Common use of Pre-Closing Reorganization Clause in Contracts

Pre-Closing Reorganization. (a) The Partnership and the General Partner agree that, upon reasonable request of Parent and upon reasonable prior notice from Parent, the Partnership and the General Partner shall use commercially reasonable efforts to: (i) file or consent to any Tax elections or perform such other reorganization transactions with respect to any Subsidiary of the Partnership as Parent may reasonably request in writing (each, a “Pre-Closing Reorganization”); (ii) cooperate with Parent and its advisors to determine the nature of the Pre-Closing Reorganizations, if any, that might be undertaken and the manner in which they would most effectively be undertaken, including providing any necessary information in connection therewith; (iii) cooperate with Parent and its advisors to seek to obtain consents or waivers, if any, which are required from any third party to give effect to the Pre-Closing Reorganizations; and (iv) prepare, or cooperate with Parent to prepare, prior to the Effective Time (or, with respect to any Pre-Closing Reorganization intended to be consummated after the Closing, as soon as reasonably practicable after the Closing), all documentation reasonably necessary and do such other acts and things as are reasonably necessary to give effect to such Pre-Closing Reorganization; provided, however, that neither the Partnership nor the General Partner shall be required to take or cooperate with any action requested by Parent pursuant to this Section 5.17 if (i) the Partnership or the General Partner determines, in its reasonable discretion, that such action (A) would reasonably be expected to be disadvantageous to a Common Unitholder (or a direct or indirect owner of such Common Unitholder) or holder of Partnership Preferred Units or (B) would reasonably be expected to impede, hinder, or delay the Closing or the satisfaction of any condition to Closing set forth in Article VI or (ii) such action would be effective prior to the Effective Time and the Partnership or the General Partner determines, in its reasonable discretion, that, taking into account Section 5.17(b), such action nonetheless is reasonably expected to be disadvantageous to the Partnership, the General Partner, or their respective Affiliates in the event that Closing does not occur. (b) Without limiting the generality of the foregoing, Parent agrees that it will be responsible for all reasonable costs and expenses incurred by the Partnership, its Affiliates (which, for purposes of this Section 5.17, shall at all times include Golar LNG Limited), and the General Partner associated with any Pre-Closing Reorganization, including professional fees and expenses and Taxes, and shall indemnify and save harmless the Partnership, its Affiliates, and the General Partner and their respective Representatives from and against any and all losses, damages, claims, Taxes, costs or expenses suffered or incurred by any of them in connection with or as a result of any such Pre-Closing Reorganization, except to the extent such losses, damages, claims, Taxes, costs or expenses arose from the bad faith or willful misconduct of the Partnership or its Representatives. Parent hereby agrees that any actions taken at the request of Parent pursuant to this Section 5.17 shall not constitute a breach of, or non-compliance with, a representation, warranty or covenant in this Agreement by the Partnership, its Affiliates, or the General Partner.

Pre-Closing Reorganization. The Company agrees that upon written request by Parent, the Company shall consider in good faith (a) The Partnership cooperating with Parent to determine the nature of, and the General Partner agree that(b) implementing or having its wholly-owned Subsidiaries implement, upon reasonable request of Parent and upon reasonable prior notice from Parentin each case, the Partnership and the General Partner shall use commercially reasonable efforts to: (i) file or consent to any Tax elections or perform such other reorganization transactions with respect to any Subsidiary corporate reorganizations of the Partnership Company’s Subsidiaries’ corporate structure as Parent may reasonably request in writing at least twenty (each20) days prior to the Closing to provide for the optimal structure of the Company’s Subsidiaries at the Closing; provided that, a if the Company provides such cooperation or implementation, it shall be at Parent’s sole cost and expense and subject to applicable Laws (the “Pre-Closing Reorganization”); (ii) . For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, the Company shall not be required to cooperate with Parent or participate in or to effect (and will not be required to cause any of its advisors Subsidiaries to determine the nature of the Pre-Closing Reorganizationscooperate, if any, that might be undertaken and the manner participate in which they would most effectively be undertaken, including providing any necessary information in connection therewith; (iiior to effect) cooperate with Parent and its advisors to seek to obtain consents or waivers, if any, which are required from any third party to give effect to the Pre-Closing Reorganizations; and (iv) prepare, or cooperate with Parent to prepare, prior to the Effective Time (or, with respect to any Pre-Closing Reorganization intended or take any other action pursuant to be consummated after this Section 5.16 if the Closing, as soon as reasonably practicable after the Closing), all documentation reasonably necessary and do such other acts and things as are reasonably necessary to give effect to Company determines in good faith that such Pre-Closing Reorganization; provided, however, that neither the Partnership nor the General Partner shall be required to take or cooperate with any action requested by Parent pursuant to this Section 5.17 if Reorganization (i) could not be unwound in the Partnership event the Merger is not consummated without adversely affecting or being prejudicial to the General Partner determinesCompany or any of its Subsidiaries, in its reasonable discretion, that such action (Aii) would reasonably be expected to be disadvantageous to a Common Unitholder result in any contravention or breach by the Company or any of its Subsidiaries of their respective organizational documents, any Contract or any Law or Permit, (or a direct or indirect owner of such Common Unitholder) or holder of Partnership Preferred Units or (Biii) would reasonably be expected effected earlier than the day before the Closing Date, (iv) would change the form or reduce the amount of the Merger Consideration or change the Tax consequences to impedethe Company’s stockholders, hinder(v) would require the Company to obtain the prior approval of the Company’s stockholders, (vi) would prevent, impair or delay the Closing consummation of the Merger or the satisfaction of any condition to Closing the obligations of the parties set forth in Article VI VI, including any approval required from a Governmental Entity or any other person, or (iivii) such action would be effective otherwise have a more than de minimis adverse effect on the Company or any of its Subsidiaries in the event the Closing does not occur (taking into account the indemnity provided by Parent pursuant to the final sentence of this Section 5.16). Parent must provide written notice to the Company of any proposed Pre-Closing Reorganization as promptly as practicable (and, in any event, at least twenty (20) days prior to the Effective Time and the Partnership or the General Partner determines, Closing Date). Notwithstanding anything in its reasonable discretion, that, taking into account Section 5.17(b), such action nonetheless is reasonably expected to be disadvantageous this Agreement to the Partnership, the General Partner, or their respective Affiliates in the event that Closing does not occur. (b) Without limiting the generality of the foregoingcontrary, Parent agrees that it will be responsible for all reasonable costs and expenses incurred Merger Sub each hereby waives any breach of a representation, warranty, covenant or agreement by the Partnership, Company where such breach is a result of an action taken by the Company or any of its Affiliates (which, for purposes of this Section 5.17, shall at all times include Golar LNG Limited), and Subsidiaries relating to the General Partner associated with any Pre-Closing Reorganization. Notwithstanding anything in this Agreement to the contrary, including professional fees the Company shall not be required to take any action pursuant to this Section 5.16 unless Parent and expenses Merger Sub have confirmed in writing that all of the conditions to Closing have been satisfied or waived and Taxes, and that they will consummate the Closing on the date of the consummation of the Pre-Closing Restructuring. Parent shall indemnify and save hold harmless the PartnershipCompany and its Subsidiaries, on an after-Tax basis (determined without taking into account any Tax attributes of the Company or any of its AffiliatesSubsidiaries), and the General Partner and their respective Representatives from and against any and all lossesliabilities, losses (including any out-of-pocket costs, fees, and expenses, including reasonable attorneys’ fees), Taxes, damages, claims, Taxespenalties, costs or expenses interest, awards, and judgments suffered or incurred by any of them in connection with or as a result of any such completed or proposed Pre-Closing ReorganizationReorganization and any reversal, except to the extent such lossesunwind, damages, claims, Taxes, costs modification or expenses arose from the bad faith or willful misconduct of the Partnership or its Representatives. Parent hereby agrees that any actions taken at the request of Parent pursuant to this Section 5.17 shall not constitute a breach of, or non-compliance with, a representation, warranty or covenant in this Agreement by the Partnership, its Affiliates, or the General Partnertermination thereof.

