Common use of Continuation of the Business of the Partnership After Dissolution Clause in Contracts

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i) or (iii) and following a failure of the Limited Partner to appoint a successor General Partner as provided in Section 12.1 or 12.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv), (v) or (vi) of the MLP Agreement, then within 180 days thereafter, the Limited Partner may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by the Limited Partner. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f), if the MLP is reconstituted pursuant to Section 14.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited Partner, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP Agreement; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.4; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner and (y) neither the Partnership, the reconstituted limited partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a the failure of the Limited Partner Partners to appoint select a successor General to such Departing Partner as provided in pursuant to Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, or (b) dissolution all of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv), (v) or (vi) of the MLP Agreement, then within 180 days thereafter, the Limited Partner Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person that is a U.S. Citizen approved by a majority in interest of the Limited PartnerPartners. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f12.1(e), if the MLP is reconstituted pursuant to Section 14.2 12.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the acting alone, regardless of whether there are any other Limited PartnerPartners, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited PartnerPartners or the MLP, as the case may be, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (ia) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIIIXII; (iib) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP AgreementPartner; and (iiic) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file file, a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.42.6; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner Partners or any limited partner of the Limited Partner MLP and (y) neither the Partnership, the reconstituted limited partnership partnership, the MLP nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes (to the extent not previously treated as such) upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i) or (iii) and following a failure of the Limited Partner to appoint a successor General Partner as provided in Section 12.1 or 12.2, then within 90 days thereafter, thereafter or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv12.1(a)(v), (vvi) or (vi) of the MLP Agreementvii), then within 180 days thereafter, the Limited Partner may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by the Limited Partner. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f), if the MLP is reconstituted pursuant to Section 14.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited Partner, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP Agreement; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.4; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner and (y) neither the Partnership, Partnership nor the reconstituted limited partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (ai) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i) or (iii) and following a failure of the Limited Partner Partners to appoint a successor General Partner as provided in Section 12.1 or 12.2, then within 90 days thereafterprior to the effective date of such event, or (bii) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv12.1(a)(v), (v) or (vi) of the MLP Agreement, then within 180 days thereafter, the Limited Partner Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by the Limited PartnerPartners. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f13.1(g), if the MLP Investor Partnership is reconstituted pursuant to Section 14.2 of the MLP Investor Partnership Agreement, the reconstituted MLP Investor Partnership may, within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited PartnerInvestor Partnership, all Partners shall be bound thereby and shall be deemed to have approved samethereof. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (ia) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIII; (iib) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner in the manner provided in Section 12.3 or converted into Common Units of in the MLP as manner provided in Section 13.3 13.3(b) of the MLP Investor Partnership Agreement; and (iiic) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.4; provided, provided that the right to approve a successor General Partner general partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner Partners and (y) neither the Partnership, Partnership nor the reconstituted limited partnership nor any Group Member would become taxable as a corporation or be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i) or (iii) and following a failure of the Limited Partner to appoint a successor General Partner as provided in Section 12.1 or 12.2, then within 90 days thereafter, thereafter or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv12.1(a)(v), (vvi) or (vi) of the MLP Agreementvii), then within 180 days thereafter, the Limited Partner may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by the Limited Partner. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f)13.1(0, if the MLP is reconstituted pursuant to Section 14.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited Partner, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP Agreement; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.4; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner and (y) neither the Partnership, Partnership nor the reconstituted limited partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a the failure of the Limited Partner Partners to appoint select a successor General Partner as provided in pursuant to Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, thereafter or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv11.1(a)(iv), (v), (vi) or (vivii) of the MLP Agreement, then then, to the maximum extent permitted by law, within 180 days thereafter, all of the Limited Partner Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a the successor general partner a Person approved by the majority of the Limited PartnerPartners. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f12.1(f), if the MLP is reconstituted pursuant to Section 14.2 13.