conflicts Committee constituted “Special Approval” (as defined in the Partnership Agreement) of this Agreement and the transactions contemplated by this Agreement under the Partnership Agreement. (e) The Managing GP Board (acting based upon the recommendation of the Conflicts Committee), at a meeting duly called and held, by unanimous approval (i) determined that the Merger is fair and reasonable to, and in the best interests of, the CompanyPartnership, after determining that including the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersPartnership Unaffiliated Unitholders, (iiiii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of transactions contemplated by this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares Limited Partners and recommend approval of this Agreement by the holders of Listed SharesLimited Partners.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject only to obtaining approval of this Agreement by the Company Shareholder affirmative vote or consent of the holders of a Unit Majority (the “Requisite Partnership Approval”). The Requisite Partnership Approval is the only approval of the holders of units representing limited partner interests of the Partnership that is necessary under applicable Law and the Partnership Agreement to adopt, approve and authorize this Agreement that has not been obtained as of the date of this Agreement. The execution, delivery and performance by each of the Company Partnership and the General Partner of this Agreementthe Transaction Documents to which it is a party, and the consummation of the transactions contemplated by this Agreementthe Transaction Documents to which it is a party, have been been, as applicable, duly authorized and by the GP Board, approved by each of the Company Conflicts Committee and the GP Board and consented to by the Special Committee Sole Member and, except for obtaining the Company Shareholder Requisite Partnership Approval, no other entity action on the part of the Company Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Company Partnership and the General Partner of this Agreement the Transaction Documents and the consummation of the transactions contemplated by this Agreementhereby and thereby. This Agreement has been duly executed and delivered by the Company Partnership and the General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the General Partner, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or at lawsimilar Law (collectively, “Takeover Laws”) and (ii) public policyany takeover provision of the Partnership Agreement applicable to the Partnership, applicable law relating the General Partner or any of their respective Subsidiaries do not, and will not, apply to fiduciary duties this Agreement and indemnification and an implied covenant the consummation of good faith and fair dealingthe transactions contemplated by this Agreement, including the Merger. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the General Partner nor the consummation by the Company Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Requisite Partnership Approval is obtained, contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent (other than the Sole Member Consent, which has been obtained) of any Person under, the terms, conditions or provisions of the LLC Partnership Agreement, the General Partner Operating Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.3(e) and (f) and Section 4.4 and the Company Shareholder Requisite Partnership Approval are obtained obtained, the amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and/or other modifications, referred to in Section 4.3(b) of the Partnership Disclosure Schedule are effective on or prior to the Closing Date, and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit to which the Company Partnership or any of its Subsidiaries is a party, party or by which they the Partnership or any of its Subsidiaries or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii)) or clause (iii) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations payments, accelerations, Liens or Liens rights that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the Sole Member Consent and approval by the Company Board and the Special CommitteeGP Board, each of which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof Requisite Partnership Approval is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special Conflicts Committee, at a meeting duly called and heldby unanimous vote, has in good faith, has, among other things, (i) determined that this Agreement and the Merger is fairtransactions contemplated hereby, taking into account including the totality Merger, are in the best interests of the relationships between the parties involvedPartnership, including other transactions between the partiesPartnership Unaffiliated Unitholders, (ii) approved the Transaction Documents and the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents (the foregoing constituting “Special Approval” as defined in the Partnership Agreement), and (iii) recommended to the GP Board the approval by the GP Board of the Transaction Documents and the execution, delivery and performance of the Transaction Documents and the transactions contemplated hereby and thereby, including the Merger. (e) Following receipt of the recommendation of the Conflicts Committee, the GP Board (acting, in part, based upon the recommendation of the Conflicts Committee), by unanimous vote, in good faith, has, among other things, (i) determined that this Agreement and the Merger is fair and reasonable totransactions contemplated hereby, and including the Merger, are in the best interests ofof the Partnership, including the Partnership Unaffiliated Unitholders, (ii) approved the Transaction Documents and the transactions contemplated hereby and thereby, including the Merger, (iii) authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, on the terms and subject to the conditions set forth in this Agreement, and (iv) directed that this Agreement and the Merger be submitted to a vote of the Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement. (f) Pursuant to Section 7.4(b)(ii) of the General Partner Operating Agreement and in accordance with Section 3.6 of the General Partner Operating Agreement, the CompanyGP Board has obtained the Sole Member Consent, after determining pursuant to which the Sole Member has (a) determined that this Agreement and the Merger is fair and reasonable totransactions contemplated hereby, and including the Merger, are in the best interests of, of the Public Shareholders, Sole Member and the General Partner and (iiib) approved this Agreement, and authorized the execution, delivery and performance of this Agreement and the Mergertransactions contemplated hereby, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of this Agreement and including the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed SharesGeneral Partner. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Partnership has all necessary entity requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, subject to obtaining the Company Shareholder Partnership Unitholder Approval. The execution, delivery and performance by the Company Partnership of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by each the General Partner, which, at a meeting duly called and held, has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby and (ii) resolved to submit the Agreement to a vote of the Company Board Limited Partners of the Partnership and to recommend approval of this Agreement by the Special Committee andLimited Partners of the Partnership, and except for obtaining the Company Shareholder ApprovalPartnership Unitholder Approval for the approval of this Agreement, and consummation of the transactions contemplated hereby, no other entity partnership action on the part of the Company Partnership is necessary to authorize the execution, delivery and performance by the Company Partnership of this Agreement and the consummation of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by the Company Partnership and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership, enforceable against it in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by the Company Partnership nor the consummation by the Company Partnership of the transactions contemplated by this Agreementhereby, nor compliance by the Company Partnership with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder Approval is obtained, conflict with or violate any provision of the LLC Agreement Partnership Charter Documents or any of the Organizational Documents of the Company’s material SubsidiariesPartnership Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Partnership Unitholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit (including any Environmental Permit), to which the Company Partnership or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x), (ii)(y) and (iii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations accelerations, Liens, purchases or Liens that have not had and would not reasonably be expected to haveacquisitions as, individually or in the aggregate, would not have a Company Partnership Material Adverse EffectEffect or prevent or materially impair the consummation of the transactions contemplated hereby. (c) Except for the approval by the Company Board and the Special Committee, which was obtained prior to the execution of this Agreement, the approval The affirmative vote or consent of the Merger by holders of a majority of Unit Majority at the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Partnership Unitholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement and the transactions contemplated hereby (the “Partnership Unitholder Approval”) is the only vote or approval of the holders of any class or series of Company Securities that Interests or other partnership interests, equity interests or capital stock of the Partnership or any of its Subsidiaries which is necessary to approve this Agreement and the transactions contemplated by this Agreementhereby that has not already been obtained. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership, the Partnership GP and the Partnership GP Delegate has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder ApprovalPartnership Unitholder Approval in the case of the Partnership. The execution, delivery and performance by each of the Company Partnership, the Partnership GP and the Partnership GP Delegate of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by each of the Company Board GP Delegate Board, the GP Conflicts and Audit Committee and the Special Committee GP Board and, except for obtaining the Company Shareholder Partnership Unitholder Approval, no other entity action on the part of the Company Partnership, the Partnership GP and the Partnership GP Delegate is necessary to authorize the execution, delivery and performance by the Company Partnership, the Partnership GP and the Partnership GP Delegate of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership, the Partnership GP and the Partnership GP Delegate and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership, the Partnership GP and the Partnership GP Delegate, enforceable against it each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by the Company Partnership, the Partnership GP and the Partnership GP Delegate nor the consummation by the Company Partnership or the Partnership GP of the transactions contemplated by this Agreement, nor compliance by the Company Partnership, the Partnership GP and the Partnership GP Delegate with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Partnership Unitholder Approval is obtained, conflict with or violate any provision of the LLC Partnership Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Partnership Unitholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit to which the Company Partnership or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the approval by the Company Board GP Delegate Board, the GP Conflicts and Audit Committee and the Special CommitteeGP Board, which was obtained prior to the execution of this Agreement, the approval affirmative vote or consent of the Merger by at least a majority of the Listed Shares then Outstanding as of Units at the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Partnership Unitholder Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (the “Partnership Unitholder Approval”) is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special GP Conflicts and Audit Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the CompanyPartnership, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersUnitholders, (iiiii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iviii) recommended that the Company GP Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares Limited Partners and recommend approval of this Agreement by the holders of Listed Shares Limited Partners; and (viv) resolved to recommend approval of this Agreement by the holders of Listed SharesLimited Partners. (e) The Company GP Delegate Board (with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair and reasonable to, and in the best interests of, the Partnership, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Unitholders, (ii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger and (iii) resolved to submit this Agreement to a vote of the Limited Partners and recommend approval of this Agreement by the Limited Partners. (f) The GP Board (acting based upon the recommendation of the Special GP Conflicts and Audit Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the CompanyPartnership, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersUnitholders, (iiiii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, Merger and (iviii) resolved to submit this Agreement to a vote of the holders of Listed Shares Limited Partners and recommend approval of this Agreement by the holders of Listed SharesLimited Partners.