Pre-Closing Reorganization. On the terms and subject to the conditions set forth herein, as promptly as reasonably practicable after the Execution Date, and in any event no later than the day prior to the Closing Date, Parent and its Subsidiaries will consummate the Pre-Closing Reorganization as set forth on and in accordance with Exhibit A and Section 1.2 (ait being understood and agreed that the effectiveness of the Pre-Closing Reorganization may be conditioned upon the satisfaction or waiver of the other conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing)). Any modifications to or deviations from the terms of the Pre-Closing Reorganization as set forth in Exhibit A (other than de minimis deviations from Exhibit A that are not adverse to Purchaser, NewCo or their respective Affiliates (or beneficial owners) The Partnership and would not reasonably be expected to materially delay or prevent the occurrence of the Closing (provided that notice is provided to Purchaser reasonably describing such a deviation and the General Partner agree thatreason therefor)) may be undertaken only with the prior written approval of Purchaser (not to be unreasonably conditioned, upon reasonable request of Parent and upon reasonable prior notice from Parentwithheld or delayed) (and, if so approved, the Partnership and Pre-Closing Reorganization as so modified shall become the General Partner shall use commercially reasonable efforts to: (i) file or consent to any Tax elections or perform such other reorganization transactions with respect to any Subsidiary of the Partnership as Parent may reasonably request in writing (each, a “Pre-Closing Reorganization”” hereunder); . Parent shall (iia) cooperate with Parent and its advisors to determine keep Purchaser reasonably apprised of the nature status of the Pre-Closing Reorganizations, if any, that might be undertaken Reorganization and the manner in which they would most effectively be undertaken, including providing any necessary information in connection therewith; (iiib) cooperate with Parent and its advisors use commercially reasonable efforts to seek to obtain consents or waivers, if any, which are required from any third party to give effect to the Pre-Closing Reorganizations; and (iv) prepare, Reorganization in a manner as to minimize the amount of any Transfer Taxes or cooperate with Parent to prepare, prior to the Effective Time (or, with respect to any Pre-Closing Reorganization intended other Taxes that would be reasonably expected to be consummated after imposed on Purchaser, NewCo, any Transferred Subsidiaries or any Transferred Joint Venture by reason of the Closing, as soon as reasonably practicable after the Closing), all documentation reasonably necessary and do such other acts and things as are reasonably necessary to give effect to such Pre-Closing Reorganization; provided, however, that neither the Partnership nor the General Partner shall be required to take or cooperate with any action requested by Parent pursuant to this Section 5.17 if (i) the Partnership or the General Partner determines, in its reasonable discretion, that such action (A) would reasonably be expected to be disadvantageous to a Common Unitholder (or a direct or indirect owner of such Common Unitholder) or holder of Partnership Preferred Units or (B) would reasonably be expected to impede, hinder, or delay the Closing or the satisfaction of any condition to Closing set forth in Article VI or (ii) such action would be effective prior to the Effective Time and the Partnership or the General Partner determines, in its reasonable discretion, that, taking into account Section 5.17(b), such action nonetheless is reasonably expected to be disadvantageous to the Partnership, the General Partner, or their respective Affiliates in the event that Closing does not occur. (b) Without limiting the generality of the foregoing, Parent agrees that it will be responsible for all reasonable costs and expenses incurred by the Partnership, its Affiliates (which, for purposes of this Section 5.17, shall at all times include Golar LNG Limited), and the General Partner associated with any Pre-Closing Reorganization, including professional fees and expenses and Taxes, and shall indemnify and save harmless the Partnership, its Affiliates, and the General Partner and their respective Representatives from and against any and all losses, damages, claims, Taxes, costs or expenses suffered or incurred by any of them in connection with or as a result of any such Pre-Closing Reorganization, except to the extent such losses, damages, claims, Taxes, costs or expenses arose from the bad faith or willful misconduct of the Partnership or its Representatives. Parent hereby agrees that any actions taken at the request of Parent pursuant to this Section 5.17 shall not constitute a breach of, or non-compliance with, a representation, warranty or covenant in this Agreement by the Partnership, its Affiliates, or the General Partner.

Pre-Closing Reorganization. (a) The Partnership Following the receipt of the RCA Approval and prior to the General Partner agree thatClosing Date, upon reasonable request Vendor shall, subject to the remainder of Parent and upon reasonable prior notice from Parentthis Section 8.8, complete, or shall cause to be completed, the Partnership and reorganization of its interests in the General Partner shall use commercially reasonable efforts to: Transferred Assets pursuant to the transactions set forth in Schedule B (i) file or consent to any Tax elections or perform such other reorganization transactions with respect to any Subsidiary of collectively, the Partnership as Parent may reasonably request in writing (each, a “Pre-Closing Reorganization”); (ii) cooperate with Parent and its advisors . Vendor shall provide evidence, satisfactory to determine the nature of Buyer, acting reasonably, that the Pre-Closing Reorganizations, if Reorganization has been completed at least five (5) Business Days prior to the Closing Date. (b) The Parties acknowledge and agree that it may not be practicable to have all of the Specific Conveyances required for the conveyances described in items 5(a) and (b) and 6(a) of Schedule B executed by third parties prior to or at Closing and the obligations of the Parties to consummate the Transactions are not conditional in any way upon any, that might be undertaken some or all of the Specific Conveyances having been executed by third parties prior to or at the Closing. Notwithstanding the foregoing, Vendor shall use commercially reasonable efforts, and the manner in which they would most effectively be undertakenshall cause its Affiliates to use commercially reasonable efforts, including providing any necessary information to, and Buyer shall use its commercially reasonable efforts to cooperate in connection therewith;, obtain the due and valid execution by the applicable third parties to the Specific Conveyances or the third-party authorizations, consents, waivers or approvals required in connection with the Pre-Closing Reorganization prior to the receipt of the Regulatory Approvals, to be effective as of and conditioned upon Closing; provided that, for purposes of the foregoing, Buyer’s “commercially reasonable efforts” includes the posting of any Credit Support required in accordance with the terms of the underlying Contracts in effect as of the date hereof to which such Specific Conveyances relate. Vendor shall use its commercially reasonable efforts to cooperate with Buyer to cause the applicable Conveyed Entity to enter into the New O&M Agreement, effective as of the Closing; provided that, the Parties acknowledge and agree that such New O&M Agreement may be in the form of an amendment to the Current O&M Agreement. (iiic) cooperate with Parent and its advisors Buyer acknowledges that pursuant to seek the asset conveyance agreements to obtain consents or waivers, if any, which are required from any third party to give effect be entered into pursuant to the Pre-Closing Reorganizations; and (iv) prepareReorganization in order to convey the Transferred Assets to NewCo, or cooperate with Parent to prepare, prior to the Effective Time (or, with respect to any Pre-Closing Reorganization intended to be consummated after the ClosingNew APC and New ENSTAR, as soon applicable, each of NewCo, New APC and New ENSTAR, as reasonably practicable after the Closing), all documentation reasonably necessary and do such other acts and things as are reasonably necessary to give effect to such Pre-Closing Reorganization; provided, however, that neither the Partnership nor the General Partner shall be required to take or cooperate with any action requested by Parent pursuant to this Section 5.17 if (i) the Partnership or the General Partner determines, in its reasonable discretion, that such action (A) would reasonably be expected to be disadvantageous to a Common Unitholder (or a direct or indirect owner of such Common Unitholder) or holder of Partnership Preferred Units or (B) would reasonably be expected to impede, hinder, or delay the Closing or the satisfaction of any condition to Closing set forth in Article VI or (ii) such action would be effective prior to the Effective Time and the Partnership or the General Partner determines, in its reasonable discretion, that, taking into account Section 5.17(b), such action nonetheless is reasonably expected to be disadvantageous to the Partnership, the General Partner, or their respective Affiliates in the event that Closing does not occur. (b) Without limiting the generality of the foregoing, Parent agrees that it will be responsible for all reasonable costs and expenses incurred by the Partnership, its Affiliates (which, for purposes of this Section 5.17applicable, shall at all times include Golar LNG Limited), and indemnify the General Partner associated with any Pre-Closing Reorganization, including professional fees and expenses and Taxes, and shall indemnify and save harmless the Partnership, its Affiliates, and the General Partner and their respective Representatives Vendor Indemnified Parties from and against any and all losses, damages, claims, Taxes, costs or expenses Losses suffered or incurred by any of them the Vendor Indemnified Parties to the extent arising out of or in connection with any Environmental Liabilities related to the Business, whether occurring or accruing before, on or after the Closing Date. (d) To the extent that NewCo, New ENSTAR or New APC must be legally recognized by third parties or any Government Entities under any Contracts, Permits or any other interests forming part of the Transferred Assets or otherwise recognized as a result the legal owner of any of the Transferred Assets, including to the extent there are any required consents or restrictions on transfer that have not been obtained or resolved in advance of Closing, Vendor shall continue to use its commercially reasonable efforts to obtain such Pre-consent or recognition, and the following will apply from and after the Closing Reorganizationto those Transferred Assets until that consent has been obtained or recognition has been effected, consent has been obtained or restriction has been resolved: (i) Vendor or its Affiliates, as applicable, shall hold legal title to such Transferred Assets as bare trustee for NewCo, New APC and New ENSTAR, as applicable, shall represent NewCo, New APC and New ENSTAR, as applicable, and shall receive and hold, as bare trustee and agent of NewCo, New APC and New ENSTAR, as applicable, all proceeds, benefits and advantages accruing in respect of such Transferred Assets for the benefit, use and ownership of NewCo, New APC and New ENSTAR, as applicable; (ii) Vendor shall not, and shall ensure its applicable Affiliates shall not, cancel, terminate or amend any Permits which are necessary or prudent to operate any of the Transferred Assets. Buyer shall cause NewCo, New APC and New ENSTAR, as applicable, to pay all fees incurred in respect of maintaining such Permit at the cost of NewCo; (iii) Vendor will promptly provide to NewCo, New APC and New ENSTAR, as applicable, all third party authorizations for expenditure, notices, specific information, communications, invoices, cash calls, xxxxxxxx and other documents Vendor receives respecting the Transferred Assets, and Vendor will respond to such authorizations for expenditures, notices, information, and other documents pursuant to the written instruction of NewCo, if received on a timely basis, provided that, Vendor may, but shall not be obligated to, refuse to follow any such instructions that it reasonably believes to be contrary to applicable Laws; (iv) Vendor will deliver to NewCo, New APC and New ENSTAR, as applicable, in a manner consistent with Vendor’s internal accounting processes, all revenues, proceeds and other benefits received by Vendor respecting the Transferred Assets from and after the Closing Date, together with all relevant statements of operating expenses, less the share of applicable out of pocket costs and expenses directly relating to the Transferred Assets reasonably incurred by Vendor or its Affiliates. Vendor shall be entitled to retain such funds as reasonably required to satisfy any amounts owing or payable hereunder or to satisfy any amounts owing to third parties by NewCo, New APC or New ENSTAR, as applicable, under the Contracts forming part of the Transferred Assets, and Vendor shall forthwith remit such funds to those third parties. Any net amount owing to Vendor under this Section 8.8(d)(iv) will be paid by NewCo, New APC or New ENSTAR, as applicable, within thirty (30) days of Vendor’s invoice therefor; and (v) Vendor, as agent of NewCo, New APC and New ENSTAR, will deliver to third parties all such agreements, notices and other documents as NewCo, New APC or New ENSTAR, may reasonably request, to effect NewCo’s, New APC’s and New ENSTAR’s ownership of the Transferred Assets, as applicable, including any notices or other documents required to enforce NewCo’s, New APC’s and New ENSTAR’s rights under any Contracts relating to the Transferred Assets, and all money or other items required to be provided in respect thereof. (e) Vendor will be deemed to have been the agent of NewCo, New APC and New ENSTAR, as applicable, when acting in accordance with Section 8.8(d), and Buyer, on behalf of NewCo, New APC and New ENSTAR, as applicable, hereby ratifies all actions taken, or refrained from being taken, by Vendor pursuant to Section 8.8(d) in that capacity, with the intention that all of those actions will be deemed to be those of NewCo, New APC or New ENSTAR, as applicable, except to the extent such lossesthat Vendor’s or its Representative’s actions under Section 8.8(d) constitute gross negligence or willful misconduct. (f) Buyer, damagesNewCo, claimsNew APC and New ENSTAR will be liable to, Taxesand in addition shall indemnify, costs defend and save Vendor and its Representatives harmless against all out-of-pocket Losses and Liabilities suffered, sustained, paid or expenses arose from incurred by them as a result of maintaining the bad faith Transferred Assets or exercising other rights or taking other actions as NewCo’s, New APC’s or New ENSTAR’s agent, as applicable, under Section 8.8(d), insofar as those claims are not a direct result of the gross negligence, fraud or willful misconduct of the Partnership Vendor or its Representatives. Parent hereby agrees . (g) Notwithstanding Sections 8.8(e) and 8.8(f), an act or omission will not be regarded as gross negligence or willful misconduct to the extent that any actions taken at the request of Parent pursuant it was done or omitted to this Section 5.17 shall not constitute a breach ofbe done in accordance with Buyer’s, NewCo’s, New APC’s or non-compliance with, a representation, warranty or covenant in this Agreement by the Partnership, its Affiliates, or the General PartnerNew ENSTAR’s written instructions.

