Common use of Certain Covenants of the Unitholder Clause in Contracts

Certain Covenants of the Unitholder. Each Unitholder hereby covenants and agrees as follows, in each case except as otherwise approved in writing by TMLP and WMLP: (a) Prior to the Termination Date, and except as contemplated hereby, neither Unitholder shall (i) Transfer, or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Units or beneficial ownership or voting power thereof or therein (including by operation of law), (ii) grant any proxies or powers of attorney, deposit any Covered Units into a voting trust or enter into a voting agreement with respect to any Covered Units or (iii) knowingly take any action that would make any representation or warranty of either Unitholder contained herein untrue or incorrect or have the effect of preventing or disabling either Unitholder from performing its obligations under this Agreement; provided that the foregoing shall not include or prohibit pledges or security interests (or the foreclosure thereof) relating to existing or future bona fide loans that do not prevent or disable either Unitholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, a Unitholder may Transfer any or all of the Covered Units, in accordance with applicable Law, to Andeavor or any of its Subsidiaries; provided that prior to and as a condition to the effectiveness of such Transfer, (i) each Person to whom any of such Covered Units or any interest in any of such Covered Units is or may be Transferred shall have executed and delivered to TMLP and WMLP a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if such Person were the Unitholder and (ii) Andeavor or its Subsidiary, as relevant, is an Affiliate of WMLP GP. Any Transfer in violation of this provision shall be void. (b) Prior to the Termination Date, in the event that a Unitholder becomes the Record Holder or acquires beneficial ownership of, or the power to vote or direct the voting of, any additional WMLP Common Units or other voting interests with respect to WMLP, such Unitholder will promptly notify TMLP and WMLP of such WMLP Common Units or voting interests, such WMLP Common Units or voting interests shall, without further action of the parties, be deemed Covered Units and subject to the provisions of this Agreement, and the number of WMLP Common Units held by the Unitholder set forth on Schedule A hereto will be US-DOCS\91977828.5 deemed amended accordingly and such WMLP Common Units or voting interests shall automatically become subject to the terms of this Agreement.

Certain Covenants of the Unitholder. Each The Unitholder hereby covenants and agrees as follows, in each case except as otherwise approved in writing by TMLP and WMLPthe Partnership: (a) Prior to the Termination Date, and except as contemplated hereby, neither the Unitholder shall not (i) Transfer, or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Units or beneficial ownership or voting power thereof or therein (including by operation of law), (ii) grant any proxies or powers of attorney, deposit any Covered Units into a voting trust or enter into a voting agreement with respect to any Covered Units or (iii) knowingly take any action that would make any representation or warranty of either the Unitholder contained herein untrue or incorrect or have the effect of preventing or disabling either Unitholder from performing its obligations under this Agreement; provided that the foregoing shall not include or prohibit pledges or security interests (or the foreclosure thereof) relating to existing or future bona fide loans that do not prevent or disable either Unitholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, a the Unitholder may Transfer any or all of the Covered Units, in accordance with applicable Law, to Andeavor or any of its Subsidiariesthe Parent Group Entities; provided provided, however, that prior to and as a condition to the effectiveness of such Transfer, (i) each Person to whom any of such Covered Units or any interest in any of such Covered Units is or may be Transferred shall have executed and delivered to TMLP and WMLP the Partnership a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if such Person were the Unitholder and (ii) Andeavor or its Subsidiary, as relevant, such Parent Group Entity is an Affiliate (as defined in the Partnership Agreement) of WMLP the Partnership GP. Any Transfer in violation of this provision shall be void. (b) Prior to the Termination Date, in the event that a the Unitholder becomes the Record Holder or acquires beneficial ownership of, or the power to vote or direct the voting of, any additional WMLP Common Units or other voting interests with respect to WMLPthe Partnership, such the Unitholder will promptly notify TMLP and WMLP the Partnership of such WMLP Common Units or voting interests, such WMLP Common Units or voting interests shall, without further action of the partiesParties, be deemed Covered Units and subject to the provisions of this Agreement, and the number of WMLP Common Units held by the Unitholder set forth on Schedule A hereto will be US-DOCS\91977828.5 deemed amended accordingly and such WMLP Common Units or voting interests shall automatically become subject to the terms of this Agreement.