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited PartnerPartners, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited PartnerPartners, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only those activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 2.7 unless earlier dissolved in accordance with this Article XIIIXII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP Agreement; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner Vice Chairman and President pursuant to Section 1.42.6; providedPROVIDED, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner Partners or any limited partner of the Limited Partner MLP and (y) neither the Partnership, the reconstituted limited partnership nor any other Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a the failure of the Limited Partner to appoint select a successor General to such Departing Partner as provided in pursuant to Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, thereafter or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in pursuant to Section 13.1(a)(iv11.1(a)(iv), (v) or (vi) of the MLP Agreement, then then, to the maximum extent permitted by law, within 180 days thereafter, the Limited Partner may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by the Limited Partner. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f12.1(f), if the MLP is reconstituted pursuant to Section 14.2 12.2 of the MLP Agreement, the reconstituted MLP maymay (whether or not it is the sole limited partner), within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited Partner, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 2.7 unless earlier dissolved in accordance with this Article XIIIXII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of or purchased for cash by the MLP as provided in Section 13.3 of the MLP Agreement; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.4Section2.6; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner MLP and (y) neither the Partnership, the reconstituted limited partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (ai) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i) or (iii) and following a failure of the Limited Partner Partners to appoint a successor General Partner as provided in Section 12.1 or 12.2, then within 90 days thereafter, or (bii) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined described in Section 13.1(a)(iv12.1(a)(iv), then, within 90 days thereafter in the case of a dissolution described in clause (vi) or (vi) of the MLP Agreement, then and within 180 days thereafterthereafter in the case of a dissolution described in clause (ii), Record Holders of at least a Majority of the Limited Partner Outstanding Partnership Units may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by the Limited Partner. In addition, upon dissolution Record Holders of at least a Majority of the Outstanding Partnership pursuant to Section 13.1(f), if the MLP is reconstituted pursuant to Section 14.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentenceUnits. Upon any such election by the Limited PartnerRecord Holders of at least a Majority of the Outstanding Partnership Units, all Partners shall be bound thereby and shall be deemed to have approved samethereof. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (ia) the The reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIIIXIV; (iib) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of general partner in the MLP as manner provided in Section 13.3 of the MLP Agreement12.2; and (iiic) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner general partner may for this purpose exercise the powers of attorney granted to the General Partner pursuant to Section 1.4; provided, provided that the right of the Limited Partners to approve a successor General Partner general partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner Partners and (y) neither the Partnership, Partnership nor the reconstituted limited partnership nor any Group Member would be treated as an association become taxable as a corporation or otherwise be taxable taxed as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the a General Partner as provided in Section 12.1(a)(i13.1 (a)(i) or (iii) and following a the failure to occur of either (i) the purchase by one or more of the Limited Partner remaining General Partners of such Departing Partner's Combined Interest pursuant to appoint Section 11.7(b) or (ii) the selection of a successor General to such Departing Partner as provided in pursuant to Section 12.1 13.1 or 12.213.2, then within 90 days thereafter, thereafter or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv), (v) or (vi) and the failure to occur of either (i) the purchase by one or more of the MLP Agreementremaining General Partners of such Departing Partner's Combined Interest pursuant to Section 11.7(b) or (ii) the selection of a successor to such Departing Partner pursuant to Section 13.1 or 13.2, then within 180 days thereafter, a majority of the Limited Partner Outstanding Units may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a the successor general partner partners the remaining General Partners (if they desire to continue in such capacity) and/or a Person approved by the Limited Partner. In addition, upon dissolution a majority of the Partnership pursuant to Section 13.1(f), if the MLP is reconstituted pursuant to Section 14.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentenceOutstanding Units. Upon any such election by a majority of the Limited PartnerOutstanding Units, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIIIXIV; (ii) if one or more of the successor General Partner Partners is not a former General Partner, or if one or more of the former remaining General Partners does not desire to continue as a General Partner, then the interest of the such former General Partner and/or such remaining General Partners shall be purchased by the successor General treated thenceforth as interests of a Limited Partner or and converted into Common Units of in the MLP as manner provided in Section 13.3 of the MLP Agreement13.3(b); and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the remaining General Partner(s) and such successor General Partner general partner may for this purpose exercise the powers of attorney granted the General Partner members of the Partnership Policy Committee pursuant to Section 1.4; provided, that the right of a majority of Outstanding Units to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner and (y) neither the Partnership, the reconstituted limited partnership partnership, the Intermediate Partnership nor any Group Member Northern Border Pipeline would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the Managing General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a the failure of 242 the Limited Partner Partners to appoint select a successor General to such Departing Partner as provided in pursuant to Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv11.1(a)(iv), (v) or (vi) of the MLP Agreement, then then, to the maximum extent permitted by law, within 180 days thereafter, all of the Limited Partner Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by the majority in interest of the Limited PartnerPartners. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f12.1(f), if the MLP is reconstituted pursuant to Section 14.2 12.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited PartnerPartner (whether or not it is the sole limited partner), elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited PartnerPartners, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 2.7 unless earlier dissolved in accordance with this Article XIIIXII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner Partners shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP Agreement; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.42.6; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner Partners or any limited partner of the Limited Partner MLP and (y) neither the Partnership, the reconstituted limited partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.. 243