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder Approval. The execution, delivery and performance by each of the Company Partnership and the General Partner of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized and by the GP Board, approved by each of the Company Board Conflicts Committee and the Special Committee andGP Board, except for obtaining approved by the Company Shareholder Approvalholders of a Unit Majority and consented to by the Sole Member, and no other entity action on the part of the Company Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Company Partnership and the General Partner of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the General Partner, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or at lawsimilar Law (collectively, “Takeover Laws”) and (ii) public policyany takeover provision of the Partnership Agreement applicable to the Partnership, applicable law relating the General Partner or any of their respective Subsidiaries do not, and will not, apply to fiduciary duties this Agreement and indemnification and an implied covenant the consummation of good faith and fair dealingthe transactions contemplated by this Agreement, including the Merger. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the General Partner nor the consummation by the Company Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder Approval is obtainedcontravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person (other than the Written Consent and the Sole Member Consent, each of which has been obtained) under, the terms, conditions or provisions of the LLC Partnership Agreement, the General Partner Company Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.3(e) and (f) and Section 4.4, the Company Shareholder Approval amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and other modifications, referred to in Section 4.3(b) of the Partnership Disclosure Schedule are obtained effective on or prior to the Closing Date, and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company any Group Member or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company or any of its Subsidiaries Group Member under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit to which the Company any Group Member is a party or by which it or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its SubsidiariesGroup Member, except, in the case of clause (ii)) or clause (iii) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations accelerations, Liens or Liens rights that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the The approval by the Company GP Board and approval by the Special Committeeholders of a Unit Majority, each of which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is are the only vote votes or approval approvals of the holders of any class or series of Company Securities Partnership Interests that is are necessary to approve and adopt this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement. (d) The Special Conflicts Committee, at by unanimous vote has, among other things, (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are not adverse to the interest of the Partnership, including the Partnership Unaffiliated Unitholders, (ii) approved this Agreement and the transactions contemplated by this Agreement, including the Merger (the foregoing constituting “Special Approval” for all purposes of the Partnership Agreement, including Section 7.9(d) thereof), (iii) resolved to recommend to the GP Board the approval of this Agreement, the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in the Agreement, and (iv) recommended that the GP Board resolve to direct that this Agreement and the transactions contemplated by this Agreement, including the Merger, be submitted to a meeting duly called vote of the Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement. (e) The GP Board (acting, in part, based upon the receipt of such approval and heldrecommendation of the Conflicts Committee), has by unanimous vote has, among other things, (i) determined that the Merger is fairforms, taking into account terms and provisions of this Agreement and the totality transactions contemplated by this Agreement, including the Merger, are not adverse to the interest of the relationships between the parties involvedPartnership, including other transactions between the partiesPartnership Unaffiliated Unitholders, (ii) determined that the Merger is fair authorized and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that consummation of the Company Board approve transactions contemplated by this Agreement, including the executionMerger, delivery on the terms and performance of subject to the conditions set forth in this Agreement and (iii) directed that this Agreement and the transactions contemplated by this Agreement, including the Merger, submit this Agreement be submitted to a vote of the holders Limited Partners for approval pursuant to Section 14.3 of Listed Shares the Partnership Agreement and recommend approval authorized the Limited Partners to act by written consent pursuant to Section 13.11 of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed SharesPartnership Agreement. (ef) The Company Board (acting based upon the recommendation Pursuant to Section 5.6(b) of the Special Committee and with General Partner Company Agreement, the directors affiliated with Parent abstaining)GP Board has obtained the Sole Member Consent, at a meeting duly called and held, pursuant to which the Sole Member has (i) determined that this Agreement and the Merger is fairtransactions contemplated by this Agreement, taking into account including the totality Merger, are in the best interest of the relationships between Sole Member and the parties involved, including other transactions between the parties, General Partner and (ii) determined that the Merger is fair authorized and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed SharesGeneral Partner.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject only to obtaining adoption of this Agreement by the Company Shareholder affirmative vote or consent of the holders of a Unit Majority (the “Requisite Partnership Approval”). The Requisite Partnership Approval is the only approval of the holders of units representing limited partner interests of the Partnership that is necessary under applicable Law and the Partnership Agreement to adopt, approve and authorize this Agreement that has not been obtained as of the date of this Agreement. The execution, delivery and performance by each of the Company Partnership and the General Partner of this Agreementthe Transaction Documents, and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized and by the GP Board, approved by each of the Company Conflicts Committee and the GP Board and consented to by the Special Committee and, except for obtaining the Company Shareholder Approval, Sole Member and no other entity action on the part of the Company Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Company Partnership and the General Partner of this Agreement and the Transaction Documents and, except for obtaining the Requisite Partnership Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the General Partner, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or at lawsimilar Law (collectively, “Takeover Laws”) and (ii) public policyany takeover provision of the Partnership Agreement applicable to the Partnership, applicable law relating the General Partner or any of their respective Subsidiaries do not, and will not, apply to fiduciary duties this Agreement and indemnification and an implied covenant the consummation of good faith and fair dealingthe transactions contemplated by this Agreement, including the Merger. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the General Partner nor the consummation by the Company Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Requisite Partnership Approval is obtained, contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent (other than the Sole Member Consent, which has been obtained) of any Person under, the terms, conditions or provisions of the LLC Partnership Agreement, the General Partner Company Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.3(e) and (f) and Section 4.4 and the Company Shareholder Requisite Partnership Approval are obtained obtained, the amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and/or other modifications, referred to in Section 4.3(b) of the Partnership Disclosure Schedule are effective on or prior to the Closing Date, and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit to which the Company Partnership or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii)) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the Sole Member Consent and approval by the Company Board and the Special CommitteeGP Board, each of which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof Requisite Partnership Approval is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special Conflicts Committee, at a meeting duly called and held, by unanimous vote, in good faith, has, among other things, (i) determined that the transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Partnership and the Partnership Unaffiliated Unitholders, (ii) approved this Agreement, the Support Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to recommend to the GP Board the approval of this Agreement, the Support Agreement and the transactions contemplated hereby, including the Merger, and (iv) resolved, and recommended that the GP Board resolve, to direct that this Agreement be submitted to a vote of the Limited Partners and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement. Such approval by the Conflicts Committee constituted “Special Approval” (as defined in the Partnership Agreement) of this Agreement and the transactions contemplated by this Agreement under the Partnership Agreement. (e) The GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote, in good faith, has, among other things, (i) determined that the forms, terms and provisions of this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Partnership and the holders of Common Units, (ii) authorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby, including the Merger, on the terms and subject to the conditions set forth in this Agreement and (iii) directed that this Agreement be submitted to a vote of the Limited Partners and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement. (f) In accordance with Section 3.6 of the General Partner Company Agreement, the GP Board has obtained the Sole Member Consent, pursuant to which the Sole Member has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, of the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement Sole Member and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery General Partner and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that authorized the Merger is fair execution and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement Transaction Documents by the holders of Listed SharesGeneral Partner.