Certain Covenants of the Unitholder. Each The Unitholder hereby covenants and agrees as follows, in each case except as otherwise approved in writing by TMLP and WMLPMLP: (a) Prior to the Termination Date, and except as contemplated hereby, neither the Unitholder shall not (i) Transfer, or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Units or beneficial ownership or voting power thereof or therein (including by operation of law), (ii) grant any proxies or powers of attorney, deposit any Covered Units into a voting trust or enter into a voting agreement with respect to any Covered Units or (iii) knowingly take any action that would make any representation or warranty of either the Unitholder contained herein untrue or incorrect or have the effect of preventing or disabling either Unitholder from performing its obligations under this Agreement; provided that the foregoing shall not include or prohibit pledges or security interests (or the foreclosure thereof) relating to existing or future bona fide loans that do not prevent or disable either Unitholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, a the Unitholder may Transfer any or all of the Covered Units, in accordance with applicable Law, to Andeavor or any of its Subsidiariesthe Parent Group Entities; provided that prior to and as a condition to the effectiveness of such Transfer, (i) each Person to whom any of such Covered Units or any interest in any of such Covered Units is or may be Transferred shall have executed and delivered to TMLP and WMLP MLP a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if such Person were the Unitholder and (ii) Andeavor or its Subsidiary, as relevant, such Parent Group Entity is an Affiliate of WMLP GPthe MLP General Partner. In addition, notwithstanding anything to the contrary in this Agreement, the Unitholder may Transfer any or all of the Covered Units or grant any proxies or powers of attorney with respect to any or all of the Covered Units, in accordance with applicable Law, to the applicable lender pursuant to an exercise of remedies by the applicable lender under the IDB Pledge Agreement or the Hapoalim Pledge Agreement. Any Transfer in violation of this provision shall be void. (b) Prior to the Termination Date, in the event that a the Unitholder becomes the Record Holder or acquires beneficial ownership of, or the power to vote or direct the voting of, any additional WMLP Common MLP Units or other voting interests with respect to WMLPMLP, such Unitholder will promptly notify TMLP MLP thereof, and WMLP of such WMLP Common Units or voting interests, such WMLP Common MLP Units or voting interests shall, without further action of the parties, be deemed Covered Units and subject to the provisions of this Agreement, and the number of WMLP Common MLP Units held by the Unitholder set forth on Schedule A hereto will be US-DOCS\91977828.5 deemed amended accordingly and such WMLP Common Units or voting interests shall automatically become subject to the terms of this Agreementaccordingly.

Certain Covenants of the Unitholder. Each The Unitholder hereby covenants and agrees as follows, in each case except as otherwise approved in writing by TMLP ACMP and WMLPWPZ: (a) Prior to the Termination Date, and except as contemplated hereby, neither the Unitholder shall not (i) Transfer, or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Units or beneficial ownership or voting power thereof or therein (including by operation of law), (ii) grant any proxies or powers of attorney, deposit any Covered Units into a voting trust or enter into a voting agreement with respect to any Covered Units or (iii) knowingly take any action that would make any representation or warranty of either the Unitholder contained herein untrue or incorrect or have the effect of preventing or disabling either Unitholder from performing its obligations under this Agreement; provided that the foregoing shall not include or prohibit pledges or security interests (or the foreclosure thereof) relating to existing or future bona fide loans that do not prevent or disable either Unitholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, a the Unitholder may Transfer any or all of the Covered Units, in accordance with applicable Law, to Andeavor or any of its Subsidiariesthe Xxxxxxxx Parties; provided that prior to and as a condition to the effectiveness of such Transfer, (i) each Person to whom any of such Covered Units or any interest in any of such Covered Units is or may be Transferred shall have executed and delivered to TMLP ACMP and WMLP WPZ a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if such Person were the Unitholder and (ii) Andeavor or its Subsidiary, as relevant, such Xxxxxxxx Party is an Affiliate of WMLP GPthe General Partner (as defined in the WPZ Partnership Agreement). Any Transfer in violation of this provision shall be void. (b) Prior to the Termination Date, in the event that a the Unitholder becomes the Record Holder or acquires beneficial ownership of, or the power to vote or direct the voting of, any additional WMLP Common WPZ Units or other voting interests with respect to WMLPWPZ, such Unitholder will promptly notify TMLP ACMP and WMLP WPZ of such WMLP Common WPZ Units or voting interests, such WMLP Common WPZ Units or voting interests shall, without further action of the parties, be deemed Covered Units and subject to the provisions of this Agreement, and the number of WMLP Common WPZ Units held by the Unitholder set forth on Schedule A hereto will be US-DOCS\91977828.5 deemed amended accordingly and such WMLP Common WPZ Units or voting interests shall automatically become subject to the terms of this Agreement.

Certain Covenants of the Unitholder. Each The Unitholder hereby covenants and agrees as follows, in each case except as otherwise approved in writing by TMLP and WMLPthe SXCP Conflicts Committee: (a) Prior to the Termination Date, and except as contemplated hereby, neither the Unitholder shall not (i) Transfer, or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Units or beneficial ownership or voting power thereof or therein (including by operation of law), (ii) grant any proxies or powers of attorney, deposit any Covered Units into a voting trust or enter into a voting agreement with respect to any Covered Units or (iii) knowingly take any action that would make any representation or warranty of either the Unitholder contained herein untrue or incorrect or have the effect of preventing or disabling either Unitholder from performing its obligations under this Agreement; provided that the foregoing shall not include or prohibit pledges or security interests (or the foreclosure thereof) relating to existing or future bona fide loans that do not prevent or disable either Unitholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, a the Unitholder may Transfer any or all of the Covered Units, in accordance with applicable Law, to Andeavor or any of its Subsidiariesthe Parent Group Entities; provided that prior to and as a condition to the effectiveness of such Transfer, (i) each Person to whom any of such Covered Units or any interest in any of such Covered Units is or may be Transferred shall have executed and delivered to TMLP and WMLP SXCP a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if such Person were the Unitholder and (ii) Andeavor or its Subsidiary, as relevant, such Parent Group Entity is an Affiliate of WMLP GPthe General Partner (as defined in the SXCP Partnership Agreement). Any Transfer in violation of this provision shall be void. (b) Prior to the Termination Date, in the event that a the Unitholder becomes the Record Holder or acquires beneficial ownership of, or the power to vote or direct the voting of, any additional WMLP SXCP Common Units or other voting interests with respect to WMLPSXCP, such Unitholder will promptly notify TMLP and WMLP SXCP of such WMLP SXCP Common Units or voting interests, such WMLP SXCP Common Units or voting interests shall, without further action of the parties, be deemed Covered Units and subject to the provisions of this Agreement, and the number of WMLP SXCP Common Units held by the Unitholder set forth on Schedule A hereto will be US-DOCS\91977828.5 deemed amended accordingly and such WMLP SXCP Common Units or voting interests shall automatically become subject to the terms of this Agreement.

