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

Authority; Noncontravention; Voting Requirements. (a) 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, including the Merger. The execution, delivery and performance by each of the Partnership and the General Partner 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 Conflicts Committee and the GP Board, approved by the holders of a Unit Majority and consented to by the Sole Member, and no other entity action on the part of the Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the 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 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 Partnership and the General Partner, enforceable against them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken or will take all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger.

Authority; Noncontravention; Voting Requirements. (a) 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, including subject only to approval of this Agreement by the Mergeraffirmative vote or consent of the holders of a Unit Majority (the “Requisite Partnership Approval”). The execution, delivery and performance by each of the Partnership and the General Partner of this Agreementthe Transaction Documents, 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 Conflicts Committee and the GP Board, approved by the holders of a Unit Majority and consented to by the Sole Member, Member and no other entity action on the part of the Partnership, Partnership or the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the 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, including the Merger. This Agreement has been duly executed and delivered by the 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 Partnership and the General Partner, enforceable against them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity) (collectively, the “Enforceability Exceptions”). The GP Board Conflicts Committee has taken or will take all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the General Partner The Company has all necessary entity corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Mergerhereby. The execution, delivery and performance by each of the Partnership and the General Partner Company of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized and approved by the Company Board, which, at a meeting duly called and held, has unanimously (i) deemed this AgreementAgreement and the transactions contemplated hereby, including the Merger, have been, as applicable, duly authorized by to be in the GP Board, approved by each best interests of the Conflicts Committee shareholders of the Company, (ii) unanimously approved this Agreement and the GP Boardtransactions contemplated hereby, including the Merger, in all respects and (iii) resolved to recommend that this Agreement and the Merger be approved by the holders shareholders of a Unit Majority and consented to by the Sole MemberCompany, and and, except for obtaining the Company Shareholder Approval, no other entity corporate action on the part of the Partnership, the General Partner or the Sole Member Company is necessary to authorize the execution, delivery and performance by the Partnership and the General Partner Company of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Mergerhereby. This Agreement has been duly executed and delivered by the Partnership and the General Partner Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Partnership and the General PartnerCompany, enforceable against them it in accordance with its terms, except as that such enforcement enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws of general application affecting or relating to the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (equity, whether applied considered in a Proceeding proceeding at law or in equity) equity (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). The GP Board has taken or will take all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the General Partner 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, including Merger and the Mergerother Transactions. The execution, delivery and performance by each of the Partnership and the General Partner Company of this Agreement, and the consummation by it of the transactions contemplated Merger and the other Transactions, have been duly authorized and approved by 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 and the Company Unitholders, and by any vote, approval or consent required to be received from the Company 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, 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, have been, as applicable, duly authorized by the GP Board, approved by each of the Conflicts Committee Merger and the GP Board, approved by the other Transactions. The Unitholder Approval remains in full force and effect. All holders of a Unit Majority Company Units have voted to approve this Agreement and consented the Merger and given any other consent or approval to by this Agreement and the Sole Member, and no Merger which they are entitled to give. No other entity action on the part of the Partnership, the General Partner or the Sole Member Company is necessary to authorize the execution, delivery and performance by the Partnership and the General Partner Company of this Agreement and the consummation by it of the transactions contemplated by this Agreement, including Merger and the Mergerother Transactions. This Agreement has been duly executed and delivered by the Partnership and the General Partner 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 Partnership and the General PartnerCompany, enforceable against them the Company in accordance with its terms, except as that such enforcement enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws of general application affecting or relating to the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (equity, whether applied considered in a Proceeding proceeding at law or in equity) equity (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). The GP Board has taken or will take all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the General Partner The Company has all necessary entity corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder and, assuming the representations and warranties set forth in Section 4.11 are true and correct and subject to the receipt of the Company Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the MergerTransactions. The execution, delivery and performance by each of the Partnership and the General Partner Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, including the MergerTransactions, have been, as applicable, been duly authorized by its Board of Directors and, except for obtaining the GP BoardCompany Stockholder Approval and filing the Certificate of Merger with the Secretary of State pursuant to the DGCL, approved by each of the Conflicts Committee and the GP Board, approved by the holders of a Unit Majority and consented to by the Sole Member, and no other entity corporate action on the part of the Partnership, the General Partner or the Sole Member Company is necessary to authorize the execution, delivery and performance by the Partnership and the General Partner Company of this Agreement and the consummation by it of the transactions contemplated by this Agreement, including the MergerTransactions. This Agreement has been duly executed and delivered by the Partnership and the General Partner 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 Partnership and the General PartnerCompany, enforceable against them the Company in accordance with its terms, except as that such enforcement enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (equity, whether applied considered in a Proceeding proceeding at law or in equity) equity (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). 