Pre-Closing Reorganization. (a) The Partnership Company and the General Partner Company Shareholders agree that, upon the reasonable request of Parent and upon reasonable prior notice from Parent, the Partnership Company and the General Partner Company Shareholders shall use commercially reasonable efforts to: (i) file as Parent may reasonably request, perform such reorganizations of the Company’s or consent any of its controlled Affiliates’ corporate structure or such other transactions, including filing or consenting to any Tax elections or perform such other reorganization transactions with respect to any Subsidiary of the Partnership as Parent may reasonably request in writing (each, a “Pre-Closing Reorganization”); (ii) cooperate with Parent and its advisors to determine the nature of the Pre-Closing Reorganizations, if any, that might be undertaken and the manner in which they would most effectively be undertaken, including providing any necessary information in connection therewith; (iii) cooperate with Parent and its advisors to seek to obtain consents or waivers, if any, waivers which are might be required from any third party to give effect to in connection with the Pre-Closing Reorganizations, if any; and (iv) prepare, or cooperate with Parent to prepare, prior to the Effective Time (or, with respect to any Pre-Closing Reorganization intended to be consummated after the Closing, as soon as reasonably practicable after the Closingpracticable), all documentation reasonably necessary and do such other acts and things as are reasonably necessary to give effect to such Pre-Closing Reorganization, including any amendment to the Statutory Merger Agreement; provided, however, that neither nothing in this Section 5.17(a) shall require the Partnership nor the General Partner shall be required Company or any Shareholder to agree to take or cooperate with any action requested by Parent pursuant to this Section 5.17 if (i) the Partnership or the General Partner determines, in its reasonable discretion, that such action (A) would reasonably be expected to be disadvantageous to a Common Unitholder (or a direct or indirect owner of such Common Unitholder) or holder of Partnership Preferred Units or (B) would reasonably be expected to impede, hinder, hinder or delay the Closing or the satisfaction of any condition to the Closing set forth in Article VI or (ii) such action would be effective prior to the Effective Time and the Partnership or the General Partner determines, in its reasonable discretion, that, taking into account Section 5.17(b), such action nonetheless is reasonably expected to be disadvantageous to the Partnership, the General Partner, or their respective Affiliates in the event that Closing does not occurVI. (b) Without limiting the generality of the foregoing, Parent agrees that it will be responsible for all reasonable costs and expenses incurred by the PartnershipCompany, its Affiliates (whichAffiliates, for purposes of this Section 5.17, shall at all times include Golar LNG Limited), the Joint Venture Entities and the General Partner Company Shareholders associated with any Pre-Closing Reorganization, including reasonable professional fees and expenses and Taxes, where such Pre-Closing Reorganization is to be carried out at Parent’s request, and shall indemnify and save harmless the PartnershipCompany, its Affiliates, the Joint Venture Entities and the General Partner Company Shareholders and their respective Representatives from and against any and all losses, damages, claims, Taxes, costs or expenses suffered or incurred by any of them in connection with or as a result of any such Pre-Closing Reorganization, except to the extent such losses, damages, claims, Taxes, costs or expenses arose from the bad faith or willful misconduct of the Partnership Company or its Representatives. Parent hereby agrees that any actions taken at the request of Parent pursuant to this Section 5.17 shall not constitute a breach of, or non-compliance with, a representation, warranty or covenant in this Agreement by the PartnershipCompany, its Affiliates, the Joint Venture Entities or the General PartnerCompany Shareholders.

Pre-Closing Reorganization. (a) The Partnership Target covenants and the General Partner agree agrees that, upon the reasonable request by Acquireco, Target shall, and shall cause each of Parent and upon its Subsidiaries to use its reasonable prior notice from Parent, the Partnership and the General Partner shall use commercially reasonable commercial efforts to: to (i) file or consent take such actions to any Tax elections or perform such other reorganization transactions with respect to any Subsidiary of the Partnership reorganize their respective capital, assets and structure as Parent Acquireco may reasonably request in writing writing, acting reasonably (eachcollectively, a the “Pre-Closing Arrangement Reorganization”); ) and (ii) cooperate with Parent Acquireco and its advisors in order to determine the nature of the Pre-Closing Reorganizations, if any, Arrangement Reorganization that might be undertaken and the manner in which they would it might most effectively be undertaken, including providing any necessary information in connection therewith; ; provided that the Pre- Arrangement Reorganization (iiiA) cooperate does not interfere with Parent the ongoing operations of Target and its advisors Subsidiaries; (B) is not prejudicial to seek Target or any Subsidiary of Target or Target Securityholders or inconsistent with the provisions of this agreement; (C) shall not, and any actions taken in furtherance thereof shall be considered not to, constitute a breach of the representations or warranties or covenants hereunder; (D) does not require the directors, officers, employees or agents of Target or its Subsidiaries to take any action in any capacity other than as a director, officer or employee; (E) does not impede, or interfere with, delay the occurrence of the Effective Date by more than three Business Days after the satisfaction or waiver of the last of the conditions to be satisfied or waived in Schedules C, D or E, or prevent the completion of the Transactions; (F) shall not affect or modify in any respect the obligations of any of Acquireco or Canco under this agreement; (G) is reasonably capable of being consummated following the date of the Final Order and prior to the Effective Time; (H) does not have adverse Tax consequences to Target or its Subsidiaries; and (I) does not require Target or any of its Subsidiaries to obtain consents or any waivers, if anyconsents, which are required from approvals, or make any filing (other than any Tax filing or election) with, any Agency or other third party or otherwise adversely affect any contract or agreement between Target or any of its Subsidiaries and any third party party. Acquireco shall provide written notice to give effect to the Target of any proposed Pre-Closing Reorganizations; and (iv) prepare, or cooperate with Parent to prepare, Arrangement Reorganization at least five business days prior to the Effective Time (or, with respect to any provided that the Pre-Closing Arrangement Reorganization intended to be consummated after the Closing, as soon as reasonably practicable after the Closing), all documentation reasonably necessary and do such other acts and things as are reasonably necessary to give effect to such Pre-Closing Reorganization; provided, however, that neither the Partnership nor the General Partner shall be required to take or cooperate with any action requested by Parent pursuant to this Section 5.17 if (i) the Partnership or the General Partner determines, in its reasonable discretion, that such action (A) would reasonably be expected to be disadvantageous to a