Certain Covenants of the Unitholder. Each Unitholder hereby covenants and agrees as follows, in each case except as otherwise approved in writing by TMLP and WMLP: (a) Prior to the Termination Date, and except as contemplated hereby, neither Unitholder shall (i) Transfer, or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Units or beneficial ownership or voting power thereof or therein (including by operation of law), (ii) grant any proxies or powers of attorney, deposit any Covered Units into a voting trust or enter into a voting agreement with respect to any Covered Units or (iii) knowingly take any action that would make any representation or warranty of either Unitholder contained herein untrue or incorrect or have the effect of preventing or disabling either Unitholder from performing its obligations under this Agreement; provided that the foregoing shall not include or prohibit pledges or security interests (or the foreclosure thereof) relating to existing or future bona fide loans that do not prevent or disable either Unitholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, a Unitholder may Transfer any or all of the Covered Units, in accordance with applicable Law, to Andeavor or any of its Subsidiaries; provided that prior to and as a condition to the effectiveness of such Transfer, (i) each Person to whom any of such Covered Units or any interest in any of such Covered Units is or may be Transferred shall have executed and delivered to TMLP and WMLP a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if such Person were the Unitholder and (ii) Andeavor or its Subsidiary, as relevant, is an Affiliate of WMLP GP. Any Transfer in violation of this provision shall be void. (b) Prior to the Termination Date, in the event that a Unitholder becomes the Record Holder or acquires beneficial ownership of, or the power to vote or direct the voting of, any additional WMLP Common Units or other voting interests with respect to WMLP, such Unitholder will promptly notify TMLP and WMLP of such WMLP Common Units or voting interests, such WMLP Common Units or voting interests shall, without further action of the parties, be deemed Covered Units and subject to the provisions of this Agreement, and the number of WMLP Common Units held by the Unitholder set forth on Schedule A hereto will be US-DOCS\91977828.5 deemed amended accordingly and such WMLP Common Units or voting interests shall automatically become subject to the terms of this Agreement.

Certain Covenants of the Unitholder. Each The Unitholder hereby covenants and agrees as follows, in each case except as otherwise approved in writing by TMLP and WMLPRRMS: (a) Prior to the Termination Date, and except as contemplated hereby, neither the Unitholder shall not (i) Transfer, or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Units or beneficial ownership or voting power thereof or therein (including by operation of law), (ii) grant any proxies or powers of attorney, deposit any Covered Units into a voting trust or enter into a voting agreement with respect to any Covered Units or (iii) knowingly take any action that would make any representation or warranty of either the Unitholder contained herein untrue or incorrect or have the effect of preventing or disabling either Unitholder from performing its obligations under this Agreement; provided that the foregoing shall not include or prohibit pledges or security interests (or the foreclosure thereof) relating to existing or future bona fide loans that do not prevent or disable either Unitholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, a the Unitholder may Transfer any or all of the Covered Units, in accordance with applicable Law, to Andeavor or any of its Subsidiariesthe Parent Group Entities; provided that prior to and as a condition to the effectiveness of such Transfer, (i) each Person to whom any of such Covered Units or any interest in any of such Covered Units is or may be Transferred shall have executed and delivered to TMLP and WMLP RRMS a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if such Person were the Unitholder and (ii) Andeavor or its Subsidiary, as relevant, such Parent Group Entity is an Affiliate of WMLP GPthe General Partner (as defined in the RRMS Partnership Agreement). Any Transfer in violation of this provision shall be void. (b) Prior to the Termination Date, in the event that a the Unitholder becomes the Record Holder or acquires beneficial ownership of, or the power to vote or direct the voting of, any additional WMLP RRMS Common Units or other voting interests with respect to WMLPRRMS, such Unitholder will promptly notify TMLP and WMLP RRMS of such WMLP RRMS Common Units or voting interests, such WMLP RRMS Common Units or voting interests shall, without further action of the parties, be deemed Covered Units and subject to the provisions of this Agreement, and the number of WMLP RRMS Common Units held by the Unitholder set forth on Schedule A hereto will be US-DOCS\91977828.5 deemed amended accordingly and such WMLP RRMS Common Units or voting interests shall automatically become subject to the terms of this Agreement.