12 (b) The GP Board has taken or will take all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of Directors of the Partnership Agreement applicable to Company, at a meeting duly called and held, adopted resolutions (i) approving and declaring advisable and in the Partnershipbest interests of the Company and its stockholders, the General Partner or any Merger and the execution, delivery and performance by the Company of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated Transactions, (ii) directing that the Company submit the adoption of this Agreement to a vote at a meeting of the holders of Company Common Stock in accordance with the terms of this Agreement and (iii) recommending that the holders of the Company Common Stock adopt this Agreement (such recommendation, the “Company Board Recommendation”), which resolutions have not, except after the date hereof as permitted by Section 5.02, been subsequently rescinded, modified or withdrawn. (c) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, voting together as a single class (the “Company Stockholder Approval”), at the Company Stockholders’ Meeting or any adjournment or postponement thereof, is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this AgreementAgreement and approve the Transactions. (d) Neither the execution and delivery of this Agreement by the Company, including nor the Mergerconsummation by the Company of the Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof, will (i) subject to the receipt of the Company Stockholder Approval, conflict with or violate any provision (A) of the Company Charter Documents or (B) of the similar organizational documents of any of the Company’s Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.04 and the Company Stockholder Approval are obtained prior to the Effective Time and the filings referred to in Section 3.04 are made and any waiting periods thereunder have terminated or expired prior to the Effective Time, violate any Law or Judgment applicable to the Company or any of its Subsidiaries, (iii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under any of the terms or provisions of any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract or (iv) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of the Company or any of its Subsidiaries, except, in the case of clauses (i)(B), (ii), (iii) and (iv), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 13 SECTION 3.04.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the General Partner The Company has all necessary entity corporate power and corporate authority to execute and deliver this Agreement and the Related Documents to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement, including the MergerTransactions. The execution, delivery and performance by each the Company of the Partnership this Agreement and the General Partner of this AgreementRelated Documents to which it is or will be a party, and the consummation by it of the transactions contemplated by this Agreement, including the MergerTransactions, have beenbeen (or, as applicablein the case of any Related Document entered into after the date hereof, will be, upon execution thereof) duly authorized by the GP Board, approved by each of the Conflicts Committee and the GP Board, approved by the holders Board, and, except for filing the Second A&R Articles with the Registrar General’s Department of a Unit Majority The Bahamas pursuant to the IBC Act and consented to by the Sole Memberobtaining Shareholder Approval, and no other entity corporate action on the part of the Partnership, the General Partner or the Sole Member Company is necessary to authorize the execution, delivery and performance by the Partnership and the General Partner Company of this Agreement and the Related Documents and the consummation by it of the transactions contemplated by this Agreement, including the MergerTransactions. This Agreement has been been, and each of the Related Documents to which it is or will be a party will be, upon execution thereof, duly executed and delivered by the Partnership and the General Partner Company and, assuming due authorization, execution and delivery of this Agreement has been and each of the Related Documents to which the Company is or will be a party is or will be, upon execution thereof, as applicable, duly authorized, executed and delivered by the Investors and/or the other parties heretoPersons party thereto, constitutes this Agreement and each of the Related Documents to which it is or will be a party will be, upon execution thereof, a legal, valid and binding obligation of the Partnership and the General PartnerCompany, enforceable against them the Company in accordance with its terms, except as that such enforcement enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (equity, whether applied considered in a Proceeding proceeding at law or in equity) equity (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). The GP Board has taken or will take all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the General Partner The Company has all necessary entity corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Shareholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the MergerTransactions. The execution, delivery and performance by each of the Partnership and the General Partner Company of this Agreement, and the consummation by it of the transactions contemplated Transactions, have been duly authorized and approved by its Board of Directors, and except for obtaining the Company Shareholder Approval for the approval of this Agreement, including the Merger, have been, as applicable, duly authorized by the GP Board, approved by each of the Conflicts Committee and the GP Board, approved by the holders of a Unit Majority and consented to by the Sole Member, and no other entity corporate action on the part of the Partnership, the General Partner or the Sole Member Company is necessary to authorize the execution, delivery and performance by the Partnership and the General Partner Company of this Agreement and the consummation by it of the transactions contemplated by this Agreement, including the MergerTransactions. This Agreement has been duly executed and delivered by the Partnership and the General Partner 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 Partnership and the General PartnerCompany, enforceable against them the Company in accordance with its terms, except as that such enforcement enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws of general application affecting or relating to the enforcement of creditors’ ' rights and remedies generally and by (ii) is subject to general principles of equity (equity, whether applied considered in a Proceeding proceeding at law or in equity) equity (collectively, the “Enforceability Exceptions”"Bankruptcy and Equity Exception"). The GP Company's Board of Directors, at a meeting duly called and held, has taken unanimously (i) approved this Agreement and the Transactions, including the Merger, and (ii) resolved to recommend that shareholders of the Company approve this Agreement (the "Company Board Recommendation"). Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions, nor compliance by the Company with any of the terms or provisions hereof, will take all necessary action so that (i) conflict with or violate any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 hereof and in Section 3.13(b) of the Company Disclosure Schedule 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 Partnership, the General Partner Company or any of its Subsidiaries or any of their respective properties or assets, or (y) materially violate or conflict with, result in the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material 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 do notunder, and will notany of the terms, apply conditions or provisions of any Material Contract or other Contract that is material to the Company 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. The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock at the Company Shareholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement (the "Company Shareholder Approval") is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to approve this Agreement and approve the consummation of the transactions contemplated by this Agreement, including the MergerTransactions.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the General Partner The Company has all necessary entity corporate power and authority to execute and deliver deliver, and perform its obligations under, this Agreement and the other Transaction Agreements to consummate the transactions contemplated by this Agreement, including the Mergerwhich it is a party. The execution, delivery and performance by each the Company of the Partnership this Agreement and the General Partner of this Agreementother Transaction Agreements to which it is a party, and the consummation by it of the transactions contemplated by this Agreement, including the MergerTransactions, have been, as applicable, been duly authorized and validly approved by its Board and by the GP Board, approved by each of the Conflicts Committee and the GP Board, approved by the holders of a Unit Majority and consented to by the Sole MemberSpecial Committee, and no other entity approval or action on the part of the Partnership, the General Partner Company or the Sole Member Stockholders is necessary to authorize the execution, delivery and performance by the Partnership and the General Partner Company of this Agreement and the other Transaction Agreements to which it is a party and the consummation by it of the transactions contemplated by this AgreementTransactions, including subject only to the Mergerobtainment of the Company Stockholder Approval, which shall be satisfied upon delivery of the Written Consent, and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. The Special Committee consists solely of a disinterested member of the Board (within the meaning of Section 144 of the DGCL). This Agreement has been been, and each of the other Transaction Agreements to which the Company is a party will be, at or prior to Closing, duly executed and delivered by the Partnership and the General Partner Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties heretohereto and thereto, constitutes a constitute legal, valid and binding obligation obligations of the Partnership and the General PartnerCompany, enforceable against them it in accordance with its their terms, except as that such enforcement enforceability: (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws Applicable Law of general application affecting or relating to the enforcement of creditors’ rights generally; and remedies generally and by (ii) is subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether applied enforcement is sought in a Proceeding proceeding at law or in equity) (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). The GP Board has taken or will take all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership Parent and the General Partner Sub has all necessary entity corporate right, power and authority to execute and deliver this Agreement and and, subject to consummate obtaining the transactions Required Parent Vote in connection with the issuance of Parent Common Stock to be issued as Merger Consideration as contemplated by this Agreement, including and the Mergeradoption of this Agreement by Parent as the sole stockholder of Sub, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby. The execution, delivery and performance by each of the Partnership Parent and the General Partner Sub of this Agreement, Agreement and the consummation of the Merger and the other transactions contemplated hereby by Parent and Sub have been duly and validly authorized by its board of directors (other than the Common Directors who abstained and recused themselves from all discussions relating to this Agreement, including the Merger, have been, as applicable, duly authorized by the GP Board, approved by each of the Conflicts Committee Merger and the GP Boardtransactions contemplated hereby) and Parent’s audit committee and, approved by other than the holders of a Unit Majority and consented to by the Sole MemberRequired Parent Vote, and Parent’s adoption of this Agreement in its capacity as the sole stockholder of Sub, no other entity action corporate proceedings or approvals on the part of the Partnership, the General Partner Parent or the Sole Member is Sub are necessary to authorize the execution, delivery and performance by the Partnership each of Parent and the General Partner Sub of this Agreement and or the consummation by Parent and Sub of the transactions contemplated by this Agreementhereby (other than, including with respect to the Merger, the filing of the Articles of Merger). This Agreement Each of Parent and Sub has been duly and validly executed and delivered by the Partnership and the General Partner this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the other parties heretothereto, constitutes a legal, such agreements constitute valid and binding obligation obligations of the Partnership each of Parent and the General PartnerSub, as applicable, enforceable against each of them in accordance with its their respective terms, except as such enforcement may be limited by applicable bankruptcysubject, insolvencyin each case, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken or will take all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, Bankruptcy and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the MergerEquity Exception.

