Common use of Management Clause in Contracts

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the Partnership; (vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including (A) the financing of the conduct of the operations of the Partnership Group; , (B) subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersany Operating Partnership); , (C) the repayment or guarantee of obligations of any the Partnership Group Member; and (D) the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member Operating Partnership from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) unless restricted or prohibited by Section 5.8, the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s 's participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to Operating Partnership as a Group Member or to itself in the discharge of its duties as General Partner of the Partnershippartner. (b) Notwithstanding any other provision of this Agreement, any Group Member Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement hereby Securities hereby: (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this any Operating Partnership Agreement, the Underwriting Agreement, the Contribution Master Natural Gas Gathering Agreement, the Omnibus Contribution and Conveyance Agreement, the Registration Rights Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence above and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power powers to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 7.3 or Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the Partnership; (vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instrumentsoptions, rights, warrants, appreciation rights, phantom or tracking interests relating to Partnership Interests; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, Agreement or any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and each other Person who acquires an interest in a Partnership Interest and each other Person who is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting each Group Member Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in a Partnership Interests or Interest and the Persons who are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XVXV or any determination or action (or not making any determination or action) and (B) by the General Partner’s determination to issue equity , the Board of Directors or debt securities any committee of the Board of Directors (including the Conflicts Committee) associated with the repayment, refinancing or amendment of the terms of any borrowing in order to finance future acquisitions of equity interests connection the leveraged distribution described in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates the Registration Statement) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or Person of any fiduciary or other duty existing at law, in equity or otherwiseotherwise that the General Partner or such Person may owe the Partnership, whether the Limited Partners, the other Persons who acquire an interest in a Partnership Interest or not such determination was influenced solely or in part the Persons who are otherwise bound by consideration of any adverse impact on CPGthis Agreement.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 7.3 or Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6, the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of Partnership cash or cash equivalents by the Partnershipin accordance with Section 6.3; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into a Partnership InterestsInterest, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; , subject to Section 7.6, the lending of funds to other Persons (including other Group Membersthe MLP, the General Partner and its Affiliates); , the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including relationships subject to the acquisition of interests in, and the contributions of property to, any Group Member from time to time)restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and each other Person who acquires may acquire an interest in a the Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Partnership Agreement, the MLP Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Contribution and Conveyance Agreement and the other agreements and documents described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, the MLP, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnerships); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnerships from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) unless restricted or prohibited by Section 5.6(d), the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management ownership or operation of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in exercising, on behalf and for the discharge of its duties as General Partner benefit of the Partnership, the Partnership’s rights as the sole stockholder of the Operating General Partner. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreementthe Operating Partnership Agreements, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreementthe Operating Partnership Agreements, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement Contribution and Conveyance Agreement, and the other agreements and documents described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power powers to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General PartnerPartner shall, subject to Section 7.47.4 and the other terms set forth in this Agreement, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV)Person; (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations, including operations of the Partnership Groupany Group Member; subject to Section 7.7(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Membercontributions; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership any Group Member and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and the Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense expenses and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeNational Securities Exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instrumentsoptions, rights, warrants, appreciation rights and tracking and phantom interests relating to Partnership Interests; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and; (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership; and (xvi) the registering for resale under the Securities Act and applicable state securities laws of any Partnership Interests held or hereafter acquired by the General Partner or any Affiliate of the General Partner. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person Interests or is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, Agreement and the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Separation Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are is otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsInterests (subject to Section 5.12(b)(i) with respect to Series A Senior Securities and Series A Parity Securities), and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 7.3 or Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);; Rhino Resource Partners LP Fourth Amended and Restated Agreement of Limited Partnership (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.7); (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Partnership Interests; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership.. Rhino Resource Partners LP Fourth Amended and Restated Agreement of Limited Partnership (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person Interests or is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the each case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are is otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other the Limited Partner shall have any no right of control or management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.46.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV)Person; (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; Partnership, the lending of funds to other Persons (including other Group Membersthe MLP, the General Partner and its Affiliates); , the repayment or guarantee of obligations of any Group Member; the Partnership and the making of capital contributions to any Group Membera Subsidiary; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemnitees(including the assets of the Partnership) as it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)relationships; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement Partners hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Conveyance and Contribution Agreement, the Omnibus Merger and Contribution Agreement, the agreements and other documents filed as exhibits to the Registration Rights Agreement Statement, and the other agreements described in or filed as exhibits to a part of the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement Statements on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, the MLP, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners Limited Partner or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct direct, and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.4the other provisions of this Article VII, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations, provided that, notwithstanding any provision to the contrary in this Agreement and to the extent necessary to avoid unrelated business taxable income, the General Partner is prohibited from incurring indebtedness, excluding trade payables, (i) in excess of $50,000 in the aggregate at any given time or (ii) which would constitute “acquisition indebtedness” (as defined in Section 514 of the Internal Revenue Code of 1986, as amended); (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial executive officer,” “chief operating officer,” “general counselchief financial officer,” “vice president,” “corporate secretary,” “treasurer” and “treasurercontroller”) and agents, outside attorneys, accountants, consultants consultants, and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of of, an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons (including relationships subject to the acquisition of interests in, and the contributions of property to, any Group Member from time to time)restrictions set forth in Section 2.4; (xix) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xix) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xiixi) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiiixii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Memberadditional options, rights, warrants, and appreciation rights relating to Partnership Securities; and (xvxiii) the entering into agreements with assigning of working interests (including those acquired in any consummated acquisition or through participation elections) to any Subsidiary of its Affiliates, including agreements to render services to a Group Member the Partnership or to itself the Operating Subsidiary (or the successor to its assets) for a royalty or net profits interest, on terms deemed appropriate and in the discharge of its duties as General Partner best interests of the Partnership, provided that, notwithstanding any provision to the contrary in this Agreement and to the extent necessary to avoid unrelated business taxable income, the General Partner shall not cause the Partnership to acquire working interests or cost bearing interests in any oil and gas leases or similar assets. In the event that any of the assets of the Partnership become working interests or cost bearing interests, the General Partner shall cause such assets to be assigned to the Operating Subsidiary subject to the reservation of an ORRI. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies ratifies, and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Business Opportunities Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements and other described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver deliver, and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions transactions, and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnership); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.7); (xiii) unless restricted or prohibited by Section 5.6, the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management ownership or operation of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in exercising, on behalf and for the discharge of its duties as General Partner benefit of the Partnership, the Partnership’s rights as the sole stockholder of the Operating General Partner. (b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Partnership Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership GroupGroup or making investments in or loans to JV Entities; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; the repayment or guarantee of obligations of the Partnership Group or any Group Member; JV Entity and the making of capital contributions to any Group MemberMember or JV Entity; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including contracts, conveyances or instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results these arrangements result in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including relationships subject to the acquisition of interests in, and the contributions of property to, any Group Member from time to time)restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange;exchange (subject to any prior approval that may be required under Section 4.8); and (xiii) unless restricted or prohibited by Section 5.7, the issuance, purchase, sale or other acquisition or disposition of Partnership InterestsSecurities or options, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliatesrights, including agreements warrants and appreciation rights relating to render services to a Group Member or to itself in the discharge of its duties as General Partner of the PartnershipPartnership Securities. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest Partners and the Assignees and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) Securities agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.4, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.4); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.7(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.6); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s 's participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act as a member or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPGpartner.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership GroupPartnership, its Subsidiaries and the MLP; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; the repayment or guarantee of obligations of any Group Member; the Partnership, its Subsidiaries and the MLP and the making of capital contributions to any Group Membermember of the Partnership, its Subsidiaries and the MLP; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership GroupPartnership, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the MLP and its Subsidiaries from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.7); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Partnership Securities; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Memberthe MLP through its ownership of the general partner of the MLP; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into a Partnership InterestsInterest, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; , subject to Section 7.6, the lending of funds to other Persons (including other Genesis MLP and any Group MembersMember); , the repayment or guarantee of obligations of Genesis MLP or any Group Member; Member and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including relationships subject, however, to the acquisition of interests in, and the contributions of property to, any Group Member from time to time)restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;; and (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or, unless restricted or prohibited by Section 5.5, the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliatesadditional Partnership Securities and options, including agreements rights, warrants and appreciation rights relating to render services to a Group Member or to itself in the discharge of its duties as General Partner of the PartnershipPartnership Securities. (b) Notwithstanding any other provision of this Agreement, any Group Member the Genesis MLP Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and Assignees and each other Person who acquires may acquire an interest in a the Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Genesis MLP Partnership Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to part of the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Proxy Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Proxy Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, Genesis MLP, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; and its Subsidiaries, subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; the repayment or guarantee of obligations of any Group Member; the Partnership and its Subsidiaries and the making of capital contributions to any Group Membermember of the Partnership and its Subsidiaries; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership GroupPartnership, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member Subsidiaries from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.7); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conductSubject only to the restrictions set forth in Section 8.2, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in under the exclusive management of the General Partner who is authorized to exercise the broadest powers permitted under any applicable state law for general partners of limited partnerships. The authority of the General Partner, not by way of limitation, shall include the power to: a. To execute and no other Partner shall have deliver any management power over and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of taxb. To execute and deliver, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange in furtherance of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets purposes of the Partnership, with any deed, lease, xxxx of sale, mortgage, mortgage note, option, listing agreement, contract or other instrument purporting to convey, encumber, exchange, lease, option or list for sale or lease all or any part of the other party movable and immovable, corporeal or incorporeal property of the Partnership; c. To borrow money and issue evidences of indebtedness and assume existing indebtedness necessary, convenient or incidental to the contract accomplishment of the purposes of the Partnership; d. To deal with, or otherwise engage in business with, or provide services to have no recourse against any person who provides any services to, lends money to, sells property to or purchases property from the Partnership; e. To designate an account or accounts into which Partnership funds may be deposited; to endorse for deposit in or for collection by any bank or corporate institution wherever situated, drafts, checks or other bills of exchange made payable to the Partnership and to withdraw, by check or otherwise, money or deposit in the Partnership’s name in any bank or other depository wheresoever situated; f. To deposit or invest Partnership funds in such interest-bearing or non-interest- bearing investments or bank accounts as it deems advisable to the extent such funds are not then required for Partnership operations and are not required to be distributed pursuant to this Agreement; g. To open one or more investment accounts for the Partnership in which the account supervisor or investment advisor has discretionary authority to sell, purchase and hold securities for the Partnership; provided only that the General Partner retain the power to add or its assets other than its interest in withdraw assets, to modify the Partnership, even if investment objectives and to terminate the same results in the terms of the transaction being less favorable to account; h. To open one or more custodial accounts for the Partnership than would otherwise be for the case); (vi) the distribution safekeeping of cash or cash equivalents stocks, bonds and other securities owned by the Partnership; (vii) i. To retain or employ and coordinate the selection, employment, retention and dismissal services of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneysemployees, accountants, consultants attorneys and contractors other persons necessary or appropriate to carry out the business and purposes of the Partnership, and to designate one or more persons to act as agent and attorney-in-fact to represent the Partnership in such matters as the General Partner or may act on behalf of the Partnership Group and the determination of their compensation and other terms of employment or hiringPartnership; (viii) j. To engage in any kind of activity and to perform and carry out such contracts of any kind necessary to, or in connection with, or incidental to in the maintenance of insurance for furtherance of, the benefit business and purposes of the Partnership Group, the Partners and Indemniteesin accordance with this Agreement; (ix) k. To the formation ofextent that funds of the Partnership are available therefor, or acquisition of an interest in, to pay all debts and the contribution of property and the making of loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing amounts due under permanent and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies other loans to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself l. To perform other duties provided elsewhere in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance be performed by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnerships); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnerships from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.7); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management ownership or operation of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in exercising, on behalf and for the discharge of its duties as General Partner benefit of the Partnership, the Partnership’s rights as a partner of Magellan OLP, Magellan Pipeline and Magellan Pipeline Terminal and the sole member of the Operating General Partner, Magellan Pipeline GP and the General Partner. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreementthe Operating Partnership Agreements of Magellan OLP, Operating General Partner, Magellan Pipeline GP, Magellan Pipeline and Magellan Pipeline Terminal, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreementthe Operating Partnership Agreements of Magellan OLP, Operating General Partner, Magellan Pipeline GP, the Underwriting General Partner, Magellan Pipeline and Magellan Pipeline Terminal, the Simplification Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights and Assumption Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are all related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)documents; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Partner Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.03, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 2.05 and to effectuate the purposes set forth in Section 2.42.04, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.03 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.06(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents held by the Partnership; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.04; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.08); (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative InstrumentsPartnership Interests; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Record Holder and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this AgreementAgreement and the Group Member Agreement of each other Group Member, the Underwriting Omnibus Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Operational Services Agreement and the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement (collectively, the “Transaction Documents”) (in the each case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date hereofsuch Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is was authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall did not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.46.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV)Person; (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; or the Operating Partnership, the lending of funds to other Persons (including other Group Membersthe Operating Partnership, the General Partner and its Affiliates); , the repayment or guarantee of obligations of any Group Member; the Partnership and the Operating Partnership and the making of capital contributions to any Group Memberthe Operating Partnership; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with The New York Stock Exchange, Inc. and any other National Securities Exchange and the delisting of some or all of the Limited Partner Interests Units from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 1.6); (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments;Units; and (xiv) the undertaking of any action in connection with the Partnership’s 's participation in the management of any Group Member; and (xv) Operating Partnership as the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnershiplimited partner. (b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Units hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Partnership Agreement, the Underwriting Agreement, the Conveyance and Contribution Agreement, the Omnibus Merger and Contribution Agreement, the agreements and other documents filed as exhibits to the Registration Rights Agreement Statement, and the other agreements described in or filed as exhibits to a part of the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementUnits; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates XVII), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.42.9 and Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership GroupPartnership; subject to Section 2.9(e) and Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; and the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group MemberPartnership or the General Partner; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership GroupPartnership, the Partners and Indemniteesthe Indemnitees as it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of cash or property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, in the MLP and the contributions of cash or property to, any Group Member to the MLP from time to time)) subject to the restrictions set forth in Sections 2.4 and 2.9; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 7.3); (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Partnership Interests; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Memberthe MLP through its ownership of certain partner interests in the MLP; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, Agreement and the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementInterests; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member the Partnership or any Affiliate of any either of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into a Partnership InterestsInterest, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6, the lending of funds to other Persons (including other Group Membersthe MLP and any member of the Partnership Group); the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including relationships subject to the acquisition of interests in, and the contributions of property to, any Group Member from time to time)restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a the Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement Contribution Agreements and the other agreements and documents described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence sentence, as applicable, and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, the MLP, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner Manager, or its delegate, shall conduct, direct and manage all activities of the PartnershipCompany. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership Company shall be exclusively vested in the General PartnerManager or its delegates, and no other Partner Non-Managing Member shall have any management power over the business and affairs of the PartnershipCompany. In addition to the powers now or hereafter granted to a general partner managing member of a limited partnership liability company under applicable law or that are granted to the General Partner Manager under any other provision of this Agreement, the General PartnerManager, subject to Section 7.47.5, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the PartnershipCompany, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Membership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the PartnershipCompany; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership Company or the merger or other combination of the Partnership Company with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 7.5 or Article XIV); (iv) the use of the assets of the Partnership Company (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Company Group; subject to Section 7.8(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership Company under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the caseCompany); (vi) the distribution of cash or cash equivalents by the PartnershipCompany cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Company Group, the Partners Members and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the PartnershipCompany, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Membership Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.7); (xiii) the purchase, sale or other acquisition or disposition of Partnership Membership Interests, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Membership Interests; (xiv) the undertaking of any action in connection with the PartnershipCompany’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner Manager of the PartnershipCompany. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Members and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person Membership Interests or is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the each case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner Manager (on its own behalf or on behalf of the PartnershipCompany) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership Company without any further act, approval or vote of the Partners, Members or the other Persons who may acquire an interest in Partnership Membership Interests or are is otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General PartnerManager, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner Manager or any Affiliate of the General Partner Manager of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner Manager of any duty that the General Partner Manager may owe the Partnership Company or the Partners Non-Managing Members or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.46.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV)Person; (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; or the Operating Partnership, the lending of funds to other Persons (including other Group Membersthe Operating Partnership, the General Partner and its Affiliates); , the repayment or guarantee of obligations of any Group Member; the Partnership and the Operating Partnership and the making of capital contributions to any Group Memberthe Operating Partnership; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with The New York Stock Exchange, Inc. and any other National Securities Exchange and the delisting of some or all of the Limited Partner Interests Units from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 1.6); (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments;Units; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) Operating Partnership as the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnershiplimited partner. (b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Units hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Partnership Agreement, the Underwriting Agreement, the Conveyance and Contribution Agreement, the Omnibus Merger and Contribution Agreement, the agreements and other documents filed as exhibits to the Registration Rights Agreement Statement, and the other agreements described in or filed as exhibits to a part of the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementUnits; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates XVII), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnerships); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnerships from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management ownership or operation of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in exercising, on behalf and for the discharge of its duties as General Partner benefit of the Partnership, the Partnership’s rights as the sole stockholder of the Operating General Partner. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreementthe Operating Partnership Agreement of Magellan OLP, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreementthe Operating Partnership Agreement of Magellan OLP, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, dated as of the Registration Rights Agreement Closing Date, among The Xxxxxxxx Companies, Inc., Xxxxxxxx Energy Services, LLC, Xxxxxxxx Natural Gas Liquids, Inc., Xxxxxxxx Pipe Line Company, LLC, Xxxxxxxx Information Services Corporation, the Predecessor General Partner, the Partnership and Magellan OLP, the Contribution and Conveyance Agreement, and the other agreements and other described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Company); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Company from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of Operating Company or any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner other subsidiary of the PartnershipPartnership as a member or partner. (b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Company Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Company Agreement, the Underwriting Agreement, the Omnibus Agreement, the First Contribution Agreement, the Omnibus Closing Contribution Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:following:‌ (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnership); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate (if such insurance is not maintained pursuant to the Administrative Services Agreement); (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management ownership or operation of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in exercising, on behalf and for the discharge of its duties as General Partner benefit of the Partnership, the Partnership’s rights as the sole stockholder of the Operating General Partner. (b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest Partners and Assignees and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.Securities hereby

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into a Partnership InterestsInterest, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the MLP and any member of the Partnership Group; subject to Section 7.6, the lending of funds to other Persons (including other Group Membersthe MLP and any member of the Partnership Group); the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of Partnership cash or cash equivalents by the Partnership(subject to Section 6.2); (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including relationships subject to the acquisition of interests in, and the contributions of property to, any Group Member from time to time)restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;; and (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xivi) the undertaking of any action in connection with the Partnership’s participation in its Subsidiaries as the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member sole member or to itself in the discharge of its duties as General Partner of the Partnershipstockholder. (b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a the Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Contribution Agreement and the other agreements and documents described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence sentence, as applicable, and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, the MLP, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The Managing General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the Managing General Partner, and no other neither the Special General Partner nor any Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the Managing General Partner under any other provision of this Agreement, the Managing General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Intermediate Partnership or the Operating Subsidiary); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner Partners or its their assets other than its their interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Intermediate Partnership or the Operating Subsidiary from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to Operating Subsidiary as a Group Member or to itself in the discharge of its duties as General Partner of the Partnershipmember. (b) Notwithstanding any other provision of this Agreement, any Group Member the Intermediate Partnership Agreement, the Operating Subsidiary Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Subsidiary Agreement, the Intermediate Partnership Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement Contribution Agreement, and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the Managing General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General PartnerPartners, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the Managing General Partner or any Affiliate of the Managing General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner Partners of any duty that the General Partner Partners may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Partner Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of Partnership cash or cash equivalents by the Partnershipequivalents; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative InstrumentsPartnership Interests; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Record Holder and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the IPO Underwriting Agreement, the Underwriting Omnibus Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Services and Secondment Agreement and the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement (collectively, the “Transaction Documents”) (in the each case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date hereofsuch Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Partnership Securities; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Xxxxxxxx Islands Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Contribution Agreement, any Group Member Agreement of any other Group Member and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, Group and the Partners and IndemniteesPartners; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Partnership Agreement, the Underwriting Agreement, the Omnibus Agreement, the Contribution Agreement, the Omnibus Pipelines and Terminals Storage and Throughput Agreement, the Registration Rights Agreement Indenture and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into a Partnership InterestsInterest, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; , including investments in and any contributions to JV Entities, subject to Section 7.6, the lending of funds to other Persons (including other Group Membersthe MLP and any member of the Partnership Group); , the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; or any JV Entity and the making of capital contributions to any Group MemberMember or JV Entity; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including contracts, conveyances or instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results these arrangements result in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including relationships subject to the acquisition of interests in, and the contributions of property to, any Group Member from time to time)restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the MLP Agreement the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and Assignees and each other Person who acquires may acquire an interest in a the Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Partnership Agreement, the MLP Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights and Conveyance Agreement and the other agreements agreements, documents and instruments described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer or attorney-in-fact of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, the MLP, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); , the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any other limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of Operating Partnership or any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner other subsidiary of the PartnershipPartnership as a member or partner. (b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Partnership Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner Partners shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner all powers to delegate its rights manage and power to other Persons, all management powers over control the business and affairs of the Partnership shall be exclusively vested in the General PartnerPartners, and no other Partner shall have any management power over the business and affairs of the Partnership. The management and control power of the Special General Partner over the business and affairs of the Partnership are provided in, and limited to, Section 7.3. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the Managing General Partner under any other provision of this Agreement, the Managing General Partner, subject in each instance to the extent relevant (whether or not specifically noted below) to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, subject to any prior approval that may be required by Section 7.4 or Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group MemberMember (the matters described in this clause (iv) being subject, however, to subject to Section 7.6(a)); (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the Managing General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Partnership Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval required under Section 4.8); (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Partnership Interests; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group MemberMember through its directors, officers, employees or the Partnership’s direct or indirect ownership of Group Members; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as Managing General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Limited Partners and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this AgreementAgreement and the Group Member Agreement of each other Group Member, the Underwriting AgreementOmnibus Agreement (in substantially the form circulated prior to the date hereof, without giving effect to any amendments, supplements or restatements after the Effective Date), the Contribution AgreementAgreement (in substantially the form circulated prior to the date hereof, without giving effect to any amendments, supplements or restatements after the Omnibus Agreement, the Registration Rights Agreement Effective Date) and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the Managing General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementInterests; and (iii) agrees that (A) the execution, delivery or performance by the Managing General Partner, the Special General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the Managing General Partner or any Affiliate of the Managing General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the a General Partner of any duty that the such General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the Partnership; (vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans subject to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership GroupGroup or making investments in or loans to JV Entities; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Intermediate Partnership); the repayment or guarantee of obligations of the Partnership Group or any Group Member; JV Entity and the making of capital contributions to any Group MemberMember or JV Entity; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including contracts, conveyances or instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results these arrangements result in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Intermediate Partnership from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) unless restricted or prohibited by Section 5.7, the issuance, purchase, sale or other acquisition or disposition of Partnership InterestsSecurities or options, or the issuance of Derivative Instruments;rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s 's participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to Intermediate Partnership as a Group Member or to itself in the discharge of its duties as General Partner of the Partnershippartner. (b) Notwithstanding any other provision of this Agreement, any Group Member the Intermediate Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Intermediate Partnership Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights and Conveyance Agreement and the other agreements agreements, documents and instruments described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer or attorney-in-fact of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. A. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no other Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3 hereof, shall have full power and authority to do all things and on such terms as it determines to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof, including the followingincluding, without limitation: (i1) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtednessindebtedness (including the securing of same by deed to secure debt, including indebtedness that is convertible mortgage, deed of trust or exchangeable into Partnership Interests, other lien or encumbrance on the Partnership's assets) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership; (ii2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii3) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the Partnership with or into another Person entity (all of the matters described in this clause (iii) being subject, however, foregoing subject to any prior approval that may be only to the extent required by Section 7.4 or Article XIV7.3 hereof); (iv4) the use of the assets of the Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, without limitation, the financing of the conduct of the operations of the General Partner, the Partnership Group; or any of the Partnership's Subsidiaries, the lending of funds to other Persons (including other Group Members); including, without limitation, the Partnership's Subsidiaries) and the repayment or guarantee of obligations of the Partnership and its Subsidiaries and any Group Member; other Person in which it has an equity investment and the making of capital contributions to any Group Memberits Subsidiaries; (v5) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the Partnership; (6) the negotiation, execution execution, and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of General Partner considers useful or necessary to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with 's operations or the other party to the contract to have no recourse against implementation of the General Partner or its assets Partner's powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other than its interest in professional advisors and other agents and the payment of their expenses and compensation out of the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)'s assets; (vi7) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (8) holding, managing, investing and reinvesting cash equivalents by and other assets of the Partnership; (vii9) the selectioncollection and receipt of revenues and income of the Partnership; (10) the establishment of one or more divisions of the Partnership, employment, retention the selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner division of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to executeincluding, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreementswithout limitation, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.employees

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.42.9 and Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership GroupPartnership; subject to Section 2.9(e) and Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; and the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group MemberPartnership or the General Partner; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary,” and “”treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership GroupPartnership, the Partners and Indemniteesthe Indemnitees as it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of cash or property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, in the MLP and the contributions of cash or property to, any Group Member to the MLP from time to time)) subject to the restrictions set forth in Section 2.4 and Section 2.9; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 7.3); (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Partnership Interests; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Memberthe MLP through its ownership of certain partner interests in the MLP; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Investors’ Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Operating Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementInterests; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member the Partnership or any Affiliate of any either of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Partner Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents held by the Partnership; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative InstrumentsPartnership Interests; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Record Holder and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the IPO Underwriting Agreement, the Underwriting Private Placement Purchase Agreement, the Omnibus Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Operating Agreement and the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement (collectively, the “Transaction Documents”) (in the each case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date hereofsuch Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.7); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Partnership Securities; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this AgreementAgreement and the Group Member Agreement of each other Group Member, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into a Partnership InterestsInterest, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; , subject to Section 7.6, the lending of funds to other Persons (including other Group Membersthe MLP and any member of the Partnership Group); , the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including relationships subject to the acquisition of interests in, and the contributions of property to, any Group Member from time to time)restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and Assignees and each other Person who acquires may acquire an interest in a the Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Partnership Agreement, the MLP Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Contribution and Conveyance Agreement and the other agreements and documents described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, the MLP, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Partnership in the U.S. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative InstrumentsPartnership Interests; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Record Holder and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the IPO Underwriting Agreement, the Underwriting Omnibus Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement Terminaling Services Agreements and the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement (collectively, the “Transaction Documents”) (in the each case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date hereofsuch Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party or parties to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipAvailable Cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.7); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Partnership Securities; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this AgreementAgreement and the Group Member Agreement of each other Group Member, the Underwriting Agreement, the Contribution Agreement, the Omnibus Purchase Agreement, the Registration Rights Agreement, the Omnibus Agreement and the any other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)such agreements; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform each of the agreements referred to in clause (i) of this sentence paragraph and the any other agreements, acts, transactions and matters described in or contemplated by the Registration Statement hereby and thereby on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s 's participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to Member as a Group Member member or to itself in the discharge of its duties as General Partner of the Partnershippartner. (b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Company Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Underwriting Agreement, the Underwriting Omnibus Agreement, the Contribution Agreement, the Omnibus Operating Company Agreement, the Registration Rights Agreement any other limited liability company or partnership agreement of any other Group Member and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into a Partnership InterestsInterest, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; , subject to Section 7.6, the lending of funds to other Persons (including other Group Membersthe MLP and any member of the Partnership Group); , the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including relationships subject to the acquisition of interests in, and the contributions of property to, any Group Member from time to time)restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and Assignees and each other Person who acquires may acquire an interest in a the Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Partnership Agreement, the Omnibus Agreement, the Registration Rights Agreement Xxxxxxxx Crude Oil Sales Contract and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Purchase Agreements; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreementsentence; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, the MLP, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The Managing General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the Managing General Partner, and no other Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the Managing General Partner under any other provision of this Agreement, the Managing General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV)Person; (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; , the lending of funds to other Persons (including other Group Membersthe MLP, the General Partners and their Affiliates); , the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner Partners or its their assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such Such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemnitees(including the assets of the Partnership) as it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)relationships; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and (xi) the indemnification Indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) Partners agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the Managing General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement [(including any agreement necessary or desirable in the exercise by event that the General Partnership, the Class A Limited Partner or any Affiliate direct or indirect parent seeks to make a public or private offering of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates therein)], shall not constitute a breach by the Managing General Partner of any duty that the Managing General Partner may owe the Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the Partnership; (vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the Partnership; (vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Partnership Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; (xv) subject to Section 7.4, the undertaking of any action in connection with the Partnership’s participation and management of the Operating Company as the Operating Company’s managing member or a unitholder in the Operating Company; and (xvxvi) the entering into of agreements with any of its Affiliates, including any agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Operational Services and Secondment Agreement, the Omnibus Agreement, the Registration Rights Exchange Agreement and the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement and to which the Partnership is a party (collectively, the “Transaction Documents”) (in the each case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date hereofsuch Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability all decisions respecting any matter set forth herein or otherwise affecting or arising out of the General Partner to delegate its rights and power to other Persons, all