Common Unitholder (or a direct or indirect owner of such Common Unitholder) or holder of Partnership Preferred Units or (B) would reasonably be expected to impede, hinder, or delay the Closing or the satisfaction of any condition to Closing set forth in Article VI or (ii) such action would no event be effective prior to the Effective Time and granting of the Partnership Final Order. Acquireco shall bear all costs of the Pre-Arrangement Reorganization, including any liability for Taxes of Target or any of the General Partner determines, Subsidiaries that may arise as a result of such Pre-Arrangement Reorganization. The parties will use their commercially reasonable efforts to structure the Pre-Arrangement Reorganization in its reasonable discretion, that, taking into account Section 5.17(b), such action nonetheless a manner that it is reasonably expected to be disadvantageous made effective immediately prior to the Partnership, the General Partner, or their respective Affiliates in Effective Time. In the event that Closing does not occur. (b) Without limiting the generality of the foregoing, Parent agrees that it will be responsible for all reasonable costs and expenses incurred by the Partnership, its Affiliates (which, for purposes of this Section 5.17, shall at all times include Golar LNG Limited), Pre-Arrangement Reorganization is completed and the General Partner associated with any Pre-Closing Reorganization, including professional fees and expenses and Taxes, and shall indemnify and save harmless the Partnership, its Affiliates, and the General Partner and their respective Representatives from and against any and all losses, damages, claims, Taxes, costs or expenses suffered or incurred by any of them in connection with or Arrangement is not completed as contemplated herein as a result of any termination of this agreement in accordance with its terms by Target, Acquireco shall reimburse Target for any loss or damages, including any liability for Taxes, caused to or incurred by Target or any of the Subsidiaries directly or indirectly as a result of such Pre-Closing ReorganizationArrangement Reorganization and shall also bear any cost associated with returning the corporate structure, except capital structure, business, operations and assets, as applicable and as the case may be, to their state immediately prior to the extent Pre-Arrangement Reorganization (an “Unwinding Transaction”) where Target, in its sole discretion, considers such losses, damages, claims, Taxes, costs Unwinding Transaction to be necessary or expenses arose from the bad faith or willful misconduct desirable. 10 Table of the Partnership or its Representatives. Parent hereby agrees that any actions taken at the request of Parent pursuant to this Section 5.17 shall not constitute a breach of, or non-compliance with, a representation, warranty or covenant in this Agreement by the Partnership, its Affiliates, or the General Partner.Contents

Pre-Closing Reorganization. (a) The Partnership At or prior to the Closing, Seller shall, and shall cause its applicable Affiliates (including the Seller Entities and the General Partner agree thatPurchased Subsidiaries) to use reasonable best efforts to complete the transactions set forth on the Pre-Closing Reorganization Steps Plan attached to Section 5.13 of the Seller Disclosure Schedules (the “Step Plan”) substantially as described therein in compliance with applicable Law (after taking into account any amendments, upon reasonable request of Parent and upon reasonable prior notice from Parentchanges or other modifications pursuant to Section 5.13(b) below) (such transactions, collectively, the Partnership and the General Partner shall use commercially reasonable efforts to: (i) file or consent to any Tax elections or perform such other reorganization transactions with respect to any Subsidiary of the Partnership as Parent may reasonably request in writing (each, a “Pre-Closing Reorganization”); , including (i) obtaining all Approvals of all Governmental Entities and under all Permits and (ii) cooperate with Parent and its advisors using reasonable best efforts to determine obtain all material Approvals of all third parties, in each case that are required to consummate the nature of transactions contemplated by the Pre-Closing ReorganizationsReorganization. For the avoidance of doubt, if any, that might be undertaken and the manner in which they would most effectively be undertaken, including providing any necessary information in connection therewith;Pre-Closing Reorganization will not include the transfer of the Purchased Assets to Purchaser. (iiib) cooperate with Parent and its advisors Seller will (i) (A) disclose to seek to obtain consents Purchaser any material amendments, waivers or waivers, if any, which are required from any third party to give effect other modifications to the Pre-Closing Reorganizations; and Reorganization that could reasonably be expected to adversely impact Purchaser not later than fifteen (iv15) prepare, or cooperate with Parent to prepare, days prior to the Effective Time executing any such amendment, waiver or other modification, (or, B) consult with Purchaser in good faith with respect to any such material amendment, waiver or other modification, and (C) promptly provide any information reasonably requested by Purchaser for the purpose of evaluating whether such proposed amendment, waiver or other modification could reasonably be expected to adversely impact Purchaser, and (ii) not make without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), any amendments, waivers or other modifications to the Pre-Closing Reorganization intended which could be reasonably be expected to be consummated after the Closing, as soon as reasonably practicable after the Closing), all documentation reasonably necessary and do such other acts and things as are reasonably necessary to give effect to such Pre-Closing Reorganization; provided, however, that neither the Partnership nor the General Partner shall be required to take or cooperate with any action requested by Parent pursuant to this Section 5.17 if (i) the Partnership or the General Partner determines, in its reasonable discretion, that such action (A) increase a Tax liability, or decrease a Tax Asset, of Purchaser or any of its Affiliates (including after the Closing the Purchased Companies), in each case, by more than a nominal amount, unless, in the case of an increased Tax liability, Purchaser or any of its Affiliates is fully indemnified for such Tax liability under this Agreement or Seller otherwise agrees to fully indemnify Purchaser or its Affiliates with respect thereto, (B) impose any Liability on Purchaser or any of its Affiliates (other than any Assumed Liability) or increase any Assumed Liability, unless Purchaser or any of its Affiliates is fully indemnified for such Liability under this Agreement or Seller otherwise agrees to fully indemnify Purchaser or its Affiliates with respect thereto, (C) require any additional Approval of any Governmental Entity or third party that would reasonably be expected to be disadvantageous materially impair or delay in any material respect Seller’s or Purchaser’s ability to consummate the transaction contemplated by this Agreement, or (D) adversely affect Purchaser or any of its Affiliates in any material respect. Each of Seller and Purchaser understands and agrees that any transfers, assignments, sales or other dispositions of assets, interests, rights, capital stock or otherwise, whether from a Purchased Company to a Common Unitholder Seller Entity or one or more of its Affiliates, or from a Seller Entity or one or more of its Affiliates to a Purchased Company, shall be made on an “as-is”, “where-is” basis, without