Authority; Noncontravention; Voting Requirements. (a) The Company Splitco has all necessary entity corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to consummate the transactions contemplated by this Agreementwhich it is a party and, subject to obtaining the Company Shareholder Splitco Stockholder Approval, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery and performance by the Company Splitco of this AgreementAgreement and each of the other Transaction Agreements to which it is a party, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by each Splitco’s Board of the Company Board Directors, and the Special Committee and, except for obtaining the Company Shareholder ApprovalSplitco Stockholder Approval for the adoption of this Agreement, each of the other Transaction Agreements to which it is a party and approval of the Transactions, no other entity corporate action on the part of the Company Splitco is necessary to authorize the execution, delivery and performance by the Company Splitco of this Agreement Agreement, each of the other Transaction Agreements to which it is a party and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has and each of the other Transaction Agreements to which it is a party have been duly executed and delivered by the Company Splitco and, assuming due authorization, execution and delivery of this Agreement hereof and thereof by the other parties heretohereto and thereto, constitutes a legal, valid and binding obligation of the CompanySplitco, enforceable against it Splitco in accordance with its and their terms; provided , except that such enforceability is subject to the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights Bankruptcy and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception. (b) Neither Except as set forth in Section 4.3(b) of the Liberty Disclosure Schedule, neither the execution and delivery of this Agreement or any of the other Transaction Agreements to which it is a party by the Company Splitco or any of its Subsidiaries nor the consummation by the Company Splitco or any of its Subsidiaries of the transactions contemplated by this AgreementTransactions, nor compliance by the Company Splitco or any of its Subsidiaries with any of the terms or provisions of this AgreementAgreement or any of the other Transaction Agreements to which it is a party, will will: (i) assuming that Company Shareholder Approval is obtained, conflict with or violate any provision of the LLC Agreement Splitco Charter Documents or any provision of the Organizational Documents of the Company’s material Subsidiaries, Splitco Subsidiary Documents; (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assetsviolate, or (y) violate, conflict with, or result in the loss a breach of any benefit underprovision of, or constitute a change of control or default (or an event whichthat, with notice the giving of notice, the passage of time or lapse of time, or bothotherwise, would constitute a default) under, result in or require any action, consent, waiver or approval of any third party or entitle any Person (with the termination giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a right of termination or cancellation default under, accelerate the performance required byor give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien upon any of the respective properties or assets of, the Company of Splitco or any of its Subsidiaries under, or under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit Splitco Material Contract to which the Company Splitco or any of its Subsidiaries is a partyparty or pursuant to which any of their respective properties or assets are bound, except for any such conflicts, violations, breaches, defaults or occurrences which would not have a significant adverse effect on the Splitco Business; (iii) assuming the approvals required under Section 4.3(b)(iv) are obtained, violate any order, writ, or by which they injunction, or any decree, or any material Law applicable to Splitco or any of its Subsidiaries, or any of their respective properties or assets may be bound assets; or (iv) require any consent, approval, authorization or affected permit of, or filing with or notification to, any Governmental Authority, except for (iiix) result in (A) the exercisability filing with the SEC of any right to purchase or acquire any material asset each of the Company Splitco Form S-4, the Holdings Form S-4 and the Liberty Proxy Statement, and other filings required under, and compliance with other applicable requirements of, the Exchange Act, and the rules of NASDAQ, (B) the filing of each of the Splitco Certificate of Merger and the DIRECTV Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (C) filings required under, and compliance with other applicable requirements of, the HSR Act and the rules and regulations promulgated thereunder, and any similar Laws of foreign jurisdictions, (D) approval of the Transactions under the Communications Act (the “Splitco FCC Approvals”) and (E) the private letter rulings to be obtained from the IRS as contemplated by this Agreement and any filings made with the IRS in connection therewith, and (y) where the failure to obtain such consents, approvals, authorizations or any of its Subsidiariespermits, except, in the case of clause (ii), for or to make such violations, conflicts, losses, defaults, terminations, cancellations, accelerations filings or Liens that have not had and notifications would not reasonably be expected to havenot, individually or in the aggregate, have a Company Splitco Material Adverse Effect. (c) Except for the approval by the Company Board and the Special Committee, which was obtained prior to the execution of this Agreement, the approval At a meeting of the Merger by Board of Directors of Splitco duly called and held, those directors of Splitco voting (and not abstaining) upon the following matters and constituting a majority of the Listed Shares then Outstanding as entire Board of Directors of Splitco unanimously (i) approved and declared advisable this Agreement (including the Splitco Merger), each of the record date for other Transaction Agreements to which it is a party and the Company Shareholder Meeting Transactions and (“Company Shareholder Approval”ii) at such Company Shareholder Meeting or any adjournment or postponement thereof is resolved to recommend that the only vote or approval sole stockholder of the holders of any class or series of Company Securities that is necessary to approve Splitco adopt this Agreement and approve the transactions contemplated by this AgreementSplitco Merger. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality affirmative vote of the relationships between sole stockholder of Splitco is the parties involved, including other transactions between only vote of the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance stockholders of Splitco necessary to adopt this Agreement and approve the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involvedTransactions, including other transactions between the parties, Splitco Merger (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares“Splitco Stockholder Approval”).

Authority; Noncontravention; Voting Requirements. (a) The Company Splitco has all necessary entity corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to consummate the transactions contemplated by this Agreementwhich it is a party and, subject to obtaining the Company Shareholder Splitco Stockholder Approval, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery and performance by the Company Splitco of this AgreementAgreement and each of the other Transaction Agreements to which it is a party, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by each Splitco's Board of the Company Board Directors, and the Special Committee and, except for obtaining the Company Shareholder ApprovalSplitco Stockholder Approval for the adoption of this Agreement, each of the other Transaction Agreements to which it is a party and approval of the Transactions, no other entity corporate action on the part of the Company Splitco is necessary to authorize the execution, delivery and performance by the Company Splitco of this Agreement Agreement, each of the other Transaction Agreements to which it is a party and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has and each of the other Transaction Agreements to which it is a party have been duly executed and delivered by the Company Splitco and, assuming due authorization, execution and delivery of this Agreement hereof and thereof by the other parties heretohereto and thereto, constitutes a legal, valid and binding obligation of the CompanySplitco, enforceable against it Splitco in accordance with its and their terms; provided , except that such enforceability is subject to the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights Bankruptcy and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception. (b) Neither Except as set forth in Section 4.3(b) of the Liberty Disclosure Schedule, neither the execution and delivery of this Agreement or any of the other Transaction Agreements to which it is a party by the Company Splitco or any of its Subsidiaries nor the consummation by the Company Splitco or any of its Subsidiaries of the transactions contemplated by this AgreementTransactions, nor compliance by the Company Splitco or any of its Subsidiaries with any of the terms or provisions of this AgreementAgreement or any of the other Transaction Agreements to which it is a party, will will: (i) assuming that Company Shareholder Approval is obtained, conflict with or violate any provision of the LLC Agreement Splitco Charter Documents or any provision of the Organizational Documents of the Company’s material Subsidiaries, Splitco Subsidiary Documents; (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assetsviolate, or (y) violate, conflict with, or result in the loss a breach of any benefit underprovision of, or constitute a change of control or default (or an event whichthat, with notice the giving of notice, the passage of time or lapse of time, or bothotherwise, would constitute a default) under, result in or require any action, consent, waiver or approval of any third party or entitle any Person (with the termination giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a right of termination or cancellation default under, accelerate the performance required byor give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien upon any of the respective properties or assets of, the Company of Splitco or any of its Subsidiaries under, or under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit Splitco Material Contract to which the Company Splitco or any of its Subsidiaries is a partyparty or pursuant to which any of their respective properties or assets are bound, except for any such conflicts, violations, breaches, defaults or occurrences which would not have a significant adverse effect on the Splitco Business; (iii) assuming the approvals required under Section 4.3(b)(iv) are obtained, violate any order, writ, or by which they injunction, or any decree, or any material Law applicable to Splitco or any of its Subsidiaries, or any of their respective properties or assets may be bound assets; or (iv) require any consent, approval, authorization or affected permit of, or filing with or notification to, any Governmental Authority, except for (iiix) result in (A) the exercisability filing with the SEC of any right to purchase or acquire any material asset each of the Company Splitco Form S-4, the Holdings Form S-4 and the Liberty Proxy Statement, and other filings required under, and compliance with other applicable requirements of, the Exchange Act, and the rules of NASDAQ, (B) the filing of each of the Splitco Certificate of Merger and the DIRECTV Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (C) filings required under, and compliance with other applicable requirements of, the HSR Act and the rules and regulations promulgated thereunder, and any similar Laws of foreign jurisdictions, (D) approval of the Transactions under the Communications Act (the "Splitco FCC Approvals") and (E) the private letter rulings to be obtained from the IRS as contemplated by this Agreement and any filings made with the IRS in connection therewith, and (y) where the failure to obtain such consents, approvals, authorizations or any of its Subsidiariespermits, except, in the case of clause (ii), for or to make such violations, conflicts, losses, defaults, terminations, cancellations, accelerations filings or Liens that have not had and notifications would not reasonably be expected to havenot, individually or in the aggregate, have a Company Splitco Material Adverse Effect. (c) Except for the approval by the Company Board and the Special Committee, which was obtained prior to the execution of this Agreement, the approval At a meeting of the Merger by Board of Directors of Splitco duly called and held, those directors of Splitco voting (and not abstaining) upon the following matters and constituting a majority of the Listed Shares then Outstanding as entire Board of Directors of Splitco unanimously (i) approved and declared advisable this Agreement (including the Splitco Merger), each of the record date for other Transaction Agreements to which it is a party and the Company Shareholder Meeting Transactions and (“Company Shareholder Approval”ii) at such Company Shareholder Meeting or any adjournment or postponement thereof is resolved to recommend that the only vote or approval sole stockholder of the holders of any class or series of Company Securities that is necessary to approve Splitco adopt this Agreement and approve the transactions contemplated by this AgreementSplitco Merger. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality affirmative vote of the relationships between sole stockholder of Splitco is the parties involved, including other transactions between only vote of the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance stockholders of Splitco necessary to adopt this Agreement and approve the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involvedTransactions, including other transactions between the parties, Splitco Merger (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares"Splitco Stockholder Approval").