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the Managing General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a the failure of the Limited Partner Partners to appoint select a successor General to such Departing Partner as provided in pursuant to Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv11.1(a)(iv), (v) or (vi) of the MLP Agreement, then then, to the maximum extent permitted by law, within 180 days thereafter, all of the Limited Partner Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a managing general partner a Person approved by a majority in interest of the Limited PartnerPartners. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f12.1(f), if the MLP is reconstituted pursuant to Section 14.2 12.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the acting alone, regardless of whether there are any other Limited PartnerPartners, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited PartnerPartners or the MLP, as the case may be, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (ia) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 2.7 unless earlier dissolved in accordance with this Article XIIIXII; (iib) if the successor Managing General Partner is not the former Managing General Partner, then the interest of the former Managing General Partner shall be purchased by the successor Managing General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP Agreement; and (iiic) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file file, a new partnership agreement and certificate of limited partnership, and the successor Managing General Partner may for this purpose exercise the powers power of attorney granted the Managing General Partner pursuant to Section 1.42.6; Alliance Resource Operating Partners, L.P. -55- 61 provided, that the right to approve a successor Managing General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner Partners or any limited partner of the Limited Partner MLP and (y) neither the Partnership, the reconstituted limited partnership partnership, the MLP nor any Group Member the Operating Subsidiary would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a the failure of the Limited Partner to appoint select a successor General to such Departing Partner as provided in pursuant to Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, thereafter or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in pursuant to Section 13.1(a)(iv11.1(a)(iv), (v) or (vi) of the MLP Agreement, then then, to the maximum extent permitted by law, within 180 days thereafter, the Limited Partner may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by the Limited Partner. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f12.1(f), if the MLP is reconstituted pursuant to Section 14.2 12.2 of the MLP Agreement, the reconstituted MLP maymay (whether or not it is the sole limited partner), within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited Partner, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 2.7 unless earlier dissolved in accordance with this Article XIIIXII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of or purchased for cash by the MLP as provided in Section 13.3 of the MLP Agreement; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.42.6; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner MLP and (y) neither the Partnership, the reconstituted limited partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a the failure of the Limited Partner Partners to appoint select a successor General to such Departing Partner as provided in pursuant to Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, or (b) dissolution all of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv), (v) or (vi) of the MLP Agreement, then within 180 days thereafter, the Limited Partner Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person that is a U.S. Citizen approved by a majority in interest of the Limited PartnerPartners. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f12.1(e), if the MLP is reconstituted pursuant to Section 14.2 12.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the acting alone, regardless of whether there are any other Limited PartnerPartners, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited PartnerPartners or the MLP, as the case may be, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (ia) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIIIXII; (iib) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP AgreementPartner; and (iiic) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file file, a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.42.6; providedPROVIDED, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner Partners or any limited partner of the Limited Partner MLP and (y) neither the Partnership, the reconstituted limited partnership partnership, the MLP nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes (to the extent not previously treated as such) upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a the failure of the Limited Partner Partners to appoint select a successor General to such Departing Partner as provided in pursuant to Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, or (b) dissolution all of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv), (v) or (vi) of the MLP Agreement, then within 180 days thereafter, the Limited Partner Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this HEP LOGISTICS HOLDINGS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by a majority in interest of the Limited Partner. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f), if the MLP is reconstituted pursuant to Section 14.