management powers over conduct of the business and affairs of the Partnership shall be exclusively vested in made by the General Partner, and no other the General Partner shall have any management power over the exclusive right and full authority and responsibility to manage, conduct, control and operate the Partnership's business and affairs of effect the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision purposes and provisions of this Agreement, the . The General Partner, subject to Section 7.4, Partner shall have full power and authority to do all things and on such terms as it determines to be behalf of the Partnership deemed necessary or appropriate to desirable by it in the conduct of the business of the Partnership, to exercise including, but not limited to, exercising all of the powers set forth contained in Section 2.5 3.02 and to effectuate the purposes set forth specified in Section 2.43.01. The power and authority of the General Partner pursuant to this Agreement shall be liberally construed to encompass the General Partner's undertaking, including on behalf of the followingPartnership, all acts and activities in which a limited partnership may engage under the Delaware Act. The power and authority of the General Partner shall include, but shall not be limited to, the power and authority on behalf of the Partnership and at the expense of the Partnership: (i) To cause the making of any expendituresPartnership to execute, deliver and perform the Reorganization Agreement, the lending Indemnification and Reimbursement Agreement and all other agreements, documents and instruments as the General Partner may deem necessary or borrowing of money, appropriate to consummate the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligationstransactions contemplated thereby; (ii) To cause the making of taxPartnership to take all such actions as may be necessary or appropriate to effect the Reorganization, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over including the Alliance Holding Contribution; (iii) To make all operating decisions concerning the business or assets of the Partnership; (iiiiv) To cause the acquisitionPartnership to acquire, dispositiondispose of, mortgage, pledge, encumbranceencumber, hypothecation hypothecate, assign in trust for creditors, or exchange of any or all of the assets of or properties (including the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subjectAssets), howeverincluding, to any prior approval that may be required by Section 7.4 or Article XIV)but not limited to, its goodwill; (ivv) the To use of the assets or properties of the Partnership (including including, but not limited to, cash on hand) for any purpose consistent with the terms of this Agreementpurpose, including and on any terms, including, but not limited to, the financing of the conduct of the operations of the Partnership Group; operations, the lending of funds to other Persons (Persons, including other Group Members); Alliance Holding, the repayment or guarantee of obligations of any Group Member; the Partnership, the conduct of additional Partnership operations and the making purchase or acquisition of capital contributions to interests in properties or other assets, including, but not limited to, such interests in real property as may be acquired in connection with arrangements for the use of facilities in connection with the Partnership's operations or the acquisition of any Group Memberother assets or interests in property; (vvi) To negotiate, execute, amend and terminate, and to cause the negotiationPartnership to perform, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all it considers useful or particular assets of the Partnership, with the other party necessary to the contract to have no recourse against conduct of Partnership operations or the General Partner or implementation of its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the Partnershippowers under this Agreement; (vii) the selection, employment, retention To select and dismissal of dismiss employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their to determine compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, To form any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including the acquisition of interests inentities or relationships that it deems desirable, and contribute to such partnerships, ventures, corporations or other entities any or all of the contributions assets and properties of property tothe Partnership, and if the General Partner is a partner or participant in any Group Member from time such entity or relationship to timeaccord the General Partner a share in the income of such entity or relationship; (ix) To issue additional securities or additional Limited Partnership Interests or additional classes or series of Limited Partnership Interests pursuant to the provisions of Section 4.02, and on behalf of the Partnership (but subject to the other provisions of this Agreement); (x) To purchase, sell or otherwise acquire or dispose of Limited Partnership Interests, at such times and on such terms as it deems to be in the control best interests of the Partnership; (xi) To maintain or cause to be maintained records of all rights and interests acquired or disposed of by the Partnership, all correspondence relating to the business of the Partnership and the original records (or copies on such media as the General Partner may deem appropriate) of all statements, bills and other instruments furnished the Partnership in connection with its business; (xii) To maintain records and accounts of all operations and expenditures, make all filings and reports required under applicable rules and regulations of any matters affecting governmental department, bureau, or agency, any securities exchange, any automated quotation system of a registered securities association, and any self-regulatory body, and furnish the rights Partners with all necessary United States federal, state or local income tax reporting information or such information with respect to any other jurisdiction; (xiii) To purchase and maintain, at the expense of the Partnership, liability, indemnity, and any other insurance (including, but not limited to, errors and omissions insurance and insurance to cover the obligations of the Partnership under Section 6.09), sufficient to protect the Partnership, the General Partner, their respective officers, directors, employees, agents, partners and Affiliates, or any other Person, from those liabilities and hazards which may be insured against in the conduct of the business and in the management of the business and affairs of the Partnership; (xiv) To make, execute, assign, acknowledge and file on behalf of the Partnership all documents or instruments of any kind which the General Partner may deem necessary or appropriate in carrying out the purposes and business of the Partnership, including but not limited to, powers of attorney, agreements of indemnification, contracts, deeds, options, loan obligations, mortgages, notes, documents, or instruments of any kind or character, and amendments thereto, any of which may contain confessions of judgment against the bringing Partnership. No Person dealing with the General Partner shall be required to determine or inquire into the authority or power of the General Partner to bind the Partnership or to execute, acknowledge or deliver any and defending of actions at law or all documents in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigationconnection therewith; (xixv) To borrow money and to obtain credit in such amounts, on such terms and conditions, and at such rates of interest and upon such other terms and conditions as the indemnification General Partner deems appropriate, from banks, other lending institutions, or any other Person, the Partners or any of their Affiliates, for any Person against liabilities purpose of the Partnership, and contingencies to pledge, assign, or otherwise encumber or alienate all or any portion of the extent permitted by lawPartnership Assets, including any income therefrom, to secure or provide for the repayment thereof. As between any lender and the Partnership, it shall be conclusively presumed that the proceeds of such loans are to be and will be used for the purposes authorized herein and that the General Partner has the full power and authority to borrow such money and to obtain such credit; (xiixvi) To assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the entering into listing credit of the Partnership, to secure any of the obligations, contracts or liabilities of the Partnership by mortgage, pledge or other encumbrance of all or any part of the property and income of the Partnership; (xvii) To invest funds of the Partnership in interest-bearing and non-interest-bearing accounts and short- term investments including, but not limited to, obligations of federal, state and local governments and their agencies, money market and mutual funds (including, but not limited to, those managed by the Partnership) and any type of debt or equity securities (including repurchase agreements with and without regard to restrictions on maturities); (xviii) To make any National Securities Exchange election on behalf of the Partnership as is or may be permitted under the Code or under the taxing statutes or rules of any state, local, foreign or other jurisdiction, and to supervise the delisting preparation and filing of all tax and information returns which the Partnership may be required to file; (xix) To employ and engage suitable agents, employees, advisers, consultants and counsel (including any custodian, investment adviser, accountant, attorney, corporate fiduciary, bank or other reputable financial institution, or any other agents, employees or Persons who may serve in such capacity for the General Partner or any Affiliate of the General Partner) to carry out any activities which the General Partner is authorized or required to carry out or conduct under this Agreement, including, but not limited to, a Person who may be engaged to undertake some or all of the Limited general management, property management, financial accounting and recordkeeping or other duties of the General Partner, to indemnify such Persons on behalf of the Partnership against liabilities incurred by them in acting in such capacities and to rely on the advice given by such Persons, it being agreed and understood that the General Partner Interests from, shall not be responsible for any acts or requesting that trading be suspended on, omissions of any such exchangePersons and shall assume no obligations in connection therewith other than the obligation to use due care in the selection thereof; (xiiixx) the purchaseTo pay, sale extend, renew, modify, adjust, submit to arbitration, prosecute, defend, confess or other acquisition or disposition compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of Partnership Interestsaction, or claim, including taxes, either in favor of or against the issuance of Derivative InstrumentsPartnership; (xivxxi) To qualify the undertaking Partnership to do business in any state, territory, dependency or foreign country; (xxii) To distribute cash or Partnership Assets to Partners in accordance with Article 5; (xxiii) In accordance with Section 2.05, to restrict trading in Limited Partnership Interests or to reconstitute and convert the Partnership into such entity as shall be determined in accordance therewith; (xxiv) To take such other action with respect to the manner in which the Limited Partnership Interests are being or may be transferred or traded as the General Partner deems necessary or appropriate; (xxv) To take all such actions as may be necessary or appropriate to maintain or alter the one-for-one exchange ratio of any action in connection with the Partnership’s participation Limited Partnership Interests for Alliance Holding LP Units or Alliance Holding limited partnership interests, and vice versa, in the management event that any circumstance exists or is reasonably expected to exist which the General Partner determines in its sole discretion would render inappropriate the use of such exchange ratio; (xxvi) To possess and exercise any Group Memberadditional rights and powers of a general partner under the partnership laws of Delaware (including, but not limited to, the Delaware Act) and any other applicable laws, to the extent not inconsistent with this Agreement; and (xvxxvii) In general, to exercise in full all of the entering into powers of the Partnership as set forth in Section 3.02 and to do any and all acts and conduct all proceedings and execute all rights and privileges, contracts and agreements with of any kind whatsoever, although not specifically mentioned in this Agreement, that the General Partner may deem necessary or appropriate to the conduct of its Affiliates, including agreements to render services to a Group Member the business and affairs of the Partnership or to itself in carry out the discharge of its duties as General Partner purposes of the Partnership. The specific expression of any power of authority of the General Partner in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement Partners hereby (i) approves, ratifies and confirms the execution, delivery and performance by of the parties thereto of this Reorganization Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Indemnification and Reimbursement Agreement and each other agreement, document and instrument as the other agreements described in General Partner may deem necessary or filed as exhibits appropriate to the Registration Statement that are related to consummate the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreementthereby, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) and agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence Reorganization Agreement, the Indemnification and the Reimbursement Agreement and such other agreements, acts, documents and instruments and the transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership thereby without any further act, approval or vote of the Partners, or the notwithstanding any other Persons who may acquire an interest in Partnership Interests or are otherwise bound by provision of this Agreement; and (iii) agrees that (A) , the execution, delivery or performance by the General Partner, any Group Member Delaware Act or any Affiliate of other applicable law, rule or regulation. (c) The General Partner shall use all reasonable efforts to cause to be filed any of them of this Agreement certificates or any agreement authorized or permitted under this Agreement (including the exercise filings as may be determined in its sole discretion by the General Partner to be reasonable and necessary or appropriate for the formation and continuation and operation of a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Delaware or any Affiliate of other state in which the General Partner of Partnership elects to do business. To the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty extent that the General Partner may owe in its sole discretion determines such action to be reasonable and necessary or appropriate, the General Partner thereafter (i) shall file any necessary amendments to the Certificate of Limited Partnership, including, but not limited to, amendments to reflect successor or additional general partners admitted pursuant to Section 13.02 and (ii) shall otherwise do all things (including the appointment of registered agents of the Partnership or and management of registered offices of the Partners Partnership) requisite to the maintenance of the Partnership as a limited partnership under the laws of the State of Delaware or any other Persons under this Agreement state in which the Partnership may elect to do business. If permitted by applicable law, the General Partner may omit from the Certificate of Limited Partnership and from any other certificates or documents filed in any state in order to qualify the Partnership to do business therein, and from all amendments thereto, the names and addresses of the Partners (other than the General Partner) and information relating to the Contributions and shares of profits and compensation of the Partners (other than the General Partner) or state such information in the aggregate rather than with respect to each individual Partner. Except as provided in Section 7.05(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership or any other agreements) or of amendment thereto to any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPGLimited Partner.