Authority; Noncontravention; Voting Requirements. (a) The Company has all necessary entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, subject to obtaining Merger and the Company Shareholder Approvalother Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementMerger and the other Transactions, have been duly authorized and approved by each its Manager, which has recommended to the Company Unitholders the approval of the Merger and this Agreement as in the best interests of the Company Board and the Special Committee andCompany Unitholders, except for obtaining and by any vote, approval or consent required to be received from the Company Shareholder Unitholders or the holders of any member interests, shares of capital stock, securities or equity interests in or of the Company or any Subsidiary of the Company (the “Unitholder Approval”). The Unitholder Approval includes any vote, no consent or approval required in order (1) for the Company under the LLC Act and the Company Charter Documents and (2) for any Subsidiary of the Company under any Law under which such Subsidiary is organized and any Subsidiary Document and (3) for the Company and any Subsidiary of the Company under any agreement with any Company Unitholder or holder of any member interest, share of capital stock, security or equity interest in or of the Company or any Subsidiary to enter into and perform this Agreement, including to consummate the Merger and the other entity Transactions. The Unitholder Approval remains in full force and effect. All holders of Company Units have voted to approve this Agreement and the Merger and given any other consent or approval to this Agreement and the Merger which they are entitled to give. No other action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementMerger and the other Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws from time of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated by this AgreementTransactions, nor compliance by the Company with any of the terms or provisions of this Agreementhereof, will (i) assuming that Company Shareholder Approval is obtained, conflict with or violate any provision of the LLC Agreement Company Charter Documents or any of the Organizational Subsidiary Documents of the Company’s material Subsidiaries, or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction or Permit of any Governmental Authority or any arbitration award applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (yiii) assuming that the authorizations, consents and approvals described in Section 3.3(b) of the Company Disclosure Schedules are obtained and the filings disclosed in said Schedule are made, violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, insurance policy, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit Permit, to which the Company or any of its Subsidiaries is a party, or by which they it or any of their respective its properties or assets may be bound or affected or (iii) result in affected. Without limiting the exercisability generality of the immediately preceding sentence, the Company does not have any right unsatisfied obligation under any Contract to purchase or acquire notify any material asset Person of the Company entering into, or having intended to enter into, this Agreement before doing so or to negotiate with any of its Subsidiaries, except, in Person regarding a possible alternative to the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectTransactions. (c) Except for Each of the approval by persons identified in Section 3.3(c ) of the Company Board and the Special CommitteeDisclosure Schedules have entered into a Subscription Agreement with Parent, which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding is effective as of the record date hereof, providing for the Company Shareholder Meeting (“Company Shareholder Approval”) at purchase by it of certain Parent Shares simultaneously with the Closing and governing the terms on which such Company Shareholder Meeting or any adjournment or postponement thereof is the only vote or approval of the holders of any class or series of Company Securities that is necessary to approve this Agreement and the transactions contemplated by this Agreement. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, Parent Shares shall be held and in the best interests ofform approved by Parent (collectively, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares“Subscription Agreements”). (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership Parties has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining including the Company Shareholder ApprovalMerger. The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by each of the Company Board and the Special Committee and, except for obtaining the Company Shareholder Approval, no other entity action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company Partnership Parties of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, have been, as applicable, duly authorized by the GP Board, approved by each of the Special Committee and the GP Board and approved by the holders of a Unit Majority and consented to by DCP LLC, and no other entity action on the part of any Partnership Party is necessary under applicable Law or the Partnership Agreement to authorize the execution, delivery and performance by the Partnership Parties of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by the Company Partnership Parties and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership Parties, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity equity) (collectively, the “Enforceability Exceptions”). The actions of the Special Committee, the GP Board, and the holders of a Unit Majority in approving this Agreement and the transactions contemplated hereby are sufficient to render inapplicable to this Agreement and the transactions contemplated hereby, including the Merger, any takeover, anti-takeover, moratorium, “fair price,” “control share” or at law) and similar Law (ii) public policycollectively, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing“Takeover Laws”). (b) Neither the execution and delivery of this Agreement by the Company Partnership Parties, nor the consummation by the Company Partnership Parties of the transactions contemplated by this Agreement, including the Merger, nor compliance by the Company Partnership Parties with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder Approval is obtainedcontravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person (other than the Written Consent and the Sponsor Consent, each of which has been obtained) under, the terms, conditions or provisions of the LLC Partnership Agreement or any of the other Organizational Documents of the CompanyPartnership Parties or any of the Partnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and 4.4 are effective on or prior to the Company Shareholder Approval are obtained Closing Date and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ writ, order or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries Group Member or any of their respective properties or assets, assets or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation cancelation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company or any of its Subsidiaries Group Member under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit to which the Company any Group Member is a party or by which it or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Partnership Permit or (iii) result in the exercisability of any right to purchase or acquire any material asset or property of the Company or any of its SubsidiariesGroup Member, except, in the case of clause (ii)) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellationscancelations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the The Sponsor Consent and approval by the Company Board and the Special Committeeholders of a Unit Majority, each of which was obtained prior to or contemporaneously with the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is are the only vote votes or approval approvals of the holders of any class or series of Company Partnership Securities that is are necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement under applicable Law and the Partnership Agreement. (d) The Special Committee, at a meeting duly called and heldby unanimous vote, has in good faith, has, among other things, (i) determined that this Agreement and the Merger is fairtransactions contemplated by this Agreement, taking into account including the totality Merger, are in the best interests of the relationships between Partnership and the parties involved, including other transactions between the partiesPartnership Unaffiliated Unitholders, (ii) determined that approved this Agreement and the Merger is fair and reasonable totransactions contemplated by this Agreement, and in including the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersMerger, (iii) approved resolved to recommend to the GP Board the approval of this Agreement, Agreement and the execution, delivery and performance of this Agreement and the Mergertransactions contemplated by this Agreement, including the Merger and (iv) resolved, and recommended that the Company GP Board approve this Agreementresolve, the execution, delivery and performance of to direct that this Agreement and the Merger, submit this Agreement be submitted to a vote of the holders of Listed Shares and recommend Common Units. Such approval of this Agreement by the holders Special Committee described in clause (ii) constituted “Special Approval” (as defined in the Partnership Agreement) for all purposes of Listed Shares the Partnership Agreement (including Section 7.9(a) thereof), the DCP GP LLC Company Agreement (including Section 6.09(a) thereof) and the GP Partnership Agreement (vincluding Section 7.9(a) resolved to recommend approval of this Agreement by the holders of Listed Sharesthereof). (e) The Company GP Board (acting acting, in part, based upon the receipt of such approval and recommendation of the Special Committee and with the directors affiliated with Parent abstainingCommittee), at a meeting duly called and heldby unanimous vote, has in good faith, has, among other things, (i) determined that this Agreement and the Merger is fairtransactions contemplated by this Agreement, taking into account including the totality Merger, are in the best interests of the relationships between Partnership and the parties involved, including other transactions between the partiesPartnership Unaffiliated Unitholders, (ii) determined that authorized and approved the Merger is fair execution and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (iviii) resolved to submit directed that the approval of this Agreement and the approval of the Merger be submitted to a vote of the holders of Listed Shares Common Units pursuant to Section 14.3 of the Partnership Agreement and recommend approval of this Agreement by (iv) authorized the holders of Listed SharesCommon Units to act by written consent pursuant to Section 13.11 of the Partnership Agreement.

Authority; Noncontravention; Voting Requirements. (a) The Company DIRECTV has all necessary entity corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to consummate the transactions contemplated by this Agreementwhich it is a party and, subject to obtaining the Company Shareholder DIRECTV Stockholder Approval, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery and performance by the Company DIRECTV of this AgreementAgreement and each of the other Transaction Agreements to which it is a party, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by each DIRECTV’s Board of the Company Board Directors and the Special Committee andof DIRECTV’s Board of Directors, and except for obtaining the Company Shareholder ApprovalDIRECTV Stockholder Approval for the adoption of this Agreement, including the DIRECTV Merger, no other entity corporate action on the part of the Company DIRECTV is necessary to authorize the execution, delivery and performance by the Company DIRECTV of this Agreement Agreement, each of the other Transaction Agreements to which it is a party and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has and each of the other Transaction Agreements to which it is a party have been duly executed and delivered by the Company DIRECTV and, assuming due authorization, execution and delivery of this Agreement hereof and thereof by the other parties heretohereto and thereto, constitutes a legal, valid and binding obligation of the CompanyDIRECTV, enforceable against it DIRECTV in accordance with its and their terms; provided , except that such enforceability is subject to the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights Bankruptcy and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception. (b) Neither Except as set forth in Section 5.3(b) of the DIRECTV Disclosure Schedule, neither the execution and delivery of this Agreement or any of the other Transaction Agreements to which it is a party by the Company DIRECTV nor the consummation by the Company DIRECTV of the transactions contemplated by this AgreementTransactions, nor compliance by the Company DIRECTV with any of the terms or provisions of this AgreementAgreement or any of the other Transaction Agreements to which it is a party, will will: (i) assuming that Company Shareholder Approval is obtained, conflict with or violate any provision of the LLC Agreement DIRECTV Charter Documents or any provision of the Organizational Documents of the Company’s material Subsidiaries, DIRECTV Subsidiary Documents; (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assetsviolate, or (y) violate, conflict with, or result in the loss a breach of any benefit underprovision of, or constitute a change of control or default (or an event whichthat, with notice the giving of notice, the passage of time or lapse of time, or bothotherwise, would constitute a default) under, result in or require any action, consent, waiver or approval of any third party or entitle any Person (with the termination giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a right of termination or cancellation default under, accelerate the performance required byor give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien upon any of the respective properties or assets of, the Company of DIRECTV or any of its Subsidiaries under, or under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit material Contract to which the Company DIRECTV or any of its Subsidiaries is a partyparty or pursuant to which any of their respective properties or assets are bound, except for any such conflicts, violations, breaches, defaults or occurrences which would not, individually or in the aggregate, have a DIRECTV Material Adverse Effect; (iii) assuming the approvals required under Section 5.3(b)(iv) are obtained, violate any order, writ, or by which they injunction, or any decree, or any material Law applicable to DIRECTV or any of its Subsidiaries, or any of their respective properties or assets may be bound assets; or (iv) require any consent, approval, authorization or affected permit of, or filing with or notification to, any Governmental Authority, except for (iiix) result in (A) the exercisability filing with the SEC of any right to purchase or acquire any material asset each of the Company Splitco Form S-4, the Holdings Form S-4 and a proxy statement relating to the DIRECTV Stockholders Meeting (as amended or any of its Subsidiariessupplemented from time to time, except, in the case of clause (ii“DIRECTV Proxy Statement”), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except for the approval by the Company Board and the Special Committee, which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is the only vote or approval of the holders of any class or series of Company Securities that is necessary to approve this Agreement and the transactions contemplated by this Agreement. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable tofilings required under, and in the best interests compliance with other applicable requirements of, the Company, after determining that the Merger is fair and reasonable toExchange Act, and in the best interests rules of NASDAQ, (B) the filing of the DIRECTV Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (C) filings required under, and compliance with other applicable requirements of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement HSR Act and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery rules and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable toregulations promulgated thereunder, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance any similar Laws of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.foreign jurisdictions and

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining including the Company Shareholder ApprovalMerger. The execution, delivery and performance by each of the Company Partnership and the General Partner of this Agreement, and the consummation of the transactions contemplated by this Agreement, including the Merger, have been been, as applicable, duly authorized and by the GP Board, approved by each of the Company Board Conflicts Committee and the Special Committee andGP Board, except for obtaining approved by the Company Shareholder Approvalholders of a Unit Majority and consented to by the Sole Member, and no other entity action on the part of the Company Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Company Partnership and the General Partner of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by the Company Partnership and the General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the General Partner, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken or at lawwill take all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and (ii) public policyany takeover provision of the Partnership Agreement applicable to the Partnership, applicable law relating the General Partner or any of their respective Subsidiaries do not, and will not, apply to fiduciary duties this Agreement and indemnification and an implied covenant the consummation of good faith and fair dealingthe transactions contemplated by this Agreement, including the Merger. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the General Partner nor the consummation by the Company Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder Approval is obtainedcontravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person (other than the Written Consent and the Sole Member Consent, each of which has been obtained) under, the terms, conditions or provisions of the LLC Partnership Agreement, the General Partner Company Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.3(d) and (e) and Section 4.4 are obtained, received or made, the Company Shareholder Approval amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and other modifications referred to in Section 4.3(b) of the Partnership Disclosure Schedule are obtained effective on or prior to the Closing Date, and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit to which the Company Partnership or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii)) or clause (iii) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations accelerations, Liens or Liens rights that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the The approval by the Company Board General Partner and approval by the Special Committeeholders of a Unit Majority, each of which was obtained prior to or concurrently with the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is are the only vote votes or approval approvals of the holders of any class or series of Company Securities Partnership Interests that is are necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger. (d) The Conflicts Committee, by unanimous vote, has, among other things, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Partnership, including the Partnership Unaffiliated Unitholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting “Special Approval” for all purposes of the Partnership Agreement, including Section 7.10(a) thereof), (iii) recommended that the GP Board approve this Agreement and the transactions contemplated hereby, including the Merger, on the terms and subject to the conditions set forth in this Agreement, and (iv) recommended that the GP Board (1) direct that this Agreement and the transactions contemplated hereby, including the Merger, be submitted to a vote of the Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement and (2) authorize the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement. (e) Following receipt of the recommendation of the Conflicts Committee, at a meeting duly called and held, has the GP Board, by unanimous vote, has, among other things, (ia) determined that this Agreement and the Merger is fair, taking into account the totality of the relationships between the parties involvedtransactions contemplated hereby, including other transactions between the partiesMerger, are (ii1) determined that the Merger is fair and reasonable to, to the Partnership Unaffiliated Unitholders and (2) in the best interests ofof the Partnership, including the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersPartnership Unaffiliated Unitholders, (iiib) approved this AgreementAgreement and the transactions contemplated hereby, including the Merger, (c) approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger, and (ivd) recommended directed that this Agreement and the Company Board approve this transactions contemplated hereby, including the Merger, be submitted to a vote of the Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement, recommended approval of this Agreement and the transactions contemplated hereby, including the Merger, by the Limited Partners and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement. (f) Pursuant to the General Partner Company Agreement, the Sole Member has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Sole Member and the General Partner and declared it advisable for the General Partner to enter into this Agreement and (ii) authorized and approved the execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby, including the Merger, submit this Agreement on the terms and subject to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and conditions set forth in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed SharesGeneral Partner.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the P66 Parties has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining including the Company Shareholder ApprovalMerger. The execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by each of the Company Board and the Special Committee and, except for obtaining the Company Shareholder Approval, no other entity action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company P66 Party of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger, have been duly authorized and approved by the Parent Board, the board of directors of PDI, and all other necessary corporate or limited liability company action on the part of the P66 Parties and no other entity action on the part of any P66 Party is necessary under applicable Law or the Organizational Documents of the P66 Parties to authorize the execution, delivery and performance by the P66 Parties of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by the Company each P66 Party and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Companysuch P66 Party, enforceable against it such P66 Party in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement by the Company P66 Parties, nor the consummation by the Company P66 Parties of the transactions contemplated by this Agreement, including the Merger, nor compliance by the Company P66 Parties with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder Approval is obtainedcontravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the LLC Agreement Parent Organizational Documents or any of the Organizational Documents of the Company’s material Subsidiariesany other P66 Party, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and 5.4 are effective on or prior to the Company Shareholder Approval are obtained Closing Date, and the filings referred to in Section 3.4 5.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries P66 Party or any of their respective properties or assets, assets or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation cancelation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company or any of its Subsidiaries P66 Party under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit Contract to which the Company or any of its Subsidiaries P66 Party is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its SubsidiariesP66 Party, except, in the case of clause (ii)) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellationscancelations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. (c) Except for P66 has caused the approval by the Company Board Sponsor Consent to be duly executed and the Special Committee, which was obtained prior delivered to the execution of this AgreementGP Board, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is the only vote or approval of the holders of any class or series of Company Securities that is necessary pursuant to approve this Agreement which DCP LLC has authorized and the transactions contemplated by this Agreement. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that consummation of the Company Board approve transactions contemplated by this Agreement, the execution, delivery and performance of this Agreement and including the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable toPartnership Parties, and in the best interests of, the Company, after determining that the Merger is fair and reasonable tosuch Sponsor Consent has not been revoked or superseded, and it remains in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery full force and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shareseffect.