representation or warranty of any kind, and without recourse to the recipient thereof, and without recourse to the party making such transfer, assignment, sale or other disposition (or a direct or indirect owner it being agreed that neither the foregoing nor the documentation in respect of such Common Unitholder) transfers shall limit, modify or holder otherwise affect any of Partnership Preferred Units the representations or (B) would reasonably be expected to impede, hinderwarranties, or delay any remedies of the parties expressly provided hereunder). For the avoidance of doubt, the parties hereto intend that Purchaser shall directly acquire the Purchased Entity Shares with respect to the HK Company and the Specified Non-Consolidated Venture Interests at the Closing or the satisfaction of from a Seller Entity, and Seller shall not make any condition to Closing set forth in Article VI or (ii) such action would be effective prior changes to the Effective Time and Pre-Closing Organization or otherwise that is not consistent with such intention. To the Partnership or extent Seller updates the General Partner determines, in its reasonable discretion, that, taking into account Section 5.17(b), such action nonetheless is reasonably expected to be disadvantageous to the Partnership, the General Partner, or their respective Affiliates in the event that Closing does not occur. (b) Without limiting the generality of the foregoing, Parent agrees that it will be responsible for all reasonable costs and expenses incurred by the Partnership, its Affiliates (which, for purposes of this Section 5.17, shall at all times include Golar LNG Limited), and the General Partner associated with any Pre-Closing Reorganization, including professional fees and expenses and TaxesSeller shall, and within a reasonable period of time after such update, provide a copy of the updated Step Plan reflecting such changes to Purchaser. (c) For the avoidance of doubt, (i) for purposes of clause (i) of Section 5.13(b), an amendment, waiver or modification shall indemnify and save harmless be treated as “material” if such amendment, waiver or modification would (A) change the Partnershipclassification of any Purchased Company for Tax purposes, its Affiliates(B) change the jurisdiction of formation or Tax residency of any Purchased Company, and the General Partner and their respective Representatives from and against any and all losses, damages, claims, Taxes, costs (C) form or expenses suffered or incurred by any of them organize an entity that will be transferred to Purchaser in connection with or as a result of any such Pre-Closing Reorganization, except to the extent such losses, damages, claims, Taxes, costs or expenses arose from the bad faith or willful misconduct of the Partnership or its Representatives. Parent hereby agrees that any actions taken at the request of Parent transactions consummated pursuant to this Agreement, (D) make or change a Tax election in respect of a Purchased Company or Purchased Assets or (E) result in a loss of tax basis in the assets of any Purchased Company, in each case, in a manner not expressly contemplated by the Step Plan as of the date of this Agreement, and (ii) for purposes of clause (ii) of Section 5.17 5.13(b), any failure to complete a transaction set forth in the Step Plan shall be deemed to be an amendment, waiver or modification. For the avoidance of doubt, for purposes of clause (i) of Section 5.13(b), an amendment, waiver or modification shall be treated as not constitute “material” if such amendment, waiver or modification would solely (i) (A) involve a breach oftransfer of non-operational assets to a member of the Seller Entities or (B) involve a transfer of operational assets (provided that all such transfers pursuant to this clause (i) and pursuant to Section 5.2(b)(iv)(C) (excluding any transfers of Cash and Cash Equivalents) do not exceed $5,000,000 in the aggregate), (ii) cause the conversion of statutory earnings into capital and statutory capital into earnings to facilitate the distribution of cash, cash equivalents and non-operational assets, (iii) effectuate a distribution as a redemption or repurchase of equity, or non-compliance with, (iv) effectuate a representation, warranty or covenant in this Agreement by the Partnership, its Affiliates, or the General Partnerdistribution as a repayment of a loan.

Pre-Closing Reorganization. (a) The Partnership Target covenants and the General Partner agree agrees that, upon the reasonable request by Acquireco, Target shall, and shall cause each of Parent and upon its Subsidiaries to use its reasonable prior notice from Parent, the Partnership and the General Partner shall use commercially reasonable commercial efforts to: to (i) file or consent take such actions to any Tax elections or perform such other reorganization transactions with respect to any Subsidiary of the Partnership reorganize their respective capital, assets and structure as Parent Acquireco may reasonably request in writing writing, acting reasonably (eachcollectively, a the “Pre-Closing Arrangement Reorganization”); ) and (ii) cooperate with Parent Acquireco and its advisors in order to determine the nature of the Pre-Closing Reorganizations, if any, Arrangement Reorganization that might be undertaken and the manner in which they would it might most effectively be undertaken, including providing any necessary information in connection therewith; ; provided that the PreArrangement Reorganization (iiiA) cooperate does not interfere with Parent the ongoing operations of Target and its advisors Subsidiaries; (B) is not prejudicial to seek Target or any Subsidiary of Target or Target Securityholders or inconsistent with the provisions of this agreement; (C) shall not, and any actions taken in furtherance thereof shall be considered not to, constitute a breach of the representations or warranties or covenants hereunder; (D) does not require the directors, officers, employees or agents of Target or its Subsidiaries to take any action in any capacity other than as a director, officer or employee; (E) does not impede, or interfere with, delay the occurrence of the Effective Date by more than three Business Days after the satisfaction or waiver of the last of the conditions to be satisfied or waived in Schedules C, D or E, or prevent the completion of the Transactions; (F) shall not affect or modify in any respect the obligations of any of Acquireco or Canco under this agreement; (G) is reasonably capable of being consummated following the date of the Final Order and prior to the Effective Time; (H) does not have adverse Tax consequences to Target or its Subsidiaries; and (I) does not require Target or any of its Subsidiaries to obtain consents or any waivers, if anyconsents, which are required from approvals, or make any filing (other than any Tax filing or election) with, any Agency or other third party or otherwise adversely affect any contract or agreement between Target or any of its Subsidiaries and any third party party. Acquireco shall provide written notice to give effect to the Target of any proposed Pre-Closing Reorganizations; and (iv) prepare, or cooperate with Parent to prepare, Arrangement Reorganization at least five business days prior to the Effective Time (or, with respect to any provided that the Pre-Closing Arrangement Reorganization intended to be consummated after the Closing, as soon as reasonably practicable after the Closing), all documentation reasonably necessary and do such other acts and things as are reasonably necessary to give effect to such Pre-Closing Reorganization; provided, however, that neither the Partnership nor the General Partner shall be required to take or cooperate with any action requested by Parent pursuant to this Section 5.17 if (i) the Partnership or the General Partner determines, in its reasonable discretion, that such action (A) would reasonably be expected to be disadvantageous to a Common Unitholder (or a direct or indirect owner of such Common Unitholder) or holder of Partnership Preferred Units or (B) would reasonably be expected to impede, hinder, or delay the Closing or the satisfaction of any condition to Closing set forth in Article VI or (ii) such action would no event be effective prior to the Effective Time and the Partnership or the General Partner determines, in its reasonable discretion, that, taking into account Section 5.17(b), such action nonetheless is reasonably expected to be disadvantageous to the Partnership, the General Partner, or their respective Affiliates in the event that Closing does not occur. (b) Without limiting the generality granting of the foregoing, Parent agrees that it will be responsible for Final Order. Acquireco shall bear all reasonable costs and expenses incurred by of the Partnership, its Affiliates (which, for purposes of this Section 5.17, shall at all times include Golar LNG Limited), and the General Partner associated with any Pre-Closing Arrangement Reorganization, including professional fees and expenses and Taxes, and shall indemnify and save harmless the Partnership, its Affiliates, and the General Partner and their respective Representatives from and against any and all losses, damages, claims, Taxes, costs liability for Taxes of Target or expenses suffered or incurred by any of them in connection with or the Subsidiaries that may arise as a result of any such Pre-Closing Arrangement Reorganization, except . The parties will use their commercially reasonable efforts to structure the Pre-Arrangement Reorganization in such a manner that it is made effective immediately prior to the extent such losses, damages, claims, Taxes, costs or expenses arose from Effective Time. In the bad faith or willful misconduct of event that the Partnership or its Representatives. Parent hereby agrees that any actions taken at the request of Parent pursuant to this Section 5.17 shall not constitute a breach of, or nonPre-compliance with, a representation, warranty or covenant in this Agreement by the Partnership, its Affiliates, or the General Partner.Arrangement

Pre-Closing Reorganization. (a) The Partnership and the General Partner agree Subject to Section 5.7(b), Xxxxxx agrees that, upon reasonable request of Parent and upon reasonable prior notice from ParentXxxxxxxx, the Partnership and the General Partner Karora shall use commercially reasonable efforts to: (i) file or consent to any Tax elections or perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other reorganization transactions with respect to any Subsidiary of the Partnership as Parent Westgold may request, acting reasonably request in writing (each, each a “Pre-Closing Reorganization”); , and (ii) cooperate with Parent Westgold and its advisors to determine the nature of the Pre-Closing Reorganizations, if any, Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, including providing any necessary information in connection therewith; ; and (iii) cooperate with Parent Xxxxxxxx and its advisors advisers to seek to obtain consents any consents, approvals, waivers or waivers, if any, similar authorizations which are reasonably required from by Xxxxxxxx (based on the terms of any third party to give effect to Contract or Authorization) in connection with the Pre-Closing Reorganizations; and, if any. (ivb) prepareKarora will not be obligated to participate in any Pre-Closing Reorganization under Section 5.7(a) unless such Pre-Closing Reorganization: (i) can be completed as close as reasonably practicable prior to the Effective Date, and can be unwound in the event the Arrangement is not consummated without adversely affecting Karora or cooperate with Parent any of its subsidiaries in any material manner; (ii) is not prejudicial to prepareKarora, any of its subsidiaries or the Karora Shareholders or the holders of Karora Options, Karora RSUs, Karora PSUs or Karora DSUs in any material respect (including any Taxes being imposed or adverse Tax consequences); or (iii) does not impair the ability of Karora to consummate, and will not materially delay the consummation of, the Arrangement. (c) Westgold must provide written notice to Karora of any proposed Pre-Closing Reorganization at least ten (10) Business Days prior to the Effective Date. Upon receipt of such notice, Karora and Westgold shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Effective Time (or, with respect to any Pre-Closing Reorganization intended to be consummated after the Closing, as soon as reasonably practicable after the Closing), all documentation reasonably necessary and do such other acts and things as are reasonably necessary to give effect to such Pre-Closing Reorganization; provided, however, that neither the Partnership nor the General Partner shall be required to take or cooperate with including any action requested by Parent pursuant amendment to this Section 5.17 if (i) the Partnership Agreement or the General Partner determines, in its reasonable discretion, that Plan of Arrangement and shall seek to have any such action (A) would reasonably be expected to be disadvantageous to a Common Unitholder (or a direct or indirect owner Pre-Closing Reorganization made effective as of such Common Unitholder) or holder the last moment of Partnership Preferred Units or (B) would reasonably be expected to impede, hinder, or delay the Closing or the satisfaction of any condition to Closing set forth in Article VI or (ii) such action would be effective Business Day ending immediately prior to the Effective Time Date (but after Westgold has waived or confirmed that all of the conditions set out in Section 6.1 and the Partnership or the General Partner determines, in its reasonable discretion, that, taking into account Section 5.17(b6.2 have been satisfied), such action nonetheless is reasonably expected to be disadvantageous to the Partnership, the General Partner, or their respective Affiliates in the event that Closing does not occur. (bd) Without limiting the generality of the foregoing, Parent Xxxxxxxx agrees that it will be responsible for all reasonable costs and expenses incurred by the Partnership, its Affiliates (which, for purposes of this Section 5.17, shall at all times include Golar LNG Limited), and the General Partner associated with any Pre-Closing Reorganization, including professional fees and expenses and Taxes, Reorganization to be carried out at its request and shall indemnify and save harmless the Partnership, Karora and its Affiliates, affiliates and the General Partner and their respective Representatives from and against any and all liabilities, losses, damages, claims, Taxescosts, costs or expenses expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Closing Reorganization (including in respect of any reversal, modification or termination of a Pre-Closing Reorganization, except to the extent such losses, damages, claims, Taxes, costs or expenses arose from the bad faith or willful misconduct of the Partnership or its Representatives. Parent hereby agrees ) and that any actions taken at the request Pre-Closing Reorganization will not be considered in determining whether a representation or warranty of Parent pursuant to this Section 5.17 shall not constitute a breach of, or non-compliance with, a representation, warranty or covenant in Karora under this Agreement by has been breached (including where any such Pre-Closing Reorganization requires the Partnership, its Affiliates, or the General Partnerconsent of any third party under a Contract).

