Common use of Outside Activities Clause in Contracts

Outside Activities. (i) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (ii) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iii) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (iv) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner general partner of the Partnership Partnership, (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, of the Partnership Partnership, the MLP and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member Other Partnerships and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and MLP), (ii) shall not engage in enter into or conduct any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner of the activities required or managing memberauthorized by this Agreement, if any, of one the Other Partnership Agreements or more Group Members the MLP Agreement or as described in or contemplated by the Registration Statement or and (B) the acquiringacquisition, owning ownership or disposing disposition of debt or equity securities partnership interests in any Group Member. Notwithstanding the Partnership, the Other Partnerships and the MLP, except that, notwithstanding the foregoing, the General Partner is only required to devote as much employees of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyperform services for Enron and its Affiliates and (iii) shall cause its Affiliates not to engage in any Restricted Opportunities. (iib) Each Except as described or provided for in the MLP Agreement, the Other Partnership Agreements, the Registration Statement or Section 6.5(a), no Indemnitee shall be expressly or implicitly restricted or proscribed pursuant to the MLP Agreement, this Agreement, the Other Partnership Agreements or the partnership relationship established hereby or thereby from engaging in other activities for profit, whether in the businesses engaged in by the Partnership, the Other Partnerships or the MLP or anticipated to be engaged in by the Partnership, the Other Partnerships, the MLP or otherwise, including, without limitation, in the case of any Affiliates of the General Partner those businesses and activities (other than Restricted Opportunities) in direct competition with the business and activities of the Partnership, the MLP or the Other Partnerships or otherwise described in or contemplated by the Registration Statement. Without limitation of and subject to the foregoing each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including including, without limitation, in the case of any Affiliates of the General Partner business interests and activities (other than Restricted Opportunities) in direct competition with the business and activities of any Group Memberthe Partnership, the MLP or the Other Partnerships, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member the Partnership, the Other Partnerships, the MLP or any Partner or AssigneePartners. None of any Group MemberNeither the Partnership, the Other Partnerships, the MLP, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreementthe Other Partnership Agreements, the MLP Agreement or the partnership relationship established hereby or thereby in any business ventures of any IndemniteeIndemnitee (subject, in the case of the General Partner, to compliance with Section 6.5(c)) and such Indemnitees shall have no obligation to offer any interest in any such business ventures to the Partnership, the Other Partnerships, the MLP, any Limited Partner or any other Person. (iiic) Notwithstanding Subject to the terms of Sections 6.5(a) and (b) but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by of any Indemnitees (other than the General Partner) is are hereby approved by the Partnership and all Partners, Partners and (ii) it shall be deemed not to be a breach of any the General Partner's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than General Partner to permit an Affiliate of the General Partner) Partner to engage engage, or for any such Affiliate to engage, in such a business interests and activities opportunity in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (iv) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionRestricted Opportunities).

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the IPO Registration Statement or Statement, (B) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding , (C) the foregoingguarantee of, the General Partner is only required to devote as much and mortgage, pledge, or encumbrance of any or all of its time to assets in connection with, any indebtedness of any Group Member or (D) the Partnership as is necessary to manage performance of its obligations under the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyOmnibus Agreement. (iib) Each Indemnitee Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise, to any Group Member or any Partner Partner, provided that such Unrestricted Person does not engage in such business or Assigneeactivity using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any IndemniteeUnrestricted Person. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of the General Partner or any Indemnitee other Unrestricted Person for the Indemnitees Unrestricted Persons (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees Unrestricted Persons shall have no obligation hereunder or as a result of any duty expressed otherwise existing at law, in equity or implied by law otherwise, to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this AgreementAgreement or any duty otherwise existing at law or in equity, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person bound by this Agreement for breach of any fiduciary or other duty by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (iv) The General Partner and each of its Affiliates may acquire Units Person or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units does not communicate such opportunity or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect information to the General Partner shall Partnership, provided that such Unrestricted Person does not include any Group Member. (v) The Partners (and the General Partner engage in such business or activity using confidential or proprietary information provided by or on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, Partnership to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionsuch Unrestricted Person.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner general partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or managing member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or Statement, (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing; provided, however, that neither clause (i) or clause (ii) shall prohibit the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyfrom owning, directly or indirectly, limited partner interests or limited liability company interests in another Person. (iib) Each Except as specifically restricted by Section 7.5(a), each Group Member and Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or AssigneePartner. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the MLP Agreement or the partnership relationship established hereby or thereby in any business ventures of any Group Member or any Indemnitee. (iii) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (iv) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long Except as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated specifically restricted by the Registration Statement or (B) the acquiringOmnibus Agreement, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (ii) Each Indemnitee (other than the General Partner) each Unrestricted Person shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member or any Member, and none of the same . No such business interest or activity shall constitute a breach of this Agreement, the Omnibus Agreement or any duty expressed or implied by law to any Group Member related agreement or any Partner fiduciary duty or Assignee. None other duty existing at law, in equity or otherwise, or obligation of any type whatsoever to any Group Member, any Unitholder Member, or any other Person shall Persons who have any rights acquired an interest in a Membership Interest or are otherwise bound by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iii) . Notwithstanding anything to the contrary in this Agreement, (i) the possessing of competitive interests and engaging in competitive activities by any Indemnitees (other than Unrestricted Person in accordance with the General Partner) provisions of this Section 7.13 is hereby approved by the Partnership Company and all Partners, Members and any other Persons who have acquired an interest in a Membership Interest or are otherwise bound by this Agreement and (ii) it shall be deemed not to be a breach of any duty (including any fiduciary duty duties that may be applicable) or any other obligation of any type whatsoever of by any Indemnitee Unrestricted Person for the Indemnitees (other than the General Partner) Unrestricted Persons to engage in such business interests and activities in preference to or to the exclusion of the Partnership and Company. (iiib) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee an Unrestricted Person (including the General Partner). An Indemnitee Transocean Member) and, subject to the terms of Section 7.13(a) and the Omnibus Agreement, no Unrestricted Person (including the General PartnerTransocean Member) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, Company shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because Company, and, subject to the terms of insufficient funds or because it is not appropriate for Section 7.13(a) and the Partnership under the existing circumstancesOmnibus Agreement, and such Indemnitee Unrestricted Person (including the General PartnerTransocean Member) shall not be liable to the PartnershipCompany or other Group Member, any Unitholder to another Member or any other Person Persons who have acquired an interest in a Membership Interest or are otherwise bound by this Agreement for breach of any fiduciary or other duty existing at law, in equity or otherwise by reason of the fact that such Indemnitee Unrestricted Person (including the General PartnerTransocean Member) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to the Company; provided, that such Unrestricted Person does not engage in such business or activity as a result of using confidential or proprietary information provided by or on behalf of the Company to such Unrestricted Person which confidential or proprietary information was designated in writing as confidential or proprietary and solely for the use of the Company Group. (ivc) The General Partner Transocean Member and each of its Affiliates may own and acquire Units or Incentive Distribution Rights other Membership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Membership Interests acquired by them. The term “Affiliates” when as used in this Section 7.6(iv7.13(c) with respect to the General Partner Transocean Member shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the The General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in acquire any assets or enter into or conduct any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (Bi) the acquiring, owning management or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs operations of the Partnership and Alliance Capital, its performance of its obligations required or authorized by this Agreement and the General Partner may manage multiple partnerships simultaneouslyAlliance Capital Partnership Agreement, (ii) the acquisition, ownership or disposition of Units or Limited Partnership Interests or partnership interests in Alliance Capital, (iii) its corporate governance and existence and (iv) acquiring, investing in, holding, disposing of or otherwise dealing with the Excluded Assets (as defined in the Transfer Agreement) and other passive investments. (iib) Each Indemnitee (other than Any Indemnitee, except the General Partner) shall have , may compete, directly or indirectly, with the right to Partnership and may engage in businesses of every type and description and any business or other activities activity, whether or not for profit and whether or not competitive with or similar to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in current or anticipated business activity of the Partnership, including, but not limited to, providing investment management and advisory services, and no such business or activity shall in any way be restricted by, or considered to be engaged in by any Group Memberconflict with, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby or any principle of law or equity relating thereto. None of the Partnership, any Partner or any Unitholder shall have any rights in or with respect to any such business or activity so engaged in by an Indemnitee, and no Indemnitee shall have any obligation to offer any interest in any such business ventures of any Indemnitee. (iii) Notwithstanding anything to the contrary in this Agreementor activity, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to opportunity relating thereto or to the exclusion business of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder Partner or any other Person for breach of Persons who may have or acquire any fiduciary interest in the Units, Limited Partnership Interests or other duty the Partnership. No decision or action taken by reason of the fact that any such Indemnitee (including or, to the extent such decision or action was not taken with the specific intent of providing an improper benefit to an Indemnitee to the detriment of the Partnership, by the General Partner) pursues with respect to any such business or acquires such opportunity for itself, activity or directs such opportunity any business or activity of the Partnership shall be subject to another Person. (iv) The General Partner and each of its Affiliates may acquire Units review or Incentive Distribution Rights challenge in addition to those acquired any way or in any forum on the Initial Closing Date and, except as basis that it improperly benefitted any such Indemnitee to the detriment of the Partnership or otherwise provided in this Agreement, involved any conflict of interest or breach of a duty of loyalty or similar fiduciary obligation. No such Indemnitee shall be entitled subject to exercise, at their option, all rights relating to all Units any liability or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) other obligation with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of matters described in this Section 7.66.05(b). The Partnership shall not, and each Partner and Unitholder by its acquisition of a Unit or Limited Partnership Interest hereby agrees that it will not, assert in any manner or in any forum any claim with respect to the extent that they modify or limit a duty, if any, that a Partner (other than matters described in this Section 6.05(b). The Partnership shall actively resist any effort to assert any such claim on its behalf. This Section 6.05(b) is not intended to affect any rights the General Partner) Partnership may have to the Partnership under any contract or another Partner, are reasonable in form, scope and content; and (B) the terms agreement with any of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionits employees.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership Partnership, (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, of the Partnership Partnership, any Operating Partnership, and any other partnership or limited liability company of which the Partnership or any Operating Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) ), and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Except as specifically restricted by Section 7.5(a), each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Operating Partnership Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the General Partner and the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonGroup Member. (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and the Effective Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to of the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Limited Partner, are reasonable in formas applicable, scope and content; and (B) the terms of this section shall control relating to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the such Units or Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionSecurities.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the IPO Registration Statement or Statement, (B) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding , (C) the foregoingguarantee of, the General Partner is only required to devote as much and mortgage, pledge, or encumbrance of any or all of its time to assets in connection with, any indebtedness of any Group Member or (D) the Partnership as is necessary to manage performance of its obligations under the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyOmnibus Agreement. (iib) Each Indemnitee Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise, to any Group Member or any Partner Partner, provided that such Unrestricted Person does not engage in such business or Assigneeactivity using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any IndemniteeUnrestricted Person. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of the General Partner or any Indemnitee other Unrestricted Person for the Indemnitees Unrestricted Persons (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees Unrestricted Persons shall have no obligation hereunder or as a result of any duty expressed otherwise existing at law, in equity or implied by law otherwise, to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this AgreementAgreement or any duty otherwise existing at law or in equity, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person bound by this Agreement for breach of any fiduciary or other duty by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person or does not communicate such opportunity or information to the Partnership, provided that such Unrestricted Person does not engage in such business or activity using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights and/or other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or Xxxxxxxxxxxx Xxxxxxxxx, (BX) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding , (C) the foregoingguarantee of, and mortgage, pledge or encumbrance of any or all of its assets in connection with, any indebtedness of any Affiliate of the General Partner is only required or (D) the direct or indirect provision of management, advisory, and administrative services to devote as much of its time Affiliates or to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyother Persons. (iib) Each Indemnitee Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise, to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any IndemniteePartner. (iiic) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, Partnership shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the Partnership, any Unitholder Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person or does not communicate such opportunity or information to the Partnership. (d) Subject to the terms of Section 7.6(a), Section 7.6(b) and Section 7.6(c), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.6 is hereby approved by the Partnership and all Partners, and (ii) it shall be deemed not to be a breach of any fiduciary duty or any other duty or obligation of any type whatsoever of the General Partner or of any other Unrestricted Person for the Unrestricted Person (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership; provided such Unrestricted Person does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. (ive) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise expressly provided in Section 7.11 of this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner of the Partnership Partnership, (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the IPO Registration Statement or Statement, (B) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding , (C) the foregoingguarantee of, the General Partner is only required to devote as much and mortgage, pledge or encumbrance of any or all of its time to assets in connection with, any indebtedness of any Group Member or (D) the Partnership as is necessary to manage performance of its obligations under the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyOmnibus Agreement. (iib) Each Indemnitee Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise to any Group Member or any Partner Partner; provided, that such Unrestricted Person does not engage in such business or Assigneeactivity using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby in any business ventures of any IndemniteeUnrestricted Person. (iiic) Notwithstanding Subject to the terms of Section 7.05(a) and Section 7.05(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.05 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of the General Partner or any Indemnitee other Unrestricted Person for the Indemnitees Unrestricted Persons (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees Unrestricted Persons shall have no obligation hereunder or as a result of any duty expressed otherwise existing at law, in equity or implied by law otherwise to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this AgreementAgreement or any duty otherwise existing at law or in equity, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, Partnership shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person bound by this Agreement for breach of any fiduciary or other duty by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person or does not communicate such opportunity or information to the Partnership; provided, that such Unrestricted Person does not engage in such business or activity using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights and/or other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.05(d) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner general partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or managing member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or Statement, (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing; provided, however, that neither clause (i) or clause (ii) shall prohibit the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyfrom owning, directly or indirectly, limited partner interests or limited liability company interests in another Person. (iib) Each Except as specifically restricted by Section 7.5(a), each Group Member and Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or AssigneePartner. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby or thereby in any business ventures of any Group Member or any Indemnitee. (iiic) Notwithstanding Subject to the terms of Sections 7.5(a) and 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than Group Member or any Indemnitee in accordance with the General Partner) provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty duties or any other obligation of any type whatsoever of the General Partner for any Group Member or any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) none of the Indemnitees General Partner, any Group Member nor any Indemnitee shall have no any obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, any other Group Member or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonIndemnitee. (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights of a General Partner or Limited Partner, as applicable, relating to all such Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group MemberPartnership Securities. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner of the Partnership Partnership, (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities Liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the IPO Registration Statement or Statement, (B) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding , (C) the foregoingguarantee of, the General Partner is only required to devote as much and mortgage, pledge or encumbrance of any or all of its time to assets in connection with, any indebtedness of any Group Member or (D) the Partnership as is necessary to manage performance of its obligations under the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyOmnibus Agreement. (iib) Each Indemnitee Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise to any Group Member or any Partner or Assigneeany other Person bound by this Agreement; provided, that such Unrestricted Person does not engage in such business or activity using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby in any business ventures of any IndemniteeUnrestricted Person. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all PartnersPartners and all other Persons bound by this Agreement, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of the General Partner or any Indemnitee other Unrestricted Person for the Indemnitees Unrestricted Persons (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees Unrestricted Persons shall have no obligation hereunder or as a result of any duty expressed otherwise existing at law, in equity or implied by law otherwise to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this AgreementAgreement or any duty otherwise existing at law or in equity, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, Partnership shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person bound by this Agreement for breach of any fiduciary or other duty by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person or does not communicate such opportunity or information to the Partnership; provided, that such Unrestricted Person does not engage in such business or activity using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights and/or other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the a General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, member of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, . (b) Except insofar as the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (ii) Each specifically restricted by Section 7.5(a), each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise to any Group Member or any Partner or AssigneeRecord Holder. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of the General Partner's or any fiduciary duty other Indemnitee's duties or any other obligation of any type whatsoever of the General Partner or any other Indemnitee for the Indemnitees Indemnitee (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and any Group Member, (iii) the Indemnitees General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed otherwise existing at law, in equity or implied by law otherwise to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, any Group Member and (iv) the doctrine of "corporate opportunity, " or any other analogous doctrine, doctrine shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonIndemnitee. (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights in addition other Partnership Securities or options, rights, warrants or appreciation rights relating to those acquired on the Initial Closing Date Partnership Securities and, except as otherwise expressly provided in this Agreement, shall be entitled to exerciseexercise all rights of a General Partner or Limited Partner, at their optionas applicable, all relating to such Units or Partnership Securities or options, rights, warrants or appreciation rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group MemberPartnership Securities. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or Members, (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding Member or (C) the foregoingguarantee of, and mortgage, pledge, or encumbrance of any or all of its assets in connection with, any indebtedness of the General Partner is only required to devote as much Partner, any of its time to the Partnership as is necessary to manage the affairs successors or permitted assigns or any other Affiliate of the Partnership and the General Partner may manage multiple partnerships simultaneouslyPartner. (iib) Each Subject to the terms of Section 7.5(a), each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iii) . Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of the General Partner or of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding . (c) Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An ) and no Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, Partnership shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to the Partnership; provided such Indemnitee does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to such Indemnitee. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Securities acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (ve) The Partners (and Notwithstanding anything to the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of contrary in this Section 7.6Agreement, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms any provision of this section shall control Section 7.5 purports or is interpreted to have the fullest extent possible if it is in conflict with effect of restricting, eliminating or otherwise modifying the fiduciary duties that might otherwise, as a duty, if any, that a Partner (other than the General Partner) may have to the Partnership result of Delaware or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed be owed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners and that to any such fiduciary duty, such provisions in this Section 7.5 shall be deemed to have been approved by the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionPartners.

Outside Activities. ‌ (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning owning, or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder Limited Partner, or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership Partnership, and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An No Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement arrangement, or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder Limited Partner, or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person, or does not communicate such opportunity or information to the Partnership. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Securities acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (ve) The Partners (and Notwithstanding anything to the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of contrary in this Section 7.6Agreement, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms any provision of this section shall control Agreement purports or is interpreted to have the fullest extent possible if it is in conflict with effect of restricting the fiduciary duties that might otherwise, as a duty, if any, that a Partner (other than the General Partner) may have to the Partnership result of Delaware or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed be owed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction, such provisions shall be inapplicable and that have no effect in determining whether the Partners would not be willing to execute and deliver General Partner has complied with its fiduciary duties in connection with determinations made by it under this Agreement without the benefit of this sectionSection 7.5.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) ), and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law or equity to any Group Member or any Partner or AssigneePartner. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iii) . Notwithstanding anything to the contrary in this Agreement, or any duty existing at law, in equity or otherwise, (i) the possessing of competitive interests and engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.05 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of the General Partner or of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. . (c) Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An ) and no Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (iv) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.General

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a the general partner (or managing member, as the case may be, ) of the Partnership Partnership, the Intermediate Partnership, and any other partnership or limited liability company of which the Partnership or the Intermediate Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner (or managing member, if any, ) of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities or interests in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Except as specifically restricted by Section 7.5(a), each Indemnitee (other than the General Partner) shall have the right to engage in businesses of any and every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group MemberMember or JV Entity, independently or with others, including business interests and activities in direct competition with the business and activities of any Group MemberMember or JV Entity, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or JV Entity or any Partner or Assignee. None of Neither any Group Member, any Unitholder or JV Entity, any Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the Intermediate Partnership Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exerciseexercise all rights, at their optionpowers and privileges (as General Partner, all rights Limited Partner or Assignee, as applicable) relating to all such Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group MemberPartnership Securities. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the a General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, member of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, . (b) Except insofar as the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (ii) Each specifically restricted by Section 7.5(a), each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise to any Group Member or any Partner or AssigneeRecord Holder. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of the General Partner’s or any fiduciary duty other Indemnitee’s duties or any other obligation of any type whatsoever of the General Partner or any other Indemnitee for the Indemnitees Indemnitee (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and any Group Member, (iii) the Indemnitees General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed otherwise existing at law, in equity or implied by law otherwise to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, any Group Member and (iv) the doctrine of “corporate opportunity, ” or any other analogous doctrine, doctrine shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonIndemnitee. (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights in addition other Partnership Securities or options, rights, warrants or appreciation rights relating to those acquired on the Initial Closing Date Partnership Securities and, except as otherwise expressly provided in this Agreement, shall be entitled to exerciseexercise all rights of a General Partner or Limited Partner, at their optionas applicable, all relating to such Units or Partnership Securities or options, rights, warrants or appreciation rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group MemberPartnership Securities. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law or equity to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding anything to the contrary in this AgreementAgreement or any duty existing at law, in equity or otherwise, but subject to Section 7.5(d), (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An No Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to the Partnership; provided such Indemnitee does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to such Indemnitee. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on pursuant to the Initial Closing Date Contribution Agreement and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Securities acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing memberPartnership, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (Ai) performing its duties as General Partner of the Partnership as specified in Section 7.1, (ii) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or Members, (Bii) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much guarantee of, and mortgage, pledge or encumbrance of any or all of its time assets in connection with, any indebtedness of any Group Member, or (iii) the direct or indirect provision of management, advisory, and administrative services to the Partnership as is necessary its Affiliates or to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyother Persons. (iib) Each Indemnitee Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same . No such business interest or activity shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreementfiduciary or other duty existing at law, in equity or otherwise, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iii) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of to the Partnership or other Group Member, to another Partner, to any Indemnitee for the Indemnitees (other than the General Partner) to engage Person who acquires an interest in such business interests and activities in preference to a Partnership Interest or to the exclusion of the Partnership and any other Person bound by this Agreement. (iiic) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesto any Group Member, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the PartnershipPartnership or other Group Member, to another Partner, to any Unitholder Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement for breach of any fiduciary or other duty existing at law, in equity or otherwise by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person.Person or does not communicate such opportunity or information to any Group Member. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise expressly provided in this AgreementSection 7.11, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner general partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or managing member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement Statement, or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise, to any Group Member or any Partner or AssigneePartner. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any duty (including any fiduciary duty duty) or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed otherwise existing at law, in equity or implied by law otherwise, to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the The doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee. No Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds Partnership, and, except as otherwise provided in Section 7.5(a) or because it is not appropriate for the Partnership under the existing circumstancesSection 7.5(b), and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of duty (including any fiduciary duty) or any other duty obligation by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (iv) The General Partner and each of its Affiliates may acquire Units Person or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units does not communicate such opportunity or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect information to the General Partner shall Partnership; provided such Indemnitee does not include any Group Member. (v) The Partners (and the General Partner engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, Partnership to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionIndemnitee.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as the General Partner of the Partnership, the general partner of the MLP, and a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership or the MLP is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and MLP), (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner of the Partnership, the MLP or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time Member and (iii) except to the Partnership as is necessary to manage extent permitted in the affairs of the Partnership Omnibus Agreement, shall not, and the General Partner may manage multiple partnerships simultaneouslyshall cause its Affiliates not to, engage in any Restricted Business. (iib) Each The Omnibus Agreement, to which the Partnership is a party, sets forth certain restrictions on the ability of Plains Resources Inc. to engage in Restricted Businesses. (c) Except as specifically restricted by Section 7.5(a) and the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by the MLP or any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of the MLP or any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to the MLP or any Group Member or any Partner or Assignee. None of Neither the MLP nor any Group Member, any Unitholder or Limited Partner, nor any other Person shall have any rights by All American Pipeline, L.P. virtue of this Agreement, any Group Member Agreement, the MLP Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiid) Notwithstanding Subject to the terms of Section 7.5(a), Section 7.5(b), Section 7.5(c) and the Omnibus Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) except as set forth in the Indemnitees Omnibus Agreement, the General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ive) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other MLP Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all such Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group MemberMLP Securities. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the IPO Registration Statement or Statement, (B) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding , or (C) subject to the foregoinglimitations contained in the Omnibus Agreement, the General Partner is only required to devote as much performance of its time to obligations under the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyOmnibus Agreement. (iib) Each Indemnitee Except as provided in the Omnibus Agreement and subject to the terms of Section 7.5(c), each Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise, to any Group Member or any Partner or AssigneePartner. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any IndemniteeUnrestricted Person. (iiic) Notwithstanding Subject to the terms of Sections 7.5(a) and (b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of the General Partner or any Indemnitee other Unrestricted Person for the Indemnitees Unrestricted Persons (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees Unrestricted Persons shall have no obligation hereunder or as a result of any duty expressed otherwise existing at law, in equity or implied by law otherwise, to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee Except as provided in the Omnibus Agreement, no Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person bound by this Agreement for breach of any fiduciary or other duty by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person or does not communicate such opportunity or information to the Partnership; provided such Unrestricted Person does not engage in such business or activity using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights and/or other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a the general partner (or managing member, as the case may be, ) of the Partnership Partnership, the Intermediate Partnerships, and any other partnership or limited liability company of which the Partnership or an Intermediate Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not not (b) engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner (or managing member, if any, ) of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities or interests in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iic) Each Except as specifically restricted by Section 7.5(a), each Indemnitee (other than the General Partner) shall have the right to engage in businesses of any and every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group MemberMember or JV Entity, independently or with others, including business interests and activities in direct competition with the business and activities of any Group MemberMember or JV Entity, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or JV Entity or any Partner or Assignee. None of Neither any Group Member, any Unitholder or JV Entity, any Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the Intermediate Partnership Agreements or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiid) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner’s fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ive) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exerciseexercise all rights, at their optionpowers and privileges (as General Partner, all rights Limited Partner or Assignee, as applicable) relating to all such Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group MemberPartnership Securities. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An No Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to the Partnership. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Securities acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (ve) The Partners (and Notwithstanding anything to the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of contrary in this Section 7.6Agreement, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms any provision of this section shall control Section 7.5 purports or is interpreted to have the fullest extent possible if it is in conflict with effect of restricting, eliminating or otherwise modifying the fiduciary duties that might otherwise, as a duty, if any, that a Partner (other than the General Partner) may have to the Partnership result of Delaware or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed be owed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners and that to any such fiduciary duty, such provisions in this Section 7.5 shall be deemed to have been approved by the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionPartners.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner of the Partnership Partnership, (i) agrees that its sole business will shall be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or Statement, (B) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding Member or (C) the foregoingguarantee of, the General Partner is only required to devote as much and mortgage, pledge or encumbrance of any or all of its time to the Partnership as is necessary to manage the affairs assets in connection with, any indebtedness of the Partnership and the General Partner may manage multiple partnerships simultaneouslyany Group Member. (iib) Each Indemnitee Subject to the terms of Section 7.6(c), each Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise, to any Group Member or any Partner or AssigneePartner. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any IndemniteeUnrestricted Person. (iiic) Notwithstanding Subject to the terms of Section 7.6(a), Section 7.6(b) and the Contribution Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.6 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty existing at law, in equity or otherwise, of the General Partner or any other obligation of any type whatsoever of any Indemnitee Unrestricted Person for the Indemnitees Unrestricted Persons (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership or any other Group Member and (iii) the Indemnitees Unrestricted Persons shall have no obligation hereunder or as a result of any duty expressed existing at law, in equity or implied by law otherwise, to present business opportunities to the PartnershipPartnership or any other Group Member. Notwithstanding anything to the contrary in this AgreementAgreement or any duty existing at law or in equity, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee Except as provided for in the Contribution Agreement, no Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnershipany Group Member, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesto any Group Member, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person bound by this Agreement for breach of any fiduciary duty existing at law, in equity or other duty otherwise, by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person or does not communicate such opportunity or information to any Group Member, provided, however, that such Unrestricted Person does not engage in such business or activity using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights and/or other Partnership Interests acquired by them. The term “"Affiliates” " when used in this Section 7.6(iv7.6(d) with respect to the General Partner shall not include any Group Member. (ve) The Partners (and Notwithstanding anything to the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms contrary in this Agreement, nothing in this Agreement shall limit or otherwise affect any separate contractual obligations outside of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner Agreement of any Person (other than the General Partnerincluding any Unrestricted Person) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms any of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionits Affiliates.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for For so long as it is the a General Partner of the Partnership Partnership, the Managing General Partner (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, member of the Partnership and any other partnership or limited liability company of which the Partnership or the Operating Company is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Except as specifically restricted by Section 7.5(a), each Indemnitee (other than the Managing General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the Operating Company Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, , (i) the engaging in competitive activities by any Indemnitees (other than the Managing General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the Managing General Partner’s fiduciary duty duties or any other obligation of any type whatsoever of any Indemnitee the Managing General Partner for the Indemnitees (other than the Managing General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees Managing General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ivd) The Managing General Partner and each any of its their Affiliates may acquire Units or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date other Partnership Securities and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights of a General Partner or Limited Partner, as applicable, relating to all such Units or Incentive Distribution Rights acquired by them. Partnership Securities. (e) The term “Affiliates” when used in this Section 7.6(iv7.5(a) and Section 7.5(d) with respect to the General Partner shall not include any Group Member or any Subsidiary of the Group Member. (vf) The Partners (and Anything in this Agreement to the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6contrary notwithstanding, to the extent that they modify provisions of Sections 7.7, 7.8, 7.9, 7.10 or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms Sections of this section shall control Agreement purport or are interpreted to have the fullest extent possible if it is in conflict with effect of restricting the fiduciary duties that might otherwise, as a duty, if any, that a Partner (other than the General Partner) may have to the Partnership result of Delaware or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed be owed by the Partners (and the Managing General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction, such provisions shall be inapplicable and that have no effect in determining whether the Partners would not be willing to execute and deliver Managing General Partner has complied with their fiduciary duties in connection with determinations made by it under this Agreement without the benefit of this sectionSection 7.5.

Outside Activities. ‌ (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (iv) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An No Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to the Partnership. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Securities acquired by them. The term “"Affiliates” " when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, of the Partnership Partnership, the Operating Partnership, and any other partnership or limited liability company of which the Partnership or the Operating Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) ), and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Except as specifically restricted by Section 7.5(a) and the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, either Operating Partnership Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the General Partner and the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued except as required by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonOmnibus Agreement. (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to of the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Limited Partner, are reasonable in formas applicable, scope and content; and (B) the terms of this section shall control relating to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the such Units or Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionSecurities.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership or the Finance Company is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and ), (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time Member and (iii) except to the Partnership as is necessary to manage extent permitted in the affairs of the Partnership Omnibus Agreement, shall not, and the General Partner may manage multiple partnerships simultaneouslyshall cause its Affiliates not to, engage in any Restricted Business. (iib) Each Penn Virginia Corporation and certain of its Affiliates have entered into the Omnibus Agreement, which agreement sets forth certain restrictions on the ability of Penn Virginia Corporation and its Affiliates to engage in Restricted Businesses. (c) Except as specifically restricted by Section 7.5(a) and the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the Finance Company Agreement or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiid) Notwithstanding Subject to the terms of Section 7.5(a), Section 7.5(b), Section 7.5(c) and the Omnibus Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner’s fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) except as set forth in the Omnibus Agreement, the General Partner and the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ive) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to of the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Limited Partner, are reasonable in formas applicable, scope and content; and (B) the terms of this section shall control relating to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the such Units or Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionSecurities.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law or equity to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding anything to the contrary in this AgreementAgreement or any duty existing at law, in equity or otherwise, but subject to Section 7.5(d), (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An No Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to the Partnership; provided such Indemnitee does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to such Indemnitee. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on pursuant to the Initial Closing Date Contribution Agreement and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Securities acquired by them. The term “"Affiliates” " when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, of the Partnership Partnership, the Operating Partnership, and any other partnership or limited liability company of which the Partnership or the Operating Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and ), (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time Member and (iii) except to the Partnership as is necessary to manage extent permitted in the affairs of Omnibus Agreement, shall not, and shall cause its Affiliates not to, engage in any Restricted Business. (b) UDS has entered into the Omnibus Agreement with the Partnership and the General Partner may manage multiple partnerships simultaneouslyOperating Partnership, which agreement sets forth certain restrictions on the ability of UDS and its Affiliates to engage in Restricted Businesses. (iic) Each Except as specifically restricted by Section 7.5(a) and the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the Operating Partnership Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiid) Notwithstanding Subject to the terms of Section 7.5(a), Section 7.5(b), Section 7.5(c) and the Omnibus Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) except as set forth in the Omnibus Agreement, the General Partner and the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ive) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to of the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Limited Partner, are reasonable in formas applicable, scope and content; and (B) the terms of this section shall control relating to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the such Units or Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionSecurities.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, of the Partnership and and, as applicable, any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and ), (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time Member and (iii) except to the Partnership as is necessary to manage extent permitted in the affairs of Omnibus Agreement, shall not, and shall cause its Affiliates not to, engage in any Restricted Business. (b) Plains Resources Inc. has entered into the Omnibus Agreement with the Partnership and the General Partner may manage multiple partnerships simultaneouslyOperating Partnerships, which agreement sets forth certain restrictions on the ability of Plains Resources Inc. and its Affiliates to engage in Restricted Businesses. (iic) Each Except as specifically restricted by Section 7.5(a) and the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, either Operating Partnership Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiid) Notwithstanding Subject to the terms of Section 7.5(a), Section 7.5(b), Section 7.5(c) and the Omnibus Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner’s fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) except as set forth in the Indemnitees Omnibus Agreement, the General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ive) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to of the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Limited Partner, are reasonable in formas applicable, scope and content; and (B) the terms of this section shall control relating to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the such Units or Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionSecurities.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing memberPartnership, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (Ai) performing its duties as General Partner of the Partnership as specified in Section 7.1, (ii) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or Members, (Bii) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much guarantee of, and mortgage, pledge or encumbrance of any or all of its time assets in connection with, any indebtedness of any Group Member, or (iii) the direct or indirect provision of management, advisory, and administrative services to the Partnership as is necessary its Affiliates or to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyother Persons. (iib) Each Indemnitee Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same . No such business interest or activity shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreementfiduciary or other duty existing at law, in equity or otherwise, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iii) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of to the Partnership or other Group Member, to another Partner, to any Indemnitee for the Indemnitees (other than the General Partner) to engage Person who acquires an interest in such business interests and activities in preference to a Partnership Interest or to the exclusion of the Partnership and any other Person bound by this Agreement. (iiic) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesto any Group Member, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the PartnershipPartnership or other Group Member, to another Partner, to any Unitholder Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement for breach of any fiduciary or other duty existing at law, in equity or otherwise by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to any Group Member. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise expressly provided in this AgreementSection 7.11, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, of the Partnership and and, as applicable, any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and ), (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time Member and (iii) except to the Partnership as is necessary to manage extent permitted in the affairs of Omnibus Agreement, shall not, and shall cause its Affiliates not to, engage in any Restricted Business. (b) Plains Resources Inc. has entered into the Omnibus Agreement with the Partnership and the General Partner may manage multiple partnerships simultaneouslyOperating Partnerships, which agreement sets forth certain restrictions on the ability of Plains Resources Inc. and its Affiliates to engage in Restricted Businesses. (iic) Each Except as specifically restricted by Section 7.5(a) and the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, either Operating Partnership Agreement or the partnership relationship established hereby or thereby in any business ventures of any IndemniteeIndenmitee. (iiid) Notwithstanding Subject to the terms of Section 7.5(a), Section 7.5(b), Section 7.5(c) and the Omnibus Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) except as set forth in the Indemnitees Omnibus Agreement, the General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ive) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights of the General Partner or Limited Partner, as applicable, relating to all such Units or Incentive Distribution Rights acquired by them. Partnership Securities. (f) The term “"Affiliates” " when used in this Section 7.6(iv7.5(a) and Section 7.5(e) with respect to the General Partner shall not include any Group Member or any Subsidiary of the Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the General Partner of the Partnership Partnership, (i) agrees that its sole business will shall be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or Statement, (B) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding Member or (C) the foregoingguarantee of, the General Partner is only required to devote as much and mortgage, pledge or encumbrance of any or all of its time to the Partnership as is necessary to manage the affairs assets in connection with, any indebtedness of the Partnership and the General Partner may manage multiple partnerships simultaneouslyany Group Member. (iib) Each Indemnitee Subject to the terms of ‎Section 7.6(c), each Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise, to any Group Member or any Partner or AssigneePartner. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any IndemniteeUnrestricted Person. (iiic) Notwithstanding Subject to the terms of ‎Section 7.6(a), ‎Section 7.6(b) and the Contribution Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees Unrestricted Person (other than the General Partner) in accordance with the provisions of this ‎Section 7.6 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty existing at law, in equity or otherwise, of the General Partner or any other obligation of any type whatsoever of any Indemnitee Unrestricted Person for the Indemnitees Unrestricted Persons (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership or any other Group Member and (iii) the Indemnitees Unrestricted Persons shall have no obligation hereunder or as a result of any duty expressed existing at law, in equity or implied by law otherwise, to present business opportunities to the PartnershipPartnership or any other Group Member. Notwithstanding anything to the contrary in this AgreementAgreement or any duty existing at law or in equity, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee Except as provided for in the Contribution Agreement, no Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnershipany Group Member, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesto any Group Member, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person bound by this Agreement for breach of any fiduciary duty existing at law, in equity or other duty otherwise, by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person or does not communicate such opportunity or information to any Group Member, provided, however, that such Unrestricted Person does not engage in such business or activity using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights and/or other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.6(iv‎Section 7.6(d) with respect to the General Partner shall not include any Group Member. (ve) The Partners (and Notwithstanding anything to the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms contrary in this Agreement, nothing in this Agreement shall limit or otherwise affect any separate contractual obligations outside of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner Agreement of any Person (other than the General Partnerincluding any Unrestricted Person) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms any of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionits Affiliates.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, member of the Partnership Partnership, the Operating Partnership, and any other partnership or limited liability company of which the Partnership or the Operating Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and ), (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding Member and (iii) except to the foregoingextent permitted in the Omnibus Agreement, the General Partner is only required to devote as much shall not, and shall cause its Affiliates not to, engage in any Restricted Business. (b) The Williams Companies, Inc. and certain of its time to the Partnership as is necessary to manage the affairs of Affiliates have entered ixxx xxx Omnibus Agreement with the Partnership and the General Partner may manage multiple partnerships simultaneouslyOperating Partnership, which agreement sets forth certain restrictions on the ability of The Williams Companies, Inc. and its Affiliates to engage in Restricted Bxxxxxxxxs. (iic) Each Except as specifically restricted by Section 7.5(a) and the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the Operating Partnership Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiid) Notwithstanding Subject to the terms of Section 7.5(a), Section 7.5(b), Section 7.5(c) and the Omnibus Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) except as set forth in the Indemnitees Omnibus Agreement, the General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ive) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to of the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Limited Partner, are reasonable in formas applicable, scope and content; and (B) the terms of this section shall control relating to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the such Units or Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionSecurities.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner general partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, member of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or managing member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) partnership), and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyStatement. (iib) Each [Reserved] (c) Except as specifically restricted by Section 7.5(a) and the Administrative Services Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the Operating Partnership Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiid) Notwithstanding Subject to the terms of the Administrative Services Agreement and Section 7.5(a) and 7.5(c), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner’s fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the General Partner and the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ive) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to of the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Limited Partner, are reasonable in formas applicable, scope and content; and (B) the terms of this section shall control relating to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the such Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionSecurities.

Outside Activities. (ia) After the Initial Closing Date, the The General Partner, for so long as it is the a General Partner of the Partnership (i) agrees that its sole primary business purpose will be to act as a general partner or managing member, as the case may be, member of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner partner, member, trustee or member stockholder and to undertake activities that are ancillary or related thereto thereto. (including being a Limited Partner in the Partnershipb) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance Except insofar as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (ii) Each specifically restricted by Section 7.5(a), each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group MemberLimited Partner, independently or with others, including business interests and activities in direct competition with the business and activities of any Group MemberLimited Partner, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise to any Group Member Limited Partner or any Partner or AssigneeRecord Holder. None of any Group Member, any Unitholder No Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging engagement in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of the General Partner’s or any fiduciary duty other Indemnitee’s duties or any other obligation of any type whatsoever of the General Partner or any other Indemnitee for if the Indemnitees Indemnitee (other than the General Partner) to engage engages in any such business interests and or activities in preference to or to the exclusion of the Partnership and any Limited Partner, (iii) the Indemnitees General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed otherwise existing at law, in equity or implied by law otherwise to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, any Limited Partner and (iv) the doctrine of “corporate opportunity, ” or any other analogous doctrine, doctrine shall not apply to any Indemnitee (including the General Partner)such Indemnitee. An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person.30 (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights in addition other Partnership Securities or options, rights, warrants or appreciation rights relating to those acquired on the Initial Closing Date Partnership Securities and, except as otherwise expressly provided in this Agreement, shall be entitled to exerciseexercise all rights of a General Partner or Limited Partner, at their optionas applicable, all relating to such Units or Partnership Securities or options, rights, warrants or appreciation rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group MemberPartnership Securities. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (i) After Except as otherwise provided in the Initial Closing Dateimmediately following sentence, the General Partner, for so long as it is any Affiliate of the General Partner and any director, officer, partner or employee of the Partnership (i) agrees that its sole General Partner or any Affiliate of the General Partner shall be entitled to and may have business will be interests and engage in business activities in addition to act as a general partner or managing member, as the case may be, of those relating to the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not may engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership businesses and the General Partner may manage multiple partnerships simultaneously. (ii) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with othersactivities, including business interests and activities in direct competition with the business Partnership and activities an Operating Partnership, for their own accounts and for the accounts of any Group Memberothers, and none of may own interests in the same shall constitute a breach of this Agreement properties as those in which the Partnership or an Operating Partnership owns an interest, without having or incurring any duty expressed obligation to offer any interest in such properties, businesses or implied by law activities to any Group Member the Partnership, an Operating Partnership or any Partner or Assignee. None , and no other provision of any Group Member, any Unitholder this Agreement shall be deemed to prohibit the General Partner or any such Person from conducting such other Person businesses and activities. Notwithstanding the foregoing or anything else in this Agreement to the contrary, however, neither the General Partner nor its sole stockholder, Holding, shall be permitted to own any interest or take any of the actions described in the immediately preceding paragraph until such time as both Payout and the repayment by Holding of the $7,700,000 loan made to it by Centex have occurred. To the extent that the General Partner engages in any permitted businesses or activities for its own account, it will take reasonable steps to maintain current records sufficient to identify such activities as separate from those of the Partnership. Neither the Partnership, an Operating Partnership nor any of the Partners or Assignees shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established created hereby in any business ventures of the General Partner any Indemnitee. (iii) Notwithstanding anything to Affiliate of the contrary in this AgreementGeneral Partner or any director, (i) officer, partner or employee of the engaging in competitive activities by any Indemnitees (other than General Partner or an Affiliate of the General Partner) is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (iv) The General Partner and each of its Affiliates any other Persons affiliated with the General Partner may acquire LP Units or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date andor which may be acquired pursuant to Sections 4.2 and 4.3, except as otherwise provided in this Agreementrespectively, and shall be entitled to exercise, at their option, exercise all rights of an Assignee or Limited Partner, as applicable, relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group Membersuch LP Units. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership Partnership, (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) ); and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or Statement, (B) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding Member or (C) the foregoingguarantee of, and mortgage, pledge, or encumbrance of any or all of its assets in connection with, any indebtedness of any Affiliate of the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyPartner. (iib) Each Indemnitee Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby or thereby in any business ventures of any IndemniteeUnrestricted Person. (iiic) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner’s fiduciary duty or any other obligation of any type whatsoever of the General Partner for any Indemnitee other Unrestricted Person for the Indemnitees Unrestricted Person (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees Unrestricted Person shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person or does not communicate such opportunity or information to the Partnership; provided, that such Unrestricted Person does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to of the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Limited Partner, are reasonable in formas applicable, scope and content; and (B) the terms of this section shall control relating to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the such Units or Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionInterests.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner general partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, member of the Partnership Partnership, the Operating Partnership, and any other partnership or limited liability company of which the Partnership or the Operating Partnership is, directly or indirectly, a partner or managing member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and partnership), (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time Member and (iii) except to the Partnership as is necessary to manage extent permitted by the affairs of EPCO Agreement, shall not, and shall cause its Affiliates not to, engage in any Restricted Activity. (b) EPC has entered into the EPCO Agreement with the Partnership and the General Partner may manage multiple partnerships simultaneouslyOperating Partnership, which agreement sets forth certain restrictions on the ability of EPC and its Affiliates to engage in Restricted Activities. (iic) Each Except as specifically restricted by Section 7.5(a) and the EPCO Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none C:\My Documents\Mlpagt.wpd EXECUTION COPY 32 of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the Operating Partnership Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiid) Notwithstanding Subject to the terms of the EPCO Agreement and Section 7.5(a), 7.5(b), and 7.5(c) and the EPCO Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the General Partner and the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ive) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights of the General Partner or Limited Partner, as applicable, relating to all Units or Incentive Distribution Rights acquired by them. such Partnership Securities. (f) The term “''Affiliates” '' when used in this Section 7.6(ivSections 7.5(a) and 7.5(b) with respect to the General Partner shall not include any Group Member or any Subsidiary of the Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, member of the Partnership Partnership, the Operating Company, and any other partnership or limited liability company of which the Partnership or the Operating Company is, directly or indirectly, a partner or managing member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and partnership), (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoingMember and (iii) shall not, the General Partner is only required to devote as much of and shall cause its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyAffiliates not to, engage in any Restricted Activity. (iib) Each Except as specifically restricted by Section 7.5(a), each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities (other than Restricted Activities in North America, unless such Restricted Activities are approved by Special Approval (as long as the material facts known to such Indemnitee regarding such Restricted Activities were disclosed to the Conflicts Committee at the time it gave its approval)) in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the Operating Company Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, Partners and (ii) it shall be deemed not to be a breach of any the General Partner's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership (including, without limitation, the General Partner and (iii) the Indemnitees Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights of the General Partner or Limited Partner, as applicable, relating to all Units or Incentive Distribution Rights acquired by themsuch Partnership Securities. (e) The term “"Affiliates” " when used in this Section 7.6(ivSections 7.5(a) and 7.5(b) with respect to the General Partner shall not include any Group Member or any Subsidiary of the Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for For so long as it is the a Managing General Partner of the Partnership Partnership, the Managing General Partner (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, member of the Partnership and any other partnership or limited liability company of which the Partnership or the Operating Company is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Except as specifically restricted by Section 7.5(a), each Indemnitee (other than the Managing General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the Operating Company Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the Managing General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the Managing General Partner’s fiduciary duty duties or any other obligation of any type whatsoever of any Indemnitee the Managing General Partner for the Indemnitees (other than the Managing General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees Managing General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ivd) The Managing General Partner and each any of its their Affiliates may acquire Units or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date other Partnership Securities and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights of a Managing General Partner or Limited Partner, as applicable, relating to all such Units or Incentive Distribution Rights acquired by them. Partnership Securities. (e) The term “Affiliates” when used in this Section 7.6(iv7.5(a) and Section 7.5(d) with respect to the Managing General Partner shall not include any Group Member or any Subsidiary of the Group Member. (vf) The Partners (and Anything in this Agreement to the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6contrary notwithstanding, to the extent that they modify provisions of Sections 7.7, 7.8, 7.9, 7.10 or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms Sections of this section shall control Agreement purport or are interpreted to have the fullest extent possible if it is in conflict with effect of restricting the fiduciary duties that might otherwise, as a duty, if any, that a Partner (other than the General Partner) may have to the Partnership result of Delaware or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed be owed by the Partners (and the Managing General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction, such provisions shall be inapplicable and that have no effect in determining whether the Partners would not be willing to execute and deliver Managing General Partner has complied with their fiduciary duties in connection with determinations made by it under this Agreement without the benefit of this sectionSection 7.5.

Outside Activities. (a) Neither the General Partner nor the Special Limited Partner shall directly or indirectly enter into or conduct any business, other than in connection with and to the extent permitted hereby, (i) After the Initial Closing Dateownership, acquisition and disposition of Partnership Interests, (ii) with respect to the General Partner, for so long the management of the business of the Partnership, (iii) with respect to the Special Limited Partner, its operation as it is a reporting company with a class (or classes) of securities registered under the Exchange Act, (iv) with respect to the Special Limited Partner, the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (v) financing or refinancing of any type related to the Partnership or its assets or activities, and (vi) such activities as are incidental thereto. Nothing contained herein shall be deemed to prohibit the General Partner from executing guarantees of Partnership debt for which it would otherwise be liable in its capacity as General Partner. The Special Limited Partner may, subject to the limitations hereof (including Section 3.4 hereof) acquire Partnership Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Partnership Interests. (ib) agrees that its sole business will be Subject to act as a general partner or managing member, as the case may be, of the Partnership any agreements entered into pursuant to Section 6.4 and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being agreements entered into by a Limited Partner in the Partnership) and (ii) shall not engage in or any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (ii) Each Indemnitee (other than Affiliates with the General Partner) , the Partnership or a Subsidiary (including any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or stockholder of any Limited Partner shall be entitled to and may have the right to business interests and engage in businesses of every type and description and other business activities for profit and in addition to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated those relating to be engaged in by any Group Member, independently or with othersthe Partnership, including business interests and activities that are in direct or indirect competition with the business and Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Group MemberPartner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or any Assignee, and officer, director, employee, agent, trustee, Affiliate, member or stockholder of any Limited Partner. Subject to such agreements, none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder or Limited Partners nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby in any business ventures of any Indemnitee. (iii) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees other Person (other than the General Partner or the Special Limited Partner) is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership extent expressly provided herein), and (iii) the Indemnitees such Person shall have no obligation hereunder or as a result of any duty expressed or implied by law pursuant to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, subject to Section 6.4 and any other agreements entered into by a Limited Partner or any analogous doctrine, shall not apply to any Indemnitee (including its Affiliates with the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesa Subsidiary, and to offer any interest in any such Indemnitee (including the General Partner) shall not be liable business ventures to the Partnership, any Unitholder Limited Partner, or any such other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires Person, even if such opportunity for itselfis of a character that, if presented to the Partnership, any Limited Partner or directs such opportunity to another other Person, could be taken by such Person. (iv) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General PartnerManager, for so long as it is the General Partner Manager of the Partnership Company, (i) agrees that its sole business will be to act as the Manager of the Company, the general partner of the MLP, and a general partner or managing member, as the case may be, member of the Partnership and any other partnership or limited liability company of which the Partnership or the Company is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and MLP), (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner of the MLP or as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding Member and (iii) shall not engage in the foregoing, retail sale of timber to end users in the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslycontinental United States. (iib) Each Except as specifically restricted by Section 7.5(a), each Indemnitee (other than the General PartnerManager) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities (other than Restricted Activities in North America) in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner Member or Assignee. None of Neither any Group Member, any Unitholder or Member nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General PartnerManager) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership Company and all Partners, Members and (ii) it shall be deemed not to be a breach of any the Manager's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the Manager for the Indemnitees (other than the General PartnerManager) to engage in such business interests and activities in preference to or to the exclusion of the Partnership Company (including, without limitation, the Manager and (iii) the Indemnitees Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General PartnerCompany). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ivd) The General Partner Manager and each any of its Affiliates may acquire Common Units or Incentive Distribution Rights other MLP Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all such Common Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group MemberMLP Securities. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, member of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time Member and (iii) except to the Partnership as is necessary extent permitted in the New Omnibus Agreement, shall not, and shall cause its Affiliates not to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyengage in any business having Restricted Assets. (iib) Each Except as specifically restricted by Section 7.5(a) and the New Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any Table of Contents rights by virtue of this Agreement, any Group Member Agreement, the Operating Partnership Agreements or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a), and Section 7.5(b) and the New Omnibus Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner’s fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to of the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Limited Partner, are reasonable in formas applicable, scope and content; and (B) the terms of this section shall control relating to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the such Units or Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionSecurities.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership or the Operating Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously). (iib) Each Xxxxxx Resource Management Corporation has entered into the Omnibus Agreement with the General Partner, and the Partnership, which agreement sets forth certain restrictions on the ability of Xxxxxx Resource Management Corporation and its Affiliates to engage in the Business. (c) Except as specifically restricted by Section 7.5(a) and the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, the Operating Partnership Agreement, the limited liability company or partnership agreement of any other Group Member Agreement, or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiid) Notwithstanding Subject to the terms of Section 7.5(a), Section 7.5(b), Section 7.5(c) and the Omnibus Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner’s fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) except as set forth in the Omnibus Agreement, Xxxxxx Resource Management Corporation, the General Partner and the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ive) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights of the General Partner or Limited Partner, as applicable, relating to all such Units or Incentive Distribution Rights acquired by them. Partnership Securities. (f) The term “Affiliates” when used in this Section 7.6(iv7.5(a) and Section 7.5(e) with respect to the General Partner shall not include any Group Member or any Subsidiary of the Group Member. (vg) The Partners (and Anything in this Agreement to the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6contrary notwithstanding, to the extent that they modify provisions of Sections 7.7, 7.8, 7.9, 7.10 or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms Sections of this section shall control Agreement purport or are interpreted to have the fullest extent possible if it is in conflict with effect of restricting the fiduciary duties that might otherwise, as a duty, if any, that a Partner (other than the General Partner) may have to the Partnership result of Delaware or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed be owed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction, such provisions shall be inapplicable and that have no effect in determining whether the Partners would not be willing to execute and deliver General Partner has complied with its fiduciary duties in connection with determinations made by it under this Agreement without the benefit of this sectionSection 7.5.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for For so long as it is the a General Partner of the Partnership Partnership, the Managing General Partner (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, member of the Partnership and any other partnership or limited liability company of which the Partnership or the Operating Company is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, member of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Except as specifically restricted by Section 7.5(a), each Indemnitee (other than the Managing General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, the Operating Company Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iiic) Notwithstanding Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the Managing General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the Managing General Partner’s fiduciary duty duties or any other obligation of any type whatsoever of any Indemnitee the Managing General Partner for the Indemnitees (other than the Managing General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees Managing General Partner and the Indemnities shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, any Unitholder or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (ivd) The Managing General Partner and each any of its their Affiliates may acquire Units or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date other Partnership Securities and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights of a General Partner or Limited Partner, as applicable, relating to all such Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group MemberPartnership Securities. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding anything to the contrary in this AgreementAgreement or any duty existing at law, in equity or otherwise, but subject to the proviso set forth in the last sentence of this Section 7.5(c), (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall not be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed otherwise existing at law, in equity or implied by law otherwise, to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An No Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to the Partnership; provided such Indemnitee does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to such Indemnitee. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.otherwise

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) Partnership, agrees that its sole business will be to act as a the general partner or managing member, as the case may be, member of the Partnership Partnership, the Operating Subsidiary and its general partner, and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyOperating Subsidiary). (iib) Each Indemnitee (other than Except as specifically restricted by Section 7.5(a) or the General Partner) Business Opportunities Agreement, each Separate Person shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group MemberMember or the Operating Subsidiary or their respective Affiliates, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby or thereby in any business ventures of any IndemniteeSeparate Person. (iiic) Notwithstanding Subject to the terms of Section 7.5(a), Section 7.5(b), and the Business Opportunities Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than Separate Person in accordance with the General Partner) provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner's fiduciary duty or any other obligation of any type whatsoever of any Indemnitee the General Partner for the Indemnitees (other than the General Partner) Separate Persons to engage in such business interests and activities in preference to or to the exclusion of the Partnership and Partnership, (iii) the Indemnitees Separate Persons shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee and (including iv) the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, Partner shall have the right no obligation to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable present business opportunities to the Partnership, any Unitholder provided the General Partner does not engage in competitive activities or any other Person for breach of any fiduciary engage in business interests and activities in preference to or other duty by reason to the exclusion of the fact that Partnership with respect to such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Personbusiness opportunities. (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to of the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Limited Partner, are reasonable in formas applicable, scope and content; and (B) the terms of this section shall control relating to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the such Units or Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionSecurities.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner general partner of the Partnership (i) agrees that its sole business will be to act as a the general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or managing member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement Statement, or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed otherwise existing at law, in equity or implied by law otherwise, to any Group Member or any Partner or AssigneePartner. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any duty (including any fiduciary duty duty) or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed otherwise existing at law, in equity or implied by law otherwise, to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the The doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee. No Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds Partnership, and, except as otherwise provided in Section 7.5(a) or because it is not appropriate for the Partnership under the existing circumstancesSection 7.5(b), and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of duty (including any fiduciary duty) or any other duty obligation by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to the Partnership; provided such Indemnitee does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to Indemnitee. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (ve) The Partners (and Notwithstanding anything to the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of contrary in this Section 7.6Agreement, to the extent that they modify any provision of this Agreement purports or limit is interpreted to have the effect of modifying, limiting or restricting the duties that might otherwise, as a dutyresult of Delaware or other applicable law, if anybe owed by the General Partner to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such modification, limitation or restriction, such provisions shall be deemed to have been approved by the Partners; provided, however, that a Partner nothing in this Section 7.5 shall limit or otherwise affect the effectiveness of any separate contractual obligations of any Person (other than the General Partnerincluding any Indemnitee) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) any of its Affiliates pursuant to agreements entered into following the terms date of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionAgreement.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law or equity to any Group Member or any Partner or AssigneePartner. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iii) . Notwithstanding anything to the contrary in this AgreementAgreement or any duty existing at law, in equity or otherwise, but subject to Section 7.5(c), (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An No Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to the Partnership; provided such Indemnitee does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to such Indemnitee. (ivc) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights in addition to those acquired on the Initial Closing Date other Partnership Securities and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Securities acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iiic) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Table of Contents Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An No Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to the Partnership. (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Securities acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (ve) The Partners (and Notwithstanding anything to the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of contrary in this Section 7.6Agreement, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms any provision of this section shall control Agreement purports or is interpreted to have the fullest extent possible if it is in conflict with effect of restricting the fiduciary duties that might otherwise, as a duty, if any, that a Partner (other than the General Partner) may have to the Partnership result of Delaware or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed be owed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction, such provisions shall be inapplicable and that have no effect in determining whether the Partners would not be willing to execute and deliver General Partner has complied with its fiduciary duties in connection with determinations made by it under this Agreement without the benefit of this sectionSection 7.5.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership Partnership, (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) ); and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or Statement, (B) the acquiring, owning or disposing of debt securities or equity securities interests in any Group Member. Notwithstanding Member or, (C) the foregoingguarantee of, and mortgage, pledge, or encumbrance of any or all of its assets in connection with, any indebtedness of any Affiliate of the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslyPartner. (iib) Each Indemnitee Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed express or implied by law to any Group Member or any Partner or Assignee. None of Neither any Group Member, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby or thereby in any business ventures of any IndemniteeUnrestricted Person. (iiic) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any the General Partner’s fiduciary duty or any other obligation of any type whatsoever of the General Partner for any Indemnitee other Unrestricted Person for the Indemnitees Unrestricted Person (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees Unrestricted Person shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee Unrestricted Person (including the General Partner). An Indemnitee No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person or does not communicate such opportunity or information to the Partnership; provided, that such Unrestricted Person does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. (ivd) The General Partner and each any of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Interests in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, exercise all rights relating to all Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to of the General Partner shall not include any Group Member. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Limited Partner, are reasonable in formas applicable, scope and content; and (B) the terms of this section shall control relating to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the such Units or Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionInterests.

Outside Activities. (ia) After the Initial Closing Date, the General PartnerPartner shall not, for so long as it is the General Partner general partner of the Partnership (i) agrees that its sole business will be to act as a general partner Partnership, enter into or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in conduct any business or activity or nor incur any debts or liabilities except in connection with or incidental to (Ai) its performance as general partner of the activities required or managing member, if any, of one authorized by this Agreement or more Group Members or as described in or contemplated by the Registration Statement or and (Bii) the acquiringacquisition, owning ownership or disposing disposition of debt the partnership interest in the Partnership or its equity securities interest in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneouslySubsidiary. (iib) Each Except as described in the Registration Statement or provided in Section 6.5(a) hereof, no Indemnitee (other than shall be expressly or implicitly restricted or proscribed pursuant to this Agreement or the General Partner) shall have the right to engage partnership relationship established hereby from engaging in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or descriptionprofit, whether in the businesses engaged in by the Partnership or anticipated to be engaged in by any Group Memberthe Partnership or otherwise, independently including, without limitation, those businesses described in or with others, including business interests and activities in direct competition with contemplated by the business and activities of any Group Member, and none of Registration Statement. Neither the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group MemberPartnership, any Unitholder or Limited Partner nor any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, Agreement or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee. (iii) Notwithstanding anything to , and, except as set forth in the contrary in this AgreementRegistration Statement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Indemnitee for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Indemnitees Indemnities shall have no obligation hereunder or as a result of to offer any duty expressed or implied by law to present interest in any such business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Indemnitee (including the General Partner). An Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have the right to pursue such potential transaction, agreement, arrangement or other matter only if it first has determined that such opportunity either cannot be pursued by the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstances, and such Indemnitee (including the General Partner) shall not be liable ventures to the Partnership, any Unitholder Limited Partner or any such other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another Person. (iv) . The General Partner and each of its Affiliates any other Persons affiliated with the General Partner may acquire Units or Incentive Distribution Rights Partnership Securities, in addition to those acquired by any of such Persons on the Initial Closing Date andDate, except as otherwise provided in this Agreement, and shall be entitled to exercise, at their option, exercise all rights of an Assignee or Limited Partner, as applicable, relating to all such Units or Incentive Distribution Rights acquired by them. The term “Affiliates” when used in this Section 7.6(iv) with respect to Partnership Securities, as the General Partner shall not include any Group Membercase may be. (v) The Partners (and the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of this Section 7.6, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms of this section shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed by the Partners (and the General Partner on behalf of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit to the Partnership and the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this section.

Outside Activities. (ia) After the Initial Closing Date, the General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner limited partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member. Notwithstanding the foregoing, the General Partner is only required to devote as much of its time to the Partnership as is necessary to manage the affairs of the Partnership and the General Partner may manage multiple partnerships simultaneously. (iib) Each Subject to the terms of Section 7.5(a) and the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law to any Group Member or any Partner or Assignee. None of any Group Member, any Unitholder or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Indemnitee. (iii) Notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 and the Omnibus Agreement is hereby approved by the Partnership and all Partners, Partners and (ii) it shall be deemed not to be a breach of any fiduciary duty or any other duty or obligation of any type whatsoever of the General Partner or of any Indemnitee for the Indemnitees (other than the 50 General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and Partnership. (iiic) the Indemnitees shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities Subject to the Partnership. Notwithstanding terms of Sections 7.5(a) and 7.5(b) but otherwise notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any an Indemnitee (including the General Partner). An ) and no Indemnitee (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, Partnership shall have the right any duty to pursue such potential transaction, agreement, arrangement communicate or other matter only if it first has determined that offer such opportunity either cannot be pursued by to the Partnership because of insufficient funds or because it is not appropriate for the Partnership under the existing circumstancesPartnership, and such Indemnitee (including the General Partner) shall not be liable to the Partnership, to any Unitholder Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Indemnitee (including the General Partner) pursues or acquires such opportunity for itself, or directs such opportunity to another PersonPerson or does not communicate such opportunity or information to the Partnership; provided such Indemnitee (including the General Partner) does not engage in such business or activity as a result of using confidential or proprietary information provided by or on behalf of the Partnership to such Indemnitee (including the General Partner). (ivd) The General Partner and each of its Affiliates may acquire Units or Incentive Distribution Rights other Partnership Securities in addition to those acquired on the Initial Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or Incentive Distribution Rights other Partnership Securities acquired by them. The term “Affiliates” when used in this Section 7.6(iv7.5(d) with respect to the General Partner shall not include any Group Member. (ve) The Partners (and Notwithstanding anything to the General Partner on behalf of the Partnership) hereby: (a) agree that (A) the terms of contrary in this Section 7.6Agreement, to the extent that they modify or limit a duty, if any, that a Partner (other than the General Partner) may have to the Partnership or another Partner, are reasonable in form, scope and content; and (B) the terms any provision of this section shall control Section 7.5 purports or is interpreted to have the fullest extent possible if it is in conflict with effect of restricting, eliminating or otherwise modifying the fiduciary duties that might otherwise, as a duty, if any, that a Partner (other than the General Partner) may have to the Partnership result of Delaware or another Partner, under the Delaware Act or any other applicable law, rule or regulation; and (b) waive a duty, if any, that a Partner may have to the Partnership or another Partner, under the Delaware Act or any other applicable law, rule or regulation to the extent necessary to give effect to the terms of this section; it being expressly acknowledged and affirmed be owed by the Partners (and the General Partner on behalf or the directors or officers of the Partnership) that the execution and delivery of this Agreement by the Partners are of material benefit General Partner to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction, elimination or modification, such provisions in this Section 7.5 shall be deemed to have been approved by the Partners and that the Partners would not be willing to execute and deliver this Agreement without the benefit of this sectionhereby agree that such provisions shall replace or eliminate such duties.