Authority; Noncontravention; Voting Requirements. (a) The Company DIRECTV has all necessary entity corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to consummate the transactions contemplated by this Agreementwhich it is a party and, subject to obtaining the Company Shareholder DIRECTV Stockholder Approval, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery and performance by the Company DIRECTV of this AgreementAgreement and each of the other Transaction Agreements to which it is a party, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by each DIRECTV's Board of the Company Board Directors and the Special Committee andof DIRECTV's Board of Directors, and except for obtaining the Company Shareholder ApprovalDIRECTV Stockholder Approval for the adoption of this Agreement, including the DIRECTV Merger, no other entity corporate action on the part of the Company DIRECTV is necessary to authorize the execution, delivery and performance by the Company DIRECTV of this Agreement Agreement, each of the other Transaction Agreements to which it is a party and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has and each of the other Transaction Agreements to which it is a party have been duly executed and delivered by the Company DIRECTV and, assuming due authorization, execution and delivery of this Agreement hereof and thereof by the other parties heretohereto and thereto, constitutes a legal, valid and binding obligation of the CompanyDIRECTV, enforceable against it DIRECTV in accordance with its and their terms; provided , except that such enforceability is subject to the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights Bankruptcy and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception. (b) Neither Except as set forth in Section 5.3(b) of the DIRECTV Disclosure Schedule, neither the execution and delivery of this Agreement or any of the other Transaction Agreements to which it is a party by the Company DIRECTV nor the consummation by the Company DIRECTV of the transactions contemplated by this AgreementTransactions, nor compliance by the Company DIRECTV with any of the terms or provisions of this AgreementAgreement or any of the other Transaction Agreements to which it is a party, will will: (i) assuming that Company Shareholder Approval is obtained, conflict with or violate any provision of the LLC Agreement DIRECTV Charter Documents or any provision of the Organizational Documents of the Company’s material Subsidiaries, DIRECTV Subsidiary Documents; (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Shareholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assetsviolate, or (y) violate, conflict with, or result in the loss a breach of any benefit underprovision of, or constitute a change of control or default (or an event whichthat, with notice the giving of notice, the passage of time or lapse of time, or bothotherwise, would constitute a default) under, result in or require any action, consent, waiver or approval of any third party or entitle any Person (with the termination giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a right of termination or cancellation default under, accelerate the performance required byor give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien upon any of the respective properties or assets of, the Company of DIRECTV or any of its Subsidiaries under, or under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit material Contract to which the Company DIRECTV or any of its Subsidiaries is a partyparty or pursuant to which any of their respective properties or assets are bound, except for any such conflicts, violations, breaches, defaults or occurrences which would not, individually or in the aggregate, have a DIRECTV Material Adverse Effect; (iii) assuming the approvals required under Section 5.3(b)(iv) are obtained, violate any order, writ, or by which they injunction, or any decree, or any material Law applicable to DIRECTV or any of its Subsidiaries, or any of their respective properties or assets may be bound assets; or (iv) require any consent, approval, authorization or affected permit of, or filing with or notification to, any Governmental Authority, except for (iiix) result in (A) the exercisability filing with the SEC of any right to purchase or acquire any material asset each of the Company Splitco Form S-4, the Holdings Form S-4 and a proxy statement relating to the DIRECTV Stockholders Meeting (as amended or any of its Subsidiariessupplemented from time to time, except, in the case of clause (ii"DIRECTV Proxy Statement"), for and other filings required under, and compliance with other applicable requirements of, the Exchange Act, and the rules of NASDAQ, (B) the filing of the DIRECTV Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (C) filings required under, and compliance with other applicable requirements of, the HSR Act and the rules and regulations promulgated thereunder, and any similar Laws of foreign jurisdictions and (D) approval of the Transactions under the Communications Act (the "DIRECTV FCC Approvals" and collectively with the Liberty FCC Approvals and the Splitco FCC Approvals, the "Requisite FCC Approvals") and (y) where the failure to obtain such violationsconsents, conflictsapprovals, lossesauthorizations or permits, defaults, terminations, cancellations, accelerations or Liens that have not had and to make such filings or notifications would not reasonably be expected to havenot, individually or in the aggregate, have a Company DIRECTV Material Adverse Effect. (c) Except for the approval by the Company Board and the Special Committee, which was obtained prior to the execution of this Agreement, the approval At a meeting of the Merger by Board of Directors of DIRECTV duly called and held, those directors of DIRECTV voting upon the following matters and constituting a majority of the Listed Shares then Outstanding as entire Board of Directors of DIRECTV unanimously (i) approved and declared advisable this Agreement, including the DIRECTV Merger, each of the other Transaction Agreements to which DIRECTV is a party and the Transactions, and (ii) resolved to recommend that the stockholders of DIRECTV adopt this Agreement (subject to Section 6.5). (d) The affirmative vote (in person or by proxy) of the holders of record of a majority of the shares of DIRECTV Common Stock outstanding on the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder DIRECTV Stockholders Meeting or any adjournment or postponement thereof in favor of the adoption of this Agreement is the only vote or approval of the holders of any class or series of Company Securities capital stock of DIRECTV which is legally required to adopt this Agreement; provided, however, that in addition to the foregoing, DIRECTV shall require the affirmative vote (in person or by proxy), voting together as a separate class at the DIRECTV Stockholders Meeting or any adjournment or postponement thereof, of the holders of record of a majority of the shares of DIRECTV Common Stock outstanding on the record date for the DIRECTV Stockholders Meeting, excluding (i) the holders of the Liberty DIRECTV Shares and (ii) any shares of DIRECTV Common Stock that are Beneficially Owned by a director or officer of Liberty, Xx. Xxxxxx or any Affiliate of Xx. Xxxxxx, to adopt this Agreement (collectively, the "DIRECTV Stockholder Approval"). (e) Each of Holdings, Merger Sub One and Merger Sub Two has all necessary corporate power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is a party and, subject to obtaining the consent of their respective sole stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by each of Holdings, Merger Sub One and Merger Sub Two of this Agreement and each of the other Transaction Agreements to which it is a party, and the consummation by each of Holdings, Merger Sub One and Merger Sub Two of the Transactions, have been duly authorized and approved by their respective Boards of Directors, and except for obtaining the consent of their respective sole stockholders for the adoption of this Agreement and each of the other Transaction Agreements to which it is a party, no other corporate action on the part of Holdings, Merger Sub One or Merger Sub Two is necessary to approve this Agreement and the transactions contemplated by this Agreement. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, authorize the execution, delivery and performance by Holdings, Merger Sub One and Merger Sub Two of this Agreement and each of the Mergerother Transaction Agreements to which it is a party, (iv) recommended that and the Company Board approve this Agreementconsummation by each of Holdings, Merger Sub One and Merger Sub Two of the execution, delivery and performance of this Transactions. This Agreement and the Merger, submit this Agreement to a vote each of the holders other Transaction Agreements to which it is a party has been duly executed and delivered by each of Listed Shares Holdings, Merger Sub One and recommend approval of this Agreement Merger Sub Two and, assuming due authorization, execution and delivery hereof and thereof by the holders other parties hereto and thereto, constitutes a legal, valid and binding obligation of Listed Shares each of Holdings, Merger Sub One and (v) resolved Merger Sub Two, enforceable against each of Holdings, Merger Sub One and Merger Sub Two in accordance with their terms, except that such enforceability is subject to recommend approval of this Agreement by the holders of Listed SharesBankruptcy and Equity Exception. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of Partnership and Partnership GP has all necessary entity power and authority to execute and deliver this Agreement and and, subject to obtaining the Partnership Unitholder Approval in the case of Partnership, to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder Approval. The execution, delivery and performance by the Company each of Partnership and Partnership GP of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by the GP Board and unanimously approved by each of the Company GP Conflicts Committee and the GP Board and the Special Committee and, except for obtaining the Company Shareholder Approval, no other entity action on the part of the Company Partnership and Partnership GP is necessary to authorize the execution, delivery and performance by the Company Partnership and Partnership GP of this Agreement and and, except for obtaining the Partnership Unitholder Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and Partnership GP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Companyeach of Partnership and Partnership GP, enforceable against it each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity or at lawequity) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingdealing (collectively, “Enforceability Exceptions”). (b) Neither the execution and delivery of this Agreement by the Company Partnership or Partnership GP nor the consummation by the Company Partnership and Partnership GP of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and Partnership GP with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Partnership Unitholder Approval is obtained, contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the LLC Partnership Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.4 and the Company Shareholder Partnership Unitholder Approval are is obtained and the filings referred to in Section 3.4 4.4 are made, (x) contravene, violate or conflict with any applicable Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit necessary for Partnership and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted, to which the Company Partnership or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) The GP Conflicts Committee, at a meeting duly called and held, has in good faith, unanimously resolved (i) that this Agreement and the Support Agreement and transactions contemplated hereby and thereby, including the Merger, on the terms and conditions set forth herein and therein, are fair and reasonable to, and in the best interests of, the Partnership Unaffiliated Unitholders and, assuming approval by Parent of the Merger, Partnership, (ii) to approve this Agreement and the Support Agreement and the transactions contemplated hereby and thereby, including the Merger, upon the terms and conditions set forth in this Agreement and the Support Agreement (the foregoing constituting Special Approval (as defined in the Partnership Agreement)), (iii) to recommend that the GP Board approve (x) this Agreement and the Support Agreement and the transactions contemplated hereby and thereby, including the Merger, upon the terms and conditions set forth herein and therein, and (y) the execution, delivery and performance of this Agreement and the Support Agreement and the transactions contemplated hereby and thereby, and (iv) to recommend to the GP Board that the GP Board (x) resolve to direct that this Agreement be submitted to a vote of the Common Unitholders, and (y) recommend approval of the transactions contemplated by this Agreement, including the Merger, by the Common Unitholders. (d) The GP Board, acting upon the approval and recommendation of the GP Conflicts Committee, unanimously (i) approved this Agreement and the Support Agreement and the transactions contemplated hereby and thereby, including the Merger, and the execution, delivery and performance of this Agreement and the Support Agreement, (ii) approved the submission of this Agreement and the transactions contemplated hereby, including the Merger, to a vote of the Common Unitholders, and (iii) determined to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger, by the Common Unitholders. (e) Except for the approval above-described approvals by the Company Board GP Conflicts Committee and the Special CommitteeGP Board, which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof Partnership Unitholder Approval is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special Committee, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject only to obtaining approval of this Agreement by the Company Shareholder affirmative vote or consent of the holders of a Unit Majority (the “Requisite Partnership Approval”). The Requisite Partnership Approval is the only approval of the holders of units representing limited partner interests of the Partnership that is necessary under applicable Law and the Partnership Agreement to adopt, approve and authorize this Agreement that has not been obtained as of the date of this Agreement. The execution, delivery and performance by each of the Company Partnership and the General Partner of this Agreementthe Transaction Documents, and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized and by the GP Board, approved by each of the Company Conflicts Committee and the GP Board and consented to by the Special Committee and, except for obtaining the Company Shareholder Approval, Sole Member and no other entity action on the part of the Company Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Company Partnership and the General Partner of this Agreement and the Transaction Documents and, except for obtaining the Requisite Partnership Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the General Partner, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or at lawsimilar Law (collectively, “Takeover Laws”) and (ii) public policyany takeover provision of the Partnership Agreement applicable to the Partnership, applicable law relating the General Partner or any of their respective Subsidiaries do not, and will not, apply to fiduciary duties this Agreement and indemnification and an implied covenant the consummation of good faith and fair dealingthe transactions contemplated by this Agreement, including the Merger. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the General Partner nor the consummation by the Company Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Requisite Partnership Approval is obtained, conflict with or violate any provision of the LLC Agreement or any of the Organizational Documents of the Company’s material Subsidiaries, (ii) assuming that and the authorizations, consents and approvals referred to in Section 3.4 4.3(e) and (f) are obtained, contravene, conflict with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the Partnership Agreement, the General Partner Company Agreement or any of the Organizational Documents of the Partnership’s material Subsidiaries, (ii) assuming the authorizations, consents and approvals referred to in Section 4.3(e) and (f) and Section 4.4 and the Company Shareholder Requisite Partnership Approval are obtained obtained, the amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and/or other modifications, referred to in Section 4.3(b) of the Partnership Disclosure Schedule are effective on or prior to the Closing Date, and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit to which the Company Partnership or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii)) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the Sole Member Consent and approval by the Company Board and the Special CommitteeGP Board, each of which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof Requisite Partnership Approval is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special Conflicts Committee, at by unanimous vote, in good faith, has, among other things, (i) determined that the Merger, including this Agreement and the transactions contemplated hereby, are in the best interests of the Partnership and the Partnership Unaffiliated Unitholders, (ii) approved the Merger, including this Agreement and the transactions contemplated hereby (the foregoing constituting “Special Approval” as defined in the Partnership Agreement), (iii) resolved to recommend to the GP Board the approval of the Merger, including this Agreement and the transactions contemplated hereby, and (iv) resolved to recommend to the GP Board that the GP Board recommend the approval of the Merger, including this Agreement and the transactions contemplated hereby, to the Limited Partners. (e) The GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote, in good faith, has, among other things, (i) determined that the forms, terms and provisions of this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Partnership and the holders of Common Units, (ii) authorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby, including the Merger, on the terms and subject to the conditions set forth in this Agreement and (iii) directed that the adoption of this Agreement and the approval of the Merger be submitted to a meeting duly called vote of the Limited Partners and heldauthorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement. (f) Pursuant to Section 7.4(b)(v) of the General Partner Company Agreement and in accordance with Section 3.6 of the General Partner Company Agreement, the GP Board has obtained the Sole Member Consent, pursuant to which the Sole Member has (i) determined that this Agreement and the Merger is fair, taking into account the totality of the relationships between the parties involvedtransactions contemplated hereby, including other transactions between the partiesMerger, (ii) determined that the Merger is fair and reasonable to, and are in the best interests of, of the Company, after determining that Sole Member and the Merger is fair General Partner and reasonable to, and in the best interests of, the Public Shareholders, (iiiii) approved this Agreement, the execution, delivery and performance of this Agreement the Transaction Documents and the transactions contemplated hereby, including the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed SharesGeneral Partner. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the Partnership GP has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder ApprovalPartnership Unitholder Approval in the case of the Partnership. The execution, delivery and performance by each of the Company Partnership and the Partnership GP of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by each of the Company GP Board and the Special Committee Members and, except for obtaining the Company Shareholder Partnership Unitholder Approval and GP Board Approval, no other entity action on the part of the Company Partnership and the Partnership GP is necessary to authorize the execution, delivery and performance by the Company Partnership and the Partnership GP of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the Partnership GP and, assuming due authorization, execution and delivery of this Agreement by the other parties Parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the Partnership GP, enforceable against it them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the Partnership GP nor the consummation by the Company Partnership and the Partnership GP of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the Partnership GP with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Partnership Unitholder Approval and GP Board Approval is obtained, conflict with or violate any provision of the LLC Partnership Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.04, the Partnership Unitholder Approval and the Company Shareholder GP Board Approval are obtained and the filings referred to in Section 3.4 4.04 are made, (x) violate any applicable Law, judgment, writ or injunction of any Governmental Authority Entity applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreementContract, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit to which the Company Partnership or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the The GP Board approval by the Company Board and the Special Committee, which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof is Partnership Unitholder Approval are the only vote votes or approval approvals of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special CommitteeGP Board, at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that Partnership and the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersUnitholders, (iiiii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve this Agreement, the execution, delivery and performance of transactions contemplated by this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares Unitholders and recommend approval of this Agreement by the holders of Listed SharesUnitholders.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and and, subject to obtaining the Partnership Equityholder Approval in the case of the Partnership, to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder Approval. The execution, delivery and performance by each of the Company Partnership and the General Partner of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized and by the GP Board, approved by each of the Company Conflicts Committee and the GP Board and consented to by the Special Committee and, except for obtaining the Company Shareholder Approval, Sole Member and no other entity action on the part of the Company Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the Company Partnership and the General Partner of this Agreement and and, except for obtaining the Partnership Equityholder Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the General Partner, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or at lawsimilar Law (collectively, “Takeover Laws”) and (ii) public policyany takeover provision of the Partnership Agreement applicable to the Partnership, applicable law relating the General Partner or any of their respective Subsidiaries do not, and will not, apply to fiduciary duties this Agreement and indemnification and an implied covenant the consummation of good faith and fair dealingthe transactions contemplated by this Agreement, including the Merger. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the General Partner nor the consummation by the Company Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Partnership Equityholder Approval is obtained, contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent (other than the Sole Member Consent, which has been obtained) of any Person under, the terms, conditions or provisions of the LLC Partnership Agreement, the General Partner Company Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.3(e) and (f) and Section 4.4 and the Company Shareholder Partnership Equityholder Approval are obtained obtained, the amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and/or other modifications, referred to in Section 4.3(b)(i) of the Partnership Disclosure Schedule are effective on or prior to the Closing Date, and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit to which the Company Partnership or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii)i) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the Sole Member Consent and approval by the Company Board and the Special CommitteeGP Board, each of which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof Partnership Equityholder Approval is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special Conflicts Committee, at a meeting duly called and held, has by unanimous vote, in good faith, has, among other things, (i) determined that this Agreement and the Merger is fairtransactions contemplated hereby, taking into account including the totality Merger, are in the best interests of the relationships between Partnership and its Subsidiaries and the parties involved, including other transactions between the partiesPartnership Unaffiliated Unitholders, (ii) determined that approved this Agreement and the Merger is fair and reasonable totransactions contemplated hereby, and in including the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersMerger, (iii) approved resolved to recommend to the GP Board the approval of this Agreement, Agreement and the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger, and (iv) resolved, and recommended that the Company GP Board approve this Agreementresolve, the execution, delivery and performance to recommend approval of this Agreement and the Merger by the Limited Partners. Such approval by the Conflicts Committee constituted “Special Approval” (as defined in the Partnership Agreement) of this Agreement and the transactions contemplated by this Agreement under the Partnership Agreement. (e) The GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote, in good faith, has, among other things, (i) determined that the forms, terms and provisions of this Agreement and the transactions contemplated hereby, including the Merger, submit are in the best interests of the Partnership and its Subsidiaries and the holders of Common Units, (ii) authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (iii) authorized the submittal of a proposal to approve the adoption of this Agreement and the Merger to a vote of the holders of Listed Shares and recommend approval of this Agreement by Limited Partners at the holders of Listed Shares Partnership Equityholder Meeting and (viv) resolved to recommend approval of the adoption of this Agreement and the Merger by the holders of Listed SharesLimited Partners at the Partnership Equityholder Meeting. (ef) The Company Board (acting based upon the recommendation In accordance with Section 5.13 of the Special Committee and with General Partner Company Agreement, the directors affiliated with Parent abstaining)GP Board has obtained the Sole Member Consent, at a meeting duly called and held, pursuant to which the Sole Member has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, of the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement Sole Member and the Merger, General Partner and (ivii) resolved to submit this Agreement to a vote of authorized the holders of Listed Shares execution and recommend approval delivery of this Agreement by the holders of Listed SharesGeneral Partner.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject only to obtaining approval of this Agreement by the Company Shareholder affirmative vote or consent of the holders of a Unit Majority (the “Requisite Partnership Approval”). The execution, delivery and performance by each of the Company Partnership and the General Partner of this Agreementthe Transaction Documents, and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized by the Conflicts Committee and approved consented to by each of the Company Board Sole Member and the Special Committee and, except for obtaining the Company Shareholder Approval, no other entity action on the part of the Company Partnership or the General Partner is necessary to authorize the execution, delivery and performance by the Company Partnership and the General Partner of this Agreement and the Transaction Documents and, except for obtaining the Requisite Partnership Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the General Partner, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity equity) (collectively, the “Enforceability Exceptions”). The Conflicts Committee has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or at lawsimilar Law (collectively, “Takeover Laws”) and (ii) public policyany takeover provision of the Partnership Agreement applicable to the Partnership, applicable law relating the General Partner or any of their respective Subsidiaries do not, and will not, apply to fiduciary duties this Agreement and indemnification and an implied covenant the consummation of good faith and fair dealingthe transactions contemplated by this Agreement, including the Merger. (b) Neither the execution and delivery of this Agreement by the Company Partnership or the General Partner nor the consummation by the Company Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Requisite Partnership Approval is obtained, contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person (other than the Sole Member Consent, which has been obtained) under, the terms, conditions or provisions of the LLC Partnership Agreement, the General Partner Company Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the Requisite Partnership Approval is obtained and the authorizations, consents and approvals referred to in Section 3.4 4.3(d) and (e) and Section 4.4, the Company Shareholder Approval amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and other modifications, referred to in Section 4.3(b) of the Partnership Disclosure Schedule are obtained effective on or prior to the Closing Date, and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Partnership Permit to which the Company Partnership or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii)) or clause (iii) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the approval by the Company Board and the Special Committee, which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof The Requisite Partnership Approval is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special Conflicts Committee, at a meeting duly called and heldby unanimous vote, has in good faith, has, among other things, (i) determined that the Merger is fairTransaction Documents and the transactions contemplated thereby, taking into account including the totality Merger, are not opposed to the interest of the relationships between Partnership or the parties involved, including other transactions between the partiesPartnership Unaffiliated Unitholders, (ii) determined that approved the Transaction Documents and the transactions contemplated thereby, including the Merger is fair and reasonable to, and (the foregoing constituting “Special Approval” as defined in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public ShareholdersPartnership Agreement), (iii) approved this Agreementapproved, on behalf of the GP Board, the Transaction Documents, the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger, and (iv) directed, on behalf of the GP Board, that this Agreement and the transactions contemplated hereby, including the Merger, be submitted to a vote of the Limited Partners pursuant to Section 14.3 of the Partnership Agreement and authorized the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement. (ive) recommended Pursuant to Section 5.6(b) of the General Partner Company Agreement, the Sole Member has (i) determined that the Company Board approve this AgreementTransaction Documents and the transactions contemplated thereby, including the Merger, are in the best interests of the Sole Member and the General Partner and (ii) approved the execution, delivery and performance of this Agreement the Transaction Documents and the transactions contemplated hereby, including the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed SharesGeneral Partner. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iv) resolved to submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares.

Authority; Noncontravention; Voting Requirements. (a) The Company Each of the Partnership and the General Partner has all necessary entity power and authority to execute and deliver this Agreement and and, subject to obtaining the Partnership Unitholder Approval in the case of the Partnership, to consummate the transactions contemplated by this Agreement, subject to obtaining the Company Shareholder Approval. The execution, delivery and performance by each of the Company Partnership and the General Partner of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized by the GP Board and approved by each of the Company Audit Committee and the GP Board and the Special Committee and, except for obtaining the Company Shareholder Approval, no other entity action on the part of the Company Partnership and the General Partner is necessary to authorize the execution, delivery and performance by the Company Partnership and the General Partner of this Agreement and and, except for obtaining the Partnership Unitholder Approval, the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company Partnership and the General Partner and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPartnership and the General Partner, enforceable against it them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding Proceeding at law or in equity or at lawequity) and (ii) public policycollectively, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe “Enforceability Exceptions”). (b) Neither the execution and delivery of this Agreement by the Company Partnership or the General Partner nor the consummation by the Company Partnership and the General Partner of the transactions contemplated by this Agreement, nor compliance by the Company Partnership and the General Partner with any of the terms or provisions of this Agreement, will (i) assuming that Company Shareholder the Partnership Unitholder Approval is obtained, contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the LLC Partnership Agreement or any of the Organizational Documents of the CompanyPartnership’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 4.4 and the Company Shareholder Partnership Unitholder Approval are obtained and the filings referred to in Section 3.4 4.4 are made, (xA) contravene, violate or conflict with any applicable Law, judgment, writ or injunction of any Governmental Authority applicable to the Company Partnership or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company Partnership or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit Partnership Permit, to which the Company Partnership or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiaries, except, in the case of clause (ii)) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. (c) Except for the approval by the Company Board and the Special CommitteeGP Board, which was obtained prior to the execution of this Agreement, the approval of the Merger by a majority of the Listed Shares then Outstanding as of the record date for the Company Shareholder Meeting (“Company Shareholder Approval”) at such Company Shareholder Meeting or any adjournment or postponement thereof Partnership Unitholder Approval is the only vote or approval of the holders of any class or series of Company Securities Partnership Interests (excluding the General Partner Interest) that is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement. (d) The Special Audit Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Merger is fair, taking into account the totality of the relationships between the parties involvedtransactions contemplated hereby, including other transactions between the partiesMerger, (ii) determined that the Merger is are fair and reasonable to, and in the best interests of, the CompanyPartnership and the Partnership Unaffiliated Unitholders, after determining (ii) approved, and recommended that the Merger is GP Board approve, this Agreement, the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, including the Merger, and recommended that the GP Board submit this Agreement to a vote of the Limited Partners and (iii) resolved, and recommended that the GP Board resolve, to recommend approval of this Agreement by the Limited Partners. Such approval by the Audit Committee constituted “Special Approval” (as defined in the Partnership Agreement) of this Agreement and the transactions contemplated by this Agreement under the Partnership Agreement. (e) The GP Board (acting based upon the recommendation of the Audit Committee), at a meeting duly called and held, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair and reasonable to, and in the best interests of, the Public ShareholdersPartnership and the Partnership Unaffiliated Unitholders, (iiiii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, (iv) recommended that the Company Board approve transactions contemplated by this Agreement, the execution, delivery and performance of this Agreement and the Merger, submit this Agreement to a vote of the holders of Listed Shares and recommend approval of this Agreement by the holders of Listed Shares and (v) resolved to recommend approval of this Agreement by the holders of Listed Shares. (e) The Company Board (acting based upon the recommendation of the Special Committee and with the directors affiliated with Parent abstaining), at a meeting duly called and held, has (i) determined that the Merger is fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, (ii) determined that the Merger is fair and reasonable to, and in the best interests of, the Company, after determining that the Merger is fair and reasonable to, and in the best interests of, the Public Shareholders, (iii) approved this Agreement, the execution, delivery and performance of this Agreement and the Merger, and (iviii) resolved to submit this Agreement to a vote of the holders of Listed Shares Limited Partners and recommend approval of this Agreement by the holders of Listed SharesLimited Partners.