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.4Sections 2.9, 7.3 and 12.9, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership GroupPartnership; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; and the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group MemberPartnership or the General Partner; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership GroupPartnership, the Partners and Indemniteesthe Indemnitees as it deems necessary or appropriate (if such insurance is not maintained pursuant to the Administrative Services Agreement); (ix) the formation of, or acquisition of an interest in, and the contribution of cash or property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, in the MLP and the contributions of cash or property to, any Group Member to the MLP General Partner from time to time)) subject to the restrictions set forth in Sections 2.4 and 2.9; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Partnership Securities; (xiv) the undertaking of any action in connection with the Partnership’s participation in themanagement of the management MLP through its ownership of any Group Memberthe MLP General Partner and certain common units representing limited partner interestsin the MLP; and (xv) cause to be registered for resale under the entering into agreements with any of its AffiliatesSecurities Act and applicable state securities laws, including agreements to render services to a Group Member or to itself in the discharge of its duties as Partnership Securities held by the General Partner or any Affiliate of the PartnershipGeneral Partner; provided, however that such registration for resale of any Partnership Securities shall be subject to certain restrictions and limitations. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Administrative Services Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to a part of the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member the Partnership or any Affiliate of any either of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner Partnership of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Finance Company); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Finance Company from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of Finance Company or any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner other subsidiary of the PartnershipPartnership as a member or partner. (b) Notwithstanding any other provision of this Agreement, any Group Member the Finance Company Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Finance Company Agreement, the Underwriting Agreement, the Omnibus Agreement, the First Contribution Agreement, the Omnibus Closing Contribution Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership GroupPartnership, its Subsidiaries and the MLP; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; the repayment or guarantee of obligations of any Group Member; the Partnership, its Subsidiaries and the MLP and the making of capital contributions to any Group Membermember of the Partnership, its Subsidiaries and the MLP; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership GroupPartnership, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the MLP and its Subsidiaries from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.7); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Partnership Securities; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Memberthe MLP through its ownership of the general partner of the MLP; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the Partnership; (vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.Section

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. A. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no other Partner . The Limited Partners shall not have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3 hereof, shall have full power and authority to do all things and on such terms as it determines to be deemed necessary or appropriate desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof, including the followingincluding, without limitation: (i1) the execution, acknowledgment, verification, delivery, filing and recording, for and in the name of the Partnership, and, to the extent necessary, GP-1 and LP-l, of any and all documents and instruments, (2) the making of any expenditures, the lending or borrowing of moneymoney (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit LXP (so long as LXP qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its stockholders sufficient to permit LXP to maintain REIT status) and the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii3) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person entity (all of the matters described in this clause (iii) being subject, however, foregoing subject to any prior approval that may be only to the extent required by Section 7.4 or Article XIV7.3 hereof); (iv4) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms the General Partner sees fit, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions or loans to any Group Memberits Subsidiaries; (v5) the management, operation, leasing, landscaping, repair, alteration, demolition or improvement of any real property or improvements owned by the Partnership or any Subsidiary of the Partnership; (6) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of General Partner considers useful or necessary to the Partnership under contractual arrangements to all or particular assets conduct of the Partnership, with 's operations or the other party to the contract to have no recourse against implementation of the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case)Partner's powers under this Agreement; (vi7) the distribution of Partnership cash or cash equivalents by the Partnershipother Partnership assets in accordance with this Agreement; (vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) 8) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, partnerships or joint ventures, corporations, limited liability companies or other Persons (including ventures that the acquisition of interests in, and the contributions of property to, any Group Member from time to time)General Partner deems desirable; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv9) the undertaking of any action in connection with the Partnership’s participation 's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the management contribution or loan of funds by the Partnership to such Persons); (10) the determination of the fair market value of any Group MemberPartnership property distributed in kind using such reasonable method of valuation as the General Partner may adopt; (11) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; and (xv12) the entering into making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements with in writing necessary or appropriate in the judgment of the General Partner for the accomplishment of any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge powers of its duties as the General Partner of the Partnershipenumerated in this Agreement. (b) Notwithstanding any other provision of this Agreement, any Group Member AgreementB. At all times from and after the date hereof, the Delaware Act or any applicable law, rule or regulation, each of General Partner may cause the Partners, each other Person who acquires an interest in a Partnership Interest to obtain and each other Person bound by this Agreement hereby maintain (i) approvescasualty, ratifies liability and confirms other insurance on the executionproperties of the Partnership and (ii) liability insurance for the Indemnitees hereunder. C. At all times from and after the date hereof, delivery the General Partner may cause the Partnership to establish and performance by maintain any and all reserves, working capital accounts and other cash or similar balances in such amounts as the parties thereto of General Partner, in its sole discretion, deems appropriate and reasonable from time to time. D. In exercising its authority under this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to executemay, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates but shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.be

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Partner Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilitiesLiabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable into for Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents held by the Partnership; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities Liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative InstrumentsPartnership Interests; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Record Holder and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the Group Member Agreement of each other Group Member, the IPO Underwriting Agreement, the Underwriting Omnibus Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Operational Services and Secondment Agreement and the other agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by the IPO Registration Statement (collectively, the “Transaction Documents”) (in the each case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date hereofsuch Person becomes bound by the provisions of this Agreement); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the IPO Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.

Management. 61 (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or 7.3 and Article XIV); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instrumentsoptions, rights, warrants, appreciation rights and tracking and phantom interests relating to Partnership Securities; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this AgreementAgreement and the Group Member Agreement of each other Group Member, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this 63 Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability : All decisions respecting any matter set forth herein or otherwise affecting or arising out of the General Partner to delegate its rights and power to other Persons, all management powers over conduct of the business and affairs of the Partnership shall be exclusively vested in made by the General Partner, and no other the General Partner shall have any management power over the exclusive right and full authority and responsibility to manage, conduct, control and operate the Partnership's business and affairs of effect the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision purposes and provisions of this Agreement, the . The General Partner, subject to Section 7.4, Partner shall have full power and authority to do all things and on such terms as it determines to be behalf of the Partnership deemed necessary or appropriate to desirable by it in the conduct of the business of the Partnership, to exercise including, but not limited to, exercising all of the powers set forth contained in Section 2.5 3.02 and to effectuate the purposes set forth specified in Section 2.43.01. The power and authority of the General Partner pursuant to this Agreement shall be liberally construed to encompass the General Partner's undertaking, including on behalf of the followingPartnership, all acts and activities in which a limited partnership may engage under the Delaware Act. The power and authority of the General Partner shall include, but shall not be limited to, the power and authority on behalf of the Partnership and at the expense of the Partnership: (i) To cause the making of any expendituresPartnership to execute, deliver and perform the Reorganization Agreement, the lending Indemnification and Reimbursement Agreement and all other agreements, documents and instruments as the General Partner may deem necessary or borrowing of money, appropriate to consummate the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligationstransactions contemplated thereby; (ii) To cause the making Partnership to take all such actions as may be necessary or appropriate to effect the Reorganization, including, but not limited to, consummating the Alliance Capital Contribution and the Exchange and serving as a limited partner of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over Alliance Capital; (iii) To make all operating decisions concerning the business or assets of the Partnership; (iiiiv) To cause the acquisitionPartnership to acquire, dispositiondispose of, mortgage, pledge, encumbranceencumber, hypothecation hypothecate, assign in trust for creditors, or exchange of any or all of the assets of or properties (including the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subjectAssets), howeverincluding, to any prior approval that may be required by Section 7.4 or Article XIV)but not limited to, its goodwill; (ivv) the To use of the assets or properties of the Partnership (including including, but not limited to, cash on hand) for any purpose consistent with the terms of this Agreementpurpose, including and on any terms, including, but not limited to, the financing of the conduct of the operations of the Partnership Group; operations, the lending of funds to other Persons (including other Group Members); Persons, the repayment or guarantee of obligations of any Group Member; the Partnership, the conduct of additional Partnership operations and the making purchase or acquisition of capital contributions to interests in properties or other assets, including, but not limited to, such interests in real property as may be acquired in connection with arrangements for the use of facilities in connection with the Partnership's operations or the acquisition of any Group Memberother assets or interests in property; (vvi) To negotiate, execute, amend and terminate, and to cause the negotiationPartnership to perform, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all it considers useful or particular assets of the Partnership, with the other party necessary to the contract to have no recourse against conduct of Partnership operations or the General Partner or implementation of its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the Partnershippowers under this Agreement; (vii) the selection, employment, retention To select and dismissal of dismiss employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their to determine compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, To form any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including the acquisition of interests inentities or relationships that it deems desirable, and contribute to such partnerships, ventures, corporations or other entities any or all of the contributions assets and properties of property tothe Partnership, and if the General Partner is a partner or participant in any Group Member from time such entity or relationship to timeaccord the General Partner a share in the income of such entity or relationship; (ix) To issue additional securities or additional Units or Limited Partnership Interests or additional classes or series of Units or Limited Partnership Interests pursuant to the provisions of Section 4.02, and on behalf of the Partnership (but subject to the other provisions of this Agreement); (x) To purchase, sell or otherwise acquire or dispose of Units or Limited Partnership Interests, at such times and on such terms as it deems to be in the control best interests of the Partnership; (xi) To maintain or cause to be maintained records of all rights and interests acquired or disposed of by the Partnership, all correspondence relating to the business of the Partnership and the original records (or copies on such media as the General Partner may deem appropriate) of all statements, bills and other instruments furnished the Partnership in connection with its business; (xii) To maintain records and accounts of all operations and expenditures, make all filings and reports required under applicable rules and regulations of any matters affecting governmental department, bureau, or agency, any securities exchange, any automated quotation system of a registered securities association, and any self-regulatory body, and furnish the rights Partners and Unitholders with all necessary United States federal, state or local income tax reporting information or such information with respect to any other jurisdiction; (xiii) To purchase and maintain, at the expense of the Partnership, liability, indemnity, and any other insurance (including, but not limited to, errors and omissions insurance and insurance to cover the obligations of the Partnership under Section 6.09), sufficient to protect the Partnership, the General Partner, their respective officers, directors, employees, agents, partners and Affiliates, or any other Person, from those liabilities and hazards which may be insured against in the conduct of the business and in the management of the business and affairs of the Partnership; (xiv) To make, execute, assign, acknowledge and file on behalf of the Partnership all documents or instruments of any kind which the General Partner may deem necessary or appropriate in carrying out the purposes and business of the Partnership, including but not limited to, powers of attorney, agreements of indemnification, contracts, deeds, options, loan obligations, mortgages, notes, documents, or instruments of any kind or character, and amendments thereto, any of which may contain confessions of judgment against the bringing Partnership. No Person dealing with the General Partner shall be required to determine or inquire into the authority or power of the General Partner to bind the Partnership or to execute, acknowledge or deliver any and defending of actions at law or all documents in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigationconnection therewith; (xixv) To borrow money and to obtain credit in such amounts, on such terms and conditions, and at such rates of interest and upon such other terms and conditions as the indemnification General Partner deems appropriate, from banks, other lending institutions, or any other Person, including Alliance Capital, the Partners or Unitholders or any of their Affiliates, for any Person against liabilities purpose of the Partnership, and contingencies to pledge, assign, or otherwise encumber or alienate all or any portion of the extent permitted by lawPartnership Assets, including any income therefrom, to secure or provide for the repayment thereof. As between any lender and the Partnership, it shall be conclusively presumed that the proceeds of such loans are to be and will be used for the purposes authorized herein and that the General Partner has the full power and authority to borrow such money and to obtain such credit; (xiixvi) To assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the entering into listing credit of the Partnership, to secure any of the obligations, contracts or liabilities of the Partnership by mortgage, pledge or other encumbrance of all or any part of the property and income of the Partnership; (xvii) To invest funds of the Partnership in interest-bearing and non-interest-bearing accounts and short-term investments including, but not limited to, obligations of federal, state and local governments and their agencies, money market and mutual funds (including, but not limited to, those managed by the Partnership or Alliance Capital) and any type of debt or equity securities (including repurchase agreements and without regard to restrictions on maturities); (xviii) To make any election on behalf of the Partnership as is or may be permitted under the Code or under the taxing statutes or rules of any state, local, foreign or other jurisdiction, and to supervise the preparation and filing of all tax and information returns which the Partnership may be required to file; (xix) To employ and engage suitable agents, employees, advisers, consultants and counsel (including any custodian, investment adviser, accountant, attorney, corporate fiduciary, bank or other reputable financial institution, or any other agents, employees or Persons who may serve in such capacity for the General Partner or any Affiliate of the General Partner) to carry out any activities which the General Partner is authorized or required to carry out or conduct under this Agreement, including, but not limited to, a Person who may be engaged to undertake some or all of the general management, property management, financial accounting and recordkeeping or other duties of the General Partner, to indemnify such Persons on behalf of the Partnership against liabilities incurred by them in acting in such capacities and to rely on the advice given by such Persons, it being agreed and understood that the General Partner shall not be responsible for any acts or omissions of any such Persons and shall assume no obligations in connection therewith other than the obligation to use due care in the selection thereof; (xx) To pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend, confess or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action, or claim, including taxes, either in favor of or against the Partnership; (xxi) To register, qualify, list or report, to cause to be registered, qualified, listed or reported, or to cause to be de-registered, disqualified or delisted, the Units or Limited Partnership Interests pursuant to the Securities Act, the Securities Exchange Act, and any other securities laws of the United States, the securities laws of any state of the United States, the laws of any other jurisdiction, with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests fromother securities exchange, or requesting that trading be suspended onpursuant to an automated quotation system of a registered securities association, any such exchangeas the General Partner deems appropriate; (xiiixxii) To qualify the Partnership to do business in any state, territory, dependency or foreign country; (xxiii) To distribute cash or Partnership Assets to Partners and Unitholders in accordance with Article 5; (xxiv) In accordance with Section 2.05, to restrict trading in Units and Limited Partnership Interests or to reconstitute and convert the Partnership into such entity as shall be determined in accordance therewith; (xxv) To take such other action with respect to the manner in which the Units and Limited Partnership Interests are being or may be transferred or traded as the General Partner deems necessary or appropriate; (xxvi) To purchase, sale sell or other acquisition otherwise acquire or disposition dispose of Alliance Capital LP Units; (xxvii) To cause the Partnership to take all such actions as may be necessary or appropriate to maintain or alter the one-for-one exchange ratio of Alliance Capital LP Units for Units or Limited Partnership Interests, and vice versa, in the event that any circumstance exists or is reasonably expected to exist which the issuance General Partner determines in its sole discretion would render inappropriate the use of Derivative Instrumentssuch exchange ratio; (xivxxviii) To possess and exercise any additional rights and powers of a general partner under the undertaking partnership laws of Delaware (including, but not limited to, the Delaware Act) and any action in connection other applicable laws, to the extent not inconsistent with the Partnership’s participation in the management of any Group Memberthis Agreement; and (xvxxix) In general, to exercise in full all of the entering into powers of the Partnership as set forth in Section 3.02 and to do any and all acts and conduct all proceedings and execute all rights and privileges, contracts and agreements with of any kind whatsoever, although not specifically mentioned in this Agreement, that the General Partner may deem necessary or appropriate to the conduct of its Affiliates, including agreements to render services to a Group Member the business and affairs of the Partnership or to itself in carry out the discharge of its duties as General Partner purposes of the Partnership. The specific expression of any power of authority of the General Partner in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Each of the Partners, each other Person who acquires an interest in a Partnership Interest Partners and each other Person bound by this Agreement Unitholders hereby (i) approves, ratifies and confirms the execution, delivery and performance by of the parties thereto of this Reorganization Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Indemnification and Reimbursement Agreement and each other agreement, document and instrument as the other agreements described in General Partner may deem necessary or filed as exhibits appropriate to the Registration Statement that are related to consummate the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreementthereby, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) and agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence Reorganization Agreement, the Indemnification and the Reimbursement Agreement and such other agreements, acts, documents and instruments and the transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership thereby without any further act, approval or vote of the Unitholders or Partners, or the notwithstanding any other Persons who may acquire an interest in Partnership Interests or are otherwise bound by provision of this Agreement; and (iii) agrees that (A) , the execution, delivery or performance by the General Partner, any Group Member Delaware Act or any Affiliate of other applicable law, rule or regulation. (c) The General Partner shall use all reasonable efforts to cause to be filed any of them of this Agreement certificates or any agreement authorized or permitted under this Agreement (including the exercise filings as may be determined in its sole discretion by the General Partner to be reasonable and necessary or appropriate for the formation and continuation and operation of a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Delaware or any Affiliate of other state in which the General Partner of Partnership elects to do business. To the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty extent that the General Partner may owe in its sole discretion determines such action to be reasonable and necessary or appropriate, the General Partner thereafter (i) shall file any necessary amendments to the Certificate of Limited Partnership, including, but not limited to, amendments to reflect successor or additional general partners admitted pursuant to Section 13.02 and (ii) shall otherwise do all things (including the appointment of registered agents of the Partnership or and management of registered offices of the Partners Partnership) requisite to the maintenance of the Partnership as a limited partnership under the laws of the State of Delaware or any other Persons under this Agreement state in which the Partnership may elect to do business. If permitted by applicable law, the General Partner may omit from the Certificate of Limited Partnership and from any other certificates or documents filed in any state in order to qualify the Partnership to do business therein, and from all amendments thereto, the names and addresses of the Partners (other than the General Partner) and Unitholders and information relating to the Contributions and shares of profits and compensation of the Partners (other than the General Partner) and Unitholders, or state such information in the aggregate rather than with respect to each individual Partner or Unitholder. Except as provided in Section 7.05(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership or any other agreements) amendment thereto to any Unitholder or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPGLimited Partner.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner or Unitholder (other than the General Partner in its capacity as such) or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.46.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being being, subject, however, to any prior approval that may be required by Section 7.4 6.3 and Article XV or Article XIVXVI); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 6.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its their interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “"president," "chief executive officer,” “" "vice president,” “" "chief financial officer,” “", "chief operating accounting officer,” “general counsel,” “vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 3.1; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into execution of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 11.4); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instrumentsoptions, rights, warrants and appreciation rights relating to Partnership Securities; (xiv) the undertaking of any action in connection with the Partnership’s 's participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the Group Member Agreement of each other agreements described in or filed as exhibits to Group Member, and the Registration Statement that are related to engaging by any Affiliate of the transactions contemplated by the Registration Statement (General Partner in the case transportation, gathering, marketing, storage, treatment or processing of each agreement natural gas or other than this Agreementhydrocarbons and related activities, or any other activities in competition with those of any Group Member, including, without giving effect to limitation, the expansion of existing facilities owned or operated by such Affiliate, the acquisition of additional facilities or the construction of new facilities, even if such activities are in direct competition with the business and activities of the Partnership, any amendments, supplements other Group Member or restatements after the date hereof)Northern Border Pipeline; (ii) agrees that the General Partner (on its own behalf or on behalf through any authorized officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement therein on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) XVII), or the engaging by any Affiliate of the General Partner’s determination to issue equity Partner in any of the activities specified in clause (i) above, even if such activities are in direct competition with the business and activities of the Partnership or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates Group Member, shall not constitute a breach by the General Partner Partner, any officers of the Partnership or any such Affiliate of any duty that the General Partner any such Person may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at stated or implied by law or equity; and (iv) agrees that the General Partner and its designated representatives on the management committee for Northern Border Pipeline shall not be in breach of any standard of care or duty imposed by this Agreement or under the Delaware Act or any applicable law, rule or regulation with respect to the voting of the interest of any member of the Partnership Group on the management committee for the Northern Border Pipeline if such designated representatives acted in equity or otherwisegood faith and in a manner reasonably believed by such person to be in, whether or not such determination was influenced solely or in part by consideration inconsistent with, the best interests of any adverse impact on CPGthe Partnership.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, Group and the Partners and IndemniteesPartners; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) ; the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.7); (xiiixii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xivxiii) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xvxiv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Partnership Agreement, the Underwriting Agreement, the Omnibus Agreement, the Contribution Agreement, the Omnibus Pipelines and Terminals Storage and Throughput Agreement, the Registration Rights Agreement Indenture and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); , the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.7); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to Member as a Group Member member or to itself in the discharge of its duties as General Partner of the Partnershippartner. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and the Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreementany limited liability company agreement, partnership agreement or other organizational document or agreement of any other Group Member, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV);; HI-CRUSH PARTNERS LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the Partnership; (vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time); (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; andand HI-CRUSH PARTNERS LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Each of the Partners, Partners and each other Person who acquires an interest in a Partnership Interest and each other Person who is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in a Partnership Interests or Interest and the Persons who are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership fiduciary or the Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwiseotherwise that the General Partner may owe the Partnership, whether the Limited Partners, the other Persons who acquire a Partnership Interest or not such determination was influenced solely or the Persons who are otherwise bound by this Agreement. (c) As used in part by consideration the following provisions of this Article VII, the term Partnership Interest shall include any adverse impact on CPGDerivative Instruments.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner. The General Partner shall conduct, direct and manage all activities and affairs of the Partnership and its business, and no other Limited Partner or assignee of a Partnership Security shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.11, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.11); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.14(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of Partnership cash or cash equivalents by consistent with the Partnershipdetermination of the Board of Directors; (vii) the selection, employment, retention selection and dismissal of employees, including employees of any Group Members, (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership Group, Group and the Partners and IndemniteesPartners; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)) subject to the restrictions set forth in Section 7.14; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under this Agreement); (xiii) unless restricted or prohibited by Section 5.5, the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instrumentsadditional options, rights, warrants and appreciation rights relating to Partnership Securities; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into of agreements with any of its Affiliates, including agreements Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Xxxxxxxx Islands Act or any applicable law, rule or regulation, each Partner, assignee of the Partners, each a Partnership Security and other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights any Group Member Agreement of any other Group Member and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the assignees of Partnership Securities or any other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnership); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate (if such insurance is not maintained pursuant to the Administrative Services Agreement); (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) the purchase, sale or other acquisition or disposition of Partnership InterestsSecurities, or the issuance of Derivative Instruments;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management ownership or operation of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in exercising, on behalf and for the discharge of its duties as General Partner benefit of the Partnership, the Partnership’s rights as the sole stockholder of the Operating General Partner. (b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, Partners and Assignees and each other Person who acquires may acquire an interest in a Partnership Interest and each other Person bound by this Agreement Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the Operating Partnership Agreement, the Underwriting Agreement, the Contribution Administrative Services Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to a part of the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, Partners or the Assignees or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this AgreementSecurities; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article ARTICLE XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.47.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership InterestsSecurities, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV7.3); (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership GroupGroup or making investments in or loans to JV Entities; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Intermediate Partnerships); the repayment or guarantee of obligations of the Partnership Group or any Group Member; JV Entity and the making of capital contributions to any Group MemberMember or JV Entity; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including contracts, conveyances or instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results these arrangements result in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemniteesas it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Intermediate Partnerships from time to time)) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchangeexchange (subject to any prior approval that may be required under Section 4.8); (xiii) unless restricted or prohibited by Section 5.7, the issuance, purchase, sale or other acquisition or disposition of Partnership InterestsSecurities or options, or the issuance of Derivative Instruments;rights, warrants and appreciation rights relating to Partnership Securities; and (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to Intermediate Partnerships as a Group Member or to itself in the discharge of its duties as General Partner of the Partnershippartner. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreementthe Intermediate Partnership Agreements, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest Partners and the Assignees and each other Person bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement, the Omnibus Agreement, the Registration Rights Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) Securities agrees that (A) the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.

Management. (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other the Limited Partner shall have any no right of control or management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.46.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV)Person; (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; Partnership, the lending of funds to other Persons (including other Group Membersthe MLP, the General Partner and its Affiliates); , the repayment or guarantee of obligations of any Group Member; the Partnership and the making of capital contributions to any Group Membera Subsidiary; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case); (vi) the distribution of cash or cash equivalents by the PartnershipPartnership cash; (vii) the selection, employment, retention selection and dismissal of employees (including employees having titles such as “chief executive officer,” “"president,” “chief financial officer,” “chief operating officer,” “general counsel,” “" "vice president,” “corporate " "secretary” " and “"treasurer”") and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Partnership Group, Group and the Partners and Indemnitees(including the assets of the Partnership) as it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time)relationships; (x) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; and (xi) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange; (xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments; (xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and (xv) the entering into agreements with any of its Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership. (b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement Partners hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this the MLP Agreement, the Underwriting Agreement, the Contribution AgreementEquity Registration Statement, the Omnibus AgreementConveyance and Contribution Agreements, the Registration Rights Agreement agreements and other documents filed as exhibits to the Proxy Statement, and the other agreements described in or filed as exhibits to a part of the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof)Proxy Statement; (ii) agrees that the General Partner (on its own behalf or on behalf through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement thereby on behalf of the Partnership without any further act, approval or vote of the Partners, or the other Persons who may acquire an interest in Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the General Partner, the MLP, any Group Member or any Affiliate of any of them them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Partners Limited Partner or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwise, whether implied by law or not such determination was influenced solely or in part by consideration of any adverse impact on CPGequity.