Authority; Noncontravention; Voting Requirements. (a) 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, including the Merger. The execution, delivery and performance by each of the Partnership and the General Partner 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 Conflicts Committee and the GP Board, approved by the holders of a Unit Majority Board and consented to by the Sole Member, Member and no other entity action on the part of the Partnership, the General Partner or the Sole Member is necessary to authorize the execution, delivery and performance by the 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, including the Merger. This Agreement has been duly executed and delivered by the 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 Partnership and the General Partner, enforceable against them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity) (collectively, the “Enforceability Exceptions”). The GP Board has taken or will take all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the General Partner 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, including Merger and the MergerTransactions. The execution, delivery and performance by each of the Partnership and the General Partner Company of this Agreement, and the consummation by it of the transactions contemplated by this Agreement, including Merger and the Mergerother Transactions, have been, as applicable, been duly authorized by the GP Board, and approved by each of the Conflicts Committee and the GP Board, approved by the holders of a Unit Majority and consented to by the Sole Member, and no other entity all necessary action on the part of the PartnershipCompany, and any vote, approval or consent required to be received or obtained in connection therewith from the General Partner Class V Members (the “Requisite Approval”) has been received or obtained, or will be received or obtained immediately after the execution of this Agreement, and in each case, will be delivered to the Parent concurrently with the execution of this Agreement. The Requisite Approval includes any vote, consent or approval required under the Company’s Organizational Documents or the Sole Member ALLCA in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger and the other Transactions. The Requisite Approval remains in full force and effect. No other action on the part of the Company is necessary to authorize the execution, delivery and performance by the Partnership and the General Partner Company of this Agreement and the consummation by it of the transactions contemplated by this Agreement, including Merger and the Mergerother Transactions. This Agreement has been duly executed and delivered by the Partnership and the General Partner 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 Partnership and the General PartnerCompany, enforceable against them the Company in accordance with its terms, except as that such enforcement enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws of general application affecting or relating to the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (equity, whether applied considered in a Proceeding proceeding at law or in equity) equity (collectively, the “Enforceability ExceptionsBankruptcy and Equity Exception”). The GP Board has taken or will take all necessary action so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger.

Authority; Noncontravention; Voting Requirements. (a) Each of the Partnership and the General Partner Parties has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, including the Merger. The execution, delivery and performance by each of the Partnership and the General Partner Parties of this Agreement, 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 Conflicts Special Committee and the GP Board, Board and approved by the holders of a Unit Majority and consented to by the Sole MemberDCP LLC, and no other entity action on the part of the Partnership, the General Partner any Partnership Party is necessary under applicable Law or the Sole Member is necessary Partnership Agreement to authorize the execution, delivery and performance by the Partnership and the General Partner 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 Partnership and the General Partner 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 Partnership and the General PartnerParties, enforceable against them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity) (collectively, the “Enforceability Exceptions”). The actions of the Special Committee, the GP Board has taken or will take all necessary action so that 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 similar Law (collectively, “Takeover Laws”) and any takeover provision of the Partnership Agreement applicable to the Partnership, the General Partner or any of their respective Subsidiaries do not, and will not, apply to this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger).