Common use of Power, Authority and Approvals of Transactions; Special Approval and Recommendations Clause in Contracts

Power, Authority and Approvals of Transactions; Special Approval and Recommendations. (i) Each of the MLP Parties has the requisite limited partnership or limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and, subject to the MLP Unitholder Approval, to consummate the Merger Transactions. Subject to the MLP Unitholder Approval, this Agreement and the Merger Transactions have been authorized by all necessary limited partnership or limited liability company, as applicable, action by each of the MLP Parties. This Agreement has been duly executed and delivered by each of the MLP Parties and constitutes a valid and binding agreement of such parties (assuming the due execution and delivery of this Agreement by, or on behalf of, the Other Parties), enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)). (ii) The MLP GP Board has authorized the MLP GP Conflicts Committee to, among other things, (A) review and evaluate the terms and conditions of this Agreement and the Merger Transactions on behalf of MLP GP, MLP and the MLP Unaffiliated Unitholders, (B) negotiate, or delegate to any person or persons the ability to negotiate, the terms and conditions of this Agreement and the Merger Transactions, (C) determine whether or not to grant “Special Approval” (as defined in the MLP Partnership Agreement) of this Agreement and the Merger Transactions; it being understood that the MLP GP Conflicts Committee has the full power and authority of the MLP GP Board, acting for and on behalf of the MLP GP, to approve or not approve this Agreement or the Merger Transactions without the necessity of additional approval of the full MLP GP Board, (D) make any recommendation to the MLP Unaffiliated Unitholders regarding what action, if any, should be taken by the MLP Unaffiliated Unitholders with respect to this Agreement and the Merger Transactions and (E) if applicable and as appropriate, to exercise the full authority of the MLP GP Board with respect to the approval of this Agreement and the Merger Transactions, including the authorization of the execution and delivery of any documents, instruments or agreements with respect thereto. The MLP GP Conflicts Committee has approved and declared the advisability of entering into this Agreement and the Merger Transactions and has determined that this Agreement and the Merger Transactions are fair and reasonable to and in, or not opposed to, the best interests of the MLP Unaffiliated Unitholders and MLP (the “MLP GP Conflicts Committee Approval”). Such action by the MLP GP Conflicts Committee constituted “Special Approval” (as defined in the MLP Partnership Agreement) of this Agreement and the Merger Transactions under the MLP Partnership Agreement. The MLP GP Conflicts Committee has caused the MLP GP to approve this Agreement and the Merger Transactions and has directed that this Agreement be submitted to the MLP Unitholders at a meeting of such holders (including any adjournment or postponement thereof, the “MLP Meeting”) for the purpose of approving this Agreement and the Merger Transactions, and the MLP GP Conflicts Committee has recommended that the holders of MLP Common Units vote in favor of this Agreement and the Merger Transactions at the MLP Meeting.

Power, Authority and Approvals of Transactions; Special Approval and Recommendations. (i) Each of the MLP Parties has the requisite limited partnership or limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and, subject to the MLP Unitholder Approval, to consummate the Merger Transactions. Subject to the MLP Unitholder Approval, this Agreement and the Merger Transactions have been authorized by all necessary limited partnership or limited liability company, as applicable, action by each of the MLP Parties. This Agreement has been duly executed and delivered by each of the MLP Parties and constitutes a valid and binding agreement of such parties (assuming the due execution and delivery of this Agreement by, or on behalf of, the Other Parties), enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)). (ii) The MLP GP Board has authorized the MLP GP Conflicts Committee to, among other things, (A) review assume and evaluate the terms and conditions exercise all lawfully delegable powers of this Agreement and the Merger Transactions on behalf of MLP GP, MLP and the MLP Unaffiliated Unitholders, (B) negotiate, or delegate GP Board relating to any person or persons the ability PNR’s proposal to negotiate, the terms and conditions acquire all of this Agreement and the Merger Transactions, (C) determine whether or not to grant “Special Approval” (as defined in the MLP Partnership Agreement) of this Agreement and the Merger Transactions; it being understood Common Units not owned by PNR USA or any alternative transaction thereto, that the MLP GP Conflicts Committee has deems to be necessary, appropriate or advisable and in the full power and authority best interests of the MLP GP Board, acting for and on behalf of the MLP GP, to approve or not approve this Agreement or the Merger Transactions without the necessity of additional approval of the full MLP GP Board, (D) make any recommendation to the MLP Unaffiliated Unitholders regarding what actionand the MLP, if anyand to take any and all actions and to make any and all decisions, should findings or determinations that may appear to the MLP GP Conflicts Committee to be taken by necessary, appropriate or advisable and in the best interests of the MLP Unaffiliated Unitholders with respect to this Agreement and the Merger Transactions and (E) if applicable and as appropriate, to exercise the full authority of the MLP GP Board with respect to the approval of this Agreement and the Merger Transactions, including the authorization of the execution and delivery of any documents, instruments or agreements with respect theretoMLP. The MLP GP Conflicts Committee has unanimously approved and declared the advisability of entering into this Agreement and the Merger Transactions and has determined that this Agreement and the Merger Transactions are fair and reasonable to and in, or not opposed to, in the best interests of the MLP Unaffiliated Unitholders and MLP (the “MLP GP Conflicts Committee Approval”). Such action by the MLP GP Conflicts Committee constituted “Special Approval” (as defined in the MLP Partnership Agreement) of this Agreement and the Merger Transactions under the MLP Partnership Agreement. The MLP GP Conflicts Committee has recommended to the MLP GP Board that the MLP GP Board make the same approval and determination as the MLP GP Conflicts Committee. The MLP GP Board has approved this Agreement and the Merger Transactions (such approval being unanimous among the independent directors, with the non-independent directors on the MLP GP Board recusing themselves from the consideration and vote on such approval) and has determined that this Agreement and the Merger Transactions are fair and reasonable to and in the best interests of the MLP Unaffiliated Unitholders and MLP (the “MLP GP Board Approval”). The MLP GP Board has caused the MLP GP to approve this Agreement and the Merger Transactions and has directed that this Agreement be submitted to the MLP Unitholders at a meeting of such holders (including any adjournment or postponement thereof, the “MLP Meeting”) for the purpose of approving this Agreement and the Merger Transactions, and the MLP GP Conflicts Committee has and the MLP GP Board have recommended that the holders of MLP Common Units vote in favor of this Agreement and the Merger Transactions at the MLP Meeting.

Power, Authority and Approvals of Transactions; Special Approval and Recommendations. (i) Each of the MLP NTI Parties has the requisite limited partnership or limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and, subject to the MLP NTI Unitholder Approval, to consummate the Merger Transactions. Subject to the MLP NTI Unitholder Approval, this Agreement and the Merger Transactions have been authorized by all necessary limited partnership or limited liability company, as applicable, action by each of the MLP NTI Parties. This Agreement has been duly executed and delivered by each of the MLP NTI Parties and constitutes a valid and binding agreement of such parties (assuming the due execution and delivery of this Agreement by, or on behalf of, the Other Parties), enforceable against it in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law)) (collectively, “Creditors’ Rights”). (ii) The MLP NTI GP Board has authorized the MLP NTI GP Conflicts Committee to, among other things, (A) review and evaluate the terms and conditions of this Agreement and the Merger Transactions Transactions, on behalf of MLP NTI GP, MLP NTI and the MLP NTI Unaffiliated Unitholders, (B) negotiate, or delegate to any person or persons the ability to negotiate, the terms and conditions of this Agreement and the Merger Transactions, including the consideration to be received by the holders of NTI Common Units; (C) determine whether or not to grant “Special Approval” (as defined in the MLP NTI Partnership Agreement) of this Agreement and the Merger Transactions; it being understood that the MLP NTI GP Conflicts Committee has the full power and authority of the MLP NTI GP Board, acting for and on behalf in its capacity as the general partner of the MLP GPNTI, to approve or not approve this Agreement or the Merger Transactions without the necessity of additional approval of the full MLP NTI GP Board, but has no authority to approve or accept any potential alternative transaction to this Agreement or the Merger Transactions, (D) make any recommendation to the MLP NTI Unaffiliated Unitholders regarding what action, if any, should be taken by the MLP NTI Unaffiliated Unitholders with respect to this Agreement and the Merger Transactions and (E) if applicable and as appropriate, to exercise the full authority of the MLP NTI GP Board with respect to the approval of this Agreement and the Merger Transactions, including the authorization of the execution and delivery of any documents, instruments or agreements with respect thereto. The MLP NTI GP Conflicts Committee has approved and declared the advisability of entering into this Agreement and the Merger Transactions and has determined that this Agreement and the Merger Transactions are fair and reasonable to the NTI Unaffiliated Unitholders and in, or NTI and are not opposed to, adverse to the best interests of the MLP NTI Unaffiliated Unitholders and MLP or the interests of NTI (the “MLP NTI GP Conflicts Committee Approval”). Such action by the MLP NTI GP Conflicts Committee constituted “Special Approval” (as defined in the MLP NTI Partnership Agreement) of this Agreement and the Merger Transactions under the MLP NTI Partnership Agreement. The MLP NTI GP Conflicts Committee has caused NTI GP, acting in its capacity as the MLP GP general partner of NTI, to approve this Agreement and the Merger Transactions and has directed that this Agreement be submitted to the MLP NTI Unitholders at a meeting of such holders (including any adjournment or postponement thereof, the “MLP NTI Meeting”) for the purpose of approving this Agreement and the Merger Transactions, and the MLP NTI GP Conflicts Committee has recommended that the holders of MLP NTI Common Units vote in favor of this Agreement and the Merger Transactions at the MLP NTI Meeting.