Certain Covenants of the Unitholder. Each The Unitholder hereby covenants and agrees as follows, in each case except as otherwise approved in writing by TMLP and WMLPWPZ: (a) Prior to the Termination Date, and except as contemplated hereby, neither the Unitholder shall not (i) Transfer, or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Units or beneficial ownership or voting power thereof or therein (including by operation of law), (ii) grant any proxies or powers of attorney, deposit any Covered Units into a voting trust or enter into a voting agreement with respect to any Covered Units or (iii) knowingly take any action that would make any representation or warranty of either the Unitholder contained herein untrue or incorrect or have the effect of preventing or disabling either Unitholder from performing its obligations under this Agreement; provided that the foregoing shall not include or prohibit pledges or security interests (or the foreclosure thereof) relating to existing or future bona fide loans that do not prevent or disable either Unitholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, a the Unitholder may Transfer any or all of the Covered Units, in accordance with applicable Law, to Andeavor or any of its Subsidiariesthe Parent Group Entities; provided that prior to and as a condition to the effectiveness of such Transfer, (i) each Person to whom any of such Covered Units or any interest in any of such Covered Units is or may be Transferred shall have executed and delivered to TMLP and WMLP WPZ a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if such Person were the Unitholder and (ii) Andeavor or its Subsidiary, as relevant, such Parent Group Entity is an Affiliate of WMLP GPthe General Partner (as defined in the WPZ Partnership Agreement). Any Transfer in violation of this provision shall be void. (b) Prior to the Termination Date, in the event that a the Unitholder becomes the Record Holder or acquires beneficial ownership of, or the power to vote or direct the voting of, any additional WMLP Common WPZ Units or other voting interests with respect to WMLPWPZ, such the Unitholder will promptly notify TMLP and WMLP WPZ of such WMLP Common WPZ Units or voting interests, such WMLP Common WPZ Units or voting interests shall, without further action of the parties, be deemed Covered Units and subject to the provisions of this Agreement, and the number of WMLP Common WPZ Units held by the Unitholder set forth on Schedule A hereto will be US-DOCS\91977828.5 deemed amended accordingly and such WMLP Common WPZ Units or voting interests shall automatically become subject to the terms of this Agreement.

Certain Covenants of the Unitholder. Each The Unitholder hereby covenants and agrees as follows, in each case except as otherwise approved in writing by TMLP and WMLPWPZ: (a) Prior to the Termination Date, and except as contemplated hereby, neither the Unitholder shall not (i) Transfer, or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Units or beneficial ownership or voting power thereof or therein (including by operation of law), (ii) grant any proxies or powers of attorney, deposit any Covered Units into a voting trust or enter into a voting agreement with respect to any Covered Units or (iii) knowingly take any action that would make any representation or warranty of either the Unitholder contained herein untrue or incorrect or have the effect of preventing or disabling either Unitholder from performing its obligations under this Agreement; provided that the foregoing shall not include or prohibit pledges or security interests (or the foreclosure thereof) relating to existing or future bona fide loans that do not prevent or disable either Unitholder from performing its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, a the Unitholder may Transfer any or all of the Covered Units, in accordance with applicable Law, to Andeavor or any of its Subsidiariesthe Parent Group Entities; provided that prior to and as a condition to the effectiveness of such Transfer, (i) each Person to whom any of such Covered Units or any interest in any of such Covered Units is or may be Transferred shall have executed and delivered to TMLP and WMLP WPZ a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if such Person were the Unitholder and (ii) Andeavor or its Subsidiary, as relevant, such Parent Group Entity is an Affiliate of WMLP GPthe General Partner (as defined in the WPZ Partnership Agreement). Any Transfer in violation of this provision shall be void. (b) Prior to the Termination Date, in the event that a the Unitholder becomes the Record Holder or acquires beneficial ownership of, or the power to vote or direct the voting of, any additional WMLP Common WPZ Units or other voting interests with respect to WMLPWPZ, such Unitholder will promptly notify TMLP and WMLP WPZ of such WMLP Common WPZ Units or voting interests, such WMLP Common WPZ Units or voting interests shall, without further action of the parties, be deemed Covered Units and subject to the provisions of this Agreement, and the number of WMLP Common WPZ Units held by the Unitholder set forth on Schedule A hereto will be US-DOCS\91977828.5 deemed amended accordingly and such WMLP Common WPZ Units or voting interests shall automatically become subject to the terms of this Agreement.