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentencePartners. Upon any such election by the Limited PartnerPartners, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (ia) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIIIXII; (iib) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP AgreementPartner; and (iiic) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file file, a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.42.6; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner Partners or any limited partner of the MLP Limited Partner and (y) neither the Partnership, the reconstituted limited partnership partnership, the MLP nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a the failure of the Limited Partner to appoint select a successor General to such Departing Partner as provided in pursuant to Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, thereafter or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in pursuant to Section 13.1(a)(iv11.1(a)(iv), (v) or (vi) of the MLP Agreement, then then, to the maximum extent permitted by law, within 180 days thereafter, the Limited Partner may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by the Limited Partner. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f12.1(f), if the MLP is reconstituted pursuant to Section 14.2 12.2 of the MLP Agreement, the reconstituted MLP maymay (whether or not it is the sole limited partner), within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited Partner, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 2.7 unless earlier dissolved in accordance with this Article XIIIXII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of or purchased for cash by the MLP as provided in Section 13.3 of the MLP Agreement; and and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.42.6; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner MLP and (y) neither the Partnership, the reconstituted limited partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i) or (iii) and following a failure of the Limited Partner to appoint a successor General Partner as provided in Section 12.1 or 12.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv), (v) or (vi) of the MLP Agreement, then within 180 days thereafter, the Limited Partner may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by the Limited Partner. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f), if the MLP is reconstituted pursuant to Section 14.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited Partner, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP Agreement; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.4; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner and (y) neither the Partnership, the reconstituted limited partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the a General Partner as provided in Section 12.1(a)(i12.1 (a)(i) or (iii) and following a the failure to occur of either (i) the purchase by one or more of the Limited Partner remaining General Partners of such Departing Partner's Combined Interest pursuant to appoint Section 11.7(b) of the MLP Agreement or (ii) the selection of a successor General to such Departing Partner as provided in pursuant to Section 12.1 or 12.2, then within 90 days thereafter, thereafter or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv12.1 (a) (v), (vvi) or (vivii) and the failure to occur of either (i) the purchase by one or more of the remaining General Partners of such Departing Partner's Combined Interest pursuant to Section 11.7(b) of the MLP AgreementAgreement or (ii) the selection of a successor to such Departing Partner pursuant to Section 12.1 or 12.2, then within 180 days thereafter, the Limited Partner Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a the successor general partner partners the remaining General Partners (if they desire to continue in such capacity) and/or a Person approved by the Limited PartnerPartners. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f), if the MLP is reconstituted pursuant to Section 14.2 of the MLP Agreement, the reconstituted MLP Limited Partners may, within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited PartnerPartners, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIII; (ii) if one or more of the successor General Partner Partners is not a former General Partner, or if one or more of the former remaining General Partners does not desire to continue as a General Partner, then the interest of the such former General Partner and/or such remaining General Partners shall be purchased by the successor General Partner Partner(s) or converted into Common Units of the MLP as provided in Section 13.3 of the MLP Agreement; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the remaining General Partner(s) and such successor General Partner may for this purpose exercise the powers of attorney granted the General Partner members of the Partnership Policy Committee pursuant to Section 1.4; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner and (y) neither the Partnership, the reconstituted limited partnership nor any Group Member Northern Border Pipeline would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the Managing General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a the failure of the Limited Partner Partners to appoint select a successor General to such Departing Partner as provided in pursuant to Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv11.1(a)(iv), (v) or (vi) of the MLP Agreement, then then, to the maximum extent permitted by law, within 180 days thereafter, all of the Limited Partner Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by 50 the majority in interest of the Limited PartnerPartners. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f12.1(f), if the MLP is reconstituted pursuant to Section 14.2 12.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited PartnerPartner (whether or not it is the sole limited partner), elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited PartnerPartners, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 2.7 unless earlier dissolved in accordance with this Article XIIIXII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner Partners shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP Agreement; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.42.6; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner Partners or any limited partner of the Limited Partner MLP and (y) neither the Partnership, the reconstituted limited partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the Managing General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a failure of the Class A Limited Partner Partners to appoint a successor Managing General Partner as provided in Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, or (b) dissolution all of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv), (v) or (vi) of the MLP Agreement, then within 180 days thereafter, the Class A Limited Partner Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner Managing General Partner a Person approved by the Limited Partner. In addition, upon dissolution majority of the Partnership pursuant to Section 13.1(f), if the MLP is reconstituted pursuant to Section 14.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Class A Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentencePartners. Upon any such election by the Class A Limited PartnerPartners, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If affairs of such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 2.7 unless earlier dissolved in accordance with this Article XIIIXII; (ii) if the successor General Partner is not the former Managing General Partner, then the interest of the former Managing General Partner shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP AgreementPartner; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the Managing General Partner pursuant to Section 1.42.6; provided, that the right to approve a successor General Partner and to reconstitute and to continue the business of or the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner Partners and (y) neither the Partnership, the reconstituted limited partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i13.1(a)(i) or (iii) and following a the failure of the Limited Partner Partners to appoint select a successor General to such Departing Partner as provided in pursuant to Section 12.1 13.1 or 12.213.2, then within 90 days thereafter, thereafter or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv), (v) or (vi) of the MLP Agreement), then within 180 days thereafter, a majority of the Limited Partner Outstanding Class A Units may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a the successor general partner a Person approved by the Limited Partner. In addition, upon dissolution a majority of the Partnership pursuant to Section 13.1(f), if the MLP is reconstituted pursuant to Section 14.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentenceOutstanding Class A Units. Upon any such election by a majority of the Limited PartnerOutstanding Class A Units, all Partners shall be bound thereby and shall be deemed to have approved samethereof. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIIIXIV; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by treated thenceforth as the successor General interest of a Limited Partner or and converted into Common Class A Units of in the MLP as manner provided in Section 13.3 of the MLP Agreement13.3(b); and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 1.4; provided, that the right of a majority of Outstanding Class A Units to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner and (y) neither the Partnership, the reconstituted limited partnership nor any Group Member the Operating Partnership would be treated as an ​ association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i11.1(a)(i) or (iii) and following a the failure of the Limited Partner Partners to appoint select a successor General to such Departing Partner as provided in pursuant to Section 12.1 11.1 or 12.211.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv11.1(a)(iv), (v) or (vi) of the MLP Agreement, then then, to the maximum extent permitted by law, within 180 days thereafter, all of the Limited Partner Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by a majority in interest of the Limited PartnerPartners. In addition, upon dissolution of the Partnership pursuant to Section 13.1(f12.1(f), if the MLP is reconstituted pursuant to Section 14.2 12.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the acting alone, regardless of whether there are any other Limited PartnerPartners, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such election by the Limited PartnerPartners or the MLP, as the case may be, all Partners shall be bound thereby and shall be deemed to have approved same. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (ia) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIIIXII; (iib) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of the MLP as provided in Section 13.3 of the MLP Agreement; and (iiic) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file file, a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers power of attorney granted the General Partner pursuant to Section 1.42.6; providedPROVIDED, that the right to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner Partners or any limited partner of the Limited Partner MLP and (y) neither the Partnership, the reconstituted limited partnership partnership, nor any Group Member the MLP would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.. SHAMROCK LOGISTICS OPERATIONS, L.P.

Continuation of the Business of the Partnership After Dissolution. Upon (ai) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 12.1(a)(i) or (iii) and following a failure of the Limited Partner Partners to appoint a successor General Partner as provided in Section 12.1 or 12.2, then within 90 days thereafter, or (bii) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined described in Section 13.1(a)(iv12.1(a)(iv), then, within 90 days thereafter in the case of a dissolution described in clause (vi) or (vi) of the MLP Agreement, then and within 180 days thereafterthereafter in the case of a dissolution described in clause (ii), Record Holders of at least a Majority of the Limited Partner Outstanding Partnership Units may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by the Limited Partner. In addition, upon dissolution Record Holders of at least a Majority of the Outstanding Partnership pursuant to Section 13.1(f), if the MLP is reconstituted pursuant to Section 14.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, as the Limited Partner, elect to reconstitute the Partnership in accordance with the immediately preceding sentenceUnits. Upon any such election by 35 the Limited PartnerRecord Holders of at least a Majority of the Outstanding Partnership Units, all Partners shall be bound thereby and shall be deemed to have approved samethereof. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (ia) the The reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIIIXIV; (iib) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be purchased by the successor General Partner or converted into Common Units of general partner in the MLP as manner provided in Section 13.3 of the MLP Agreement12.2; and (iiic) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner general partner may for this purpose exercise the powers of attorney granted to the General Partner pursuant to Section 1.4; provided, provided that the right of the Limited Partners to approve a successor General Partner general partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of the Limited Partner or any limited partner of the Limited Partner Partners and (y) neither the Partnership, Partnership nor the reconstituted limited partnership nor any Group Member would be treated as an association become taxable as a corporation or otherwise be taxable taxed as an entity for federal income tax purposes upon the exercise of such right to continue.