Pre-Closing Reorganization. (a1) The Partnership Corporation and the General Partner agree each of its Subsidiaries agrees that, upon reasonable request of Parent and upon reasonable prior notice from the Parent, the Partnership Corporation and the General Partner its Subsidiaries, as applicable, shall use commercially reasonable efforts to: (i) file or consent to any Tax elections or perform such reorganizations of their respective corporate structure, capital structure, business, operations and assets or such other reorganization transactions as the Parent may request, acting reasonably, including the formation of a new Subsidiary and using commercially reasonable efforts to make advance preparations with respect CNSC to approve the transfer of any Subsidiary licenses as required for the ongoing functioning of the Partnership business following the Interim Period and as Parent may reasonably request required in writing connection with any of the foregoing reorganizations or similar reorganizations, whether intended to occur before or after the Effective Date (the reorganizations and other transactions set forth in the immediately foregoing clause, each, a “Pre-Closing Reorganization”); (ii) , and cooperate with the Parent and its advisors to determine the nature of the Pre-Closing Reorganizations, if any, Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. For greater certainty, including providing the completion of any necessary information Pre-Closing Reorganization shall not be a condition to the completion of the Arrangement. (2) Neither the Corporation nor any of its Subsidiaries will be obligated to participate in connection therewithany Pre-Closing Reorganization under Section 4.20(1), unless such Pre-Closing Reorganization: (a) can be unwound in the event the Plan of Arrangement is not consummated (and by the time the Plan of Arrangement would otherwise have been consummated) without adversely affecting (i) the Corporation and its Subsidiaries, or (ii) the Shareholders, in each case of (i) and (ii), taken as a whole, in any material manner; (iiib) cooperate with Parent is not, in the reasonable opinion of the Corporation, prejudicial to (i) the Corporation and its advisors Subsidiaries, or (ii) the Shareholders, in each case of (i) and (ii), taken as a whole; (c) does not reduce the Consideration or change the form of Consideration to seek to obtain consents be received by the Shareholders or waiversaffect or modify the timing of payment of the Consideration by Parent; (d) would not result in any Taxes being imposed on, if anyor any adverse Tax consequences to, which are required from any third party to give effect the Shareholders or Incentive Holders greater than the Taxes to the Shareholders or Incentive Holders in connection with the Arrangement in the absence of any Pre-Closing ReorganizationsReorganization; (e) does not interfere with the ongoing operations of the Corporation or any of its Subsidiaries in any material respect; (f) does not result in (i) any breach by the Corporation or a Subsidiary of any existing Contract or commitment by the Corporation or a Subsidiary; or (ii) breach of any applicable Law; (g) does not impair the ability of the Corporation or a Subsidiary, as applicable, to consummate, and will not delay the consummation of, the Plan of Arrangement; (h) does not prevent or delay the consummation of the Arrangement; (i) is effected immediately prior to, contemporaneously with, or one (1) Business Day prior to the Effective Time; (j) does not require the Corporation to obtain approval of the Shareholders (other than in respect of the Arrangement Resolution); and (ivk) prepareis requested by the Parent by written notice to the Corporation at least fifteen (15) days prior to the Effective Date. Upon receipt of such notice, or cooperate the Corporation and each Subsidiary, as applicable, shall work cooperatively with the Parent to prepareand use their commercially reasonable efforts to, prior to the Effective Time (orTime, with respect to any Pre-Closing Reorganization intended to be consummated after the Closing, as soon as reasonably practicable after the Closing), all documentation reasonably necessary and do such other acts and things as are reasonably necessary to give effect to such Pre-Closing Reorganization; provided, however, that neither the Partnership nor the General Partner shall be required to take or cooperate with including any action requested by Parent pursuant amendment to this Section 5.17 if (i) the Partnership Agreement or the General Partner determines, in its reasonable discretion, that such action (A) would reasonably be expected to be disadvantageous to a Common Unitholder (or a direct or indirect owner Plan of such Common Unitholder) or holder of Partnership Preferred Units or (B) would reasonably be expected to impede, hinder, or delay the Closing or the satisfaction of any condition to Closing set forth in Article VI or (ii) such action would be effective prior to the Effective Time and the Partnership or the General Partner determines, in its reasonable discretion, that, taking into account Section 5.17(b), such action nonetheless is reasonably expected to be disadvantageous to the Partnership, the General Partner, or their respective Affiliates in the event that Closing does not occurArrangement. (b3) Without limiting the generality of the foregoing, The Parent agrees that it will be responsible for all reasonable out-of-pocket Corporation costs and expenses incurred by the Partnership, its Affiliates (which, for purposes of this Section 5.17, shall at all times include Golar LNG Limited), including reasonable out-of-pocket professional fees and the General Partner associated expenses) in connection with any Pre-Closing ReorganizationReorganization to be carried out at its request. Parent shall, including professional fees promptly upon request by the Corporation, reimburse the Corporation for all reasonable, documented and expenses and Taxes, and shall indemnify and save harmless the Partnership, its Affiliates, and the General Partner and their respective Representatives from and against any and all losses, damages, claims, Taxes, invoiced out-of-pocket costs or expenses suffered or actually incurred by any of them the Corporation or its Subsidiaries in connection with or as a result of performing any such obligations under this Section 4.20. (4) The Parent agrees that it will be responsible to prepare, prior to the Effective Time, all documentation necessary to give effect to any Pre-Closing Reorganization. Upon request by the Corporation, except the Parent agrees that it will promptly provide the Corporation with the documentation necessary to give effect to any Pre-Closing Reorganization before the extent such losses, damages, claims, Taxes, costs or expenses arose from the bad faith or willful misconduct of the Partnership or its Representatives. Parent hereby Effective Time. (5) Each Party agrees that any actions taken at transactions in connection with the request of Parent pursuant to Pre-Closing Reorganization or the Corporation’s cooperation contemplated by this Section 5.17 shall 4.20, will not constitute a breach of, or non-compliance with, be considered in determining whether a representation, warranty or covenant of the Corporation or the Subsidiary undertaking such Pre-Closing Reorganization under this Agreement or the Plan of Arrangement has been breached (including where any such Pre-Closing Reorganization requires the consent of any third party under a Contract). (6) If the Plan of Arrangement is not completed, the Parent shall indemnify and hold harmless the Corporation, its Subsidiaries and their respective officers, directors and employees (to the extent such persons are assessed with any statutory liability) for all direct and indirect costs or losses, liabilities, damages, claims, interest awards, judgements and penalties and out-of-pocket costs and expenses (including any professional fees and expenses and taxes) actually incurred or suffered by the Corporation, its Subsidiaries and their respective officers, directors and employees, in connection with, arising from or as a result of effecting all or any part of or the reversal or unwinding of any Pre-Closing Reorganization. (7) Notwithstanding anything to the contrary in this Agreement by Section 4.20, the Partnership, its Affiliates, or rights and obligations in this Section 4.20 shall not override the General Partnerrights and obligations of the parties under Section 4.12.

Pre-Closing Reorganization. (a) The Partnership Target covenants and the General Partner agree agrees that, upon the reasonable request by Acquireco, Target shall, and shall cause each of Parent and upon its Subsidiaries to use its reasonable prior notice from Parent, the Partnership and the General Partner shall use commercially reasonable commercial efforts to: to (i) file or consent take such actions to any Tax elections or perform such other reorganization transactions with respect to any Subsidiary of the Partnership reorganize their respective capital, assets and structure as Parent Acquireco may reasonably request in writing writing, acting reasonably (eachcollectively, a the “Pre-Closing Arrangement Reorganization”); ) and (ii) cooperate with Parent Acquireco and its advisors in order to determine the nature of the Pre-Closing Reorganizations, if any, Arrangement Reorganization that might be undertaken and the manner in which they would it might most effectively be undertaken, including providing any necessary information in connection therewith; (iii) cooperate with Parent and its advisors to seek to obtain consents or waivers, if any, which are required from any third party to give effect to ; provided that the Pre-Closing ReorganizationsArrangement Reorganization (A) does not interfere with the ongoing operations of Target and its Subsidiaries; and (ivB) prepareis not prejudicial to Target or any Subsidiary of Target or Target Securityholders or inconsistent with the provisions of this agreement; (C) shall not, and any actions taken in furtherance thereof shall be considered not to, constitute a breach of the representations or warranties or covenants hereunder; (D) does not require the directors, officers, employees or agents of Target or its Subsidiaries to take any action in any capacity other than as a director, officer or employee; (E) does not impede, or cooperate with Parent interfere with, delay the occurrence of the Effective Date by more than three Business Days after the satisfaction or waiver of the last of the conditions to preparebe satisfied or waived in Schedules C, D or E, or prevent the completion of the Transactions; (F) shall not affect or modify in any respect the obligations of any of Acquireco or Canco under this agreement; (G) is reasonably capable of being consummated following the date of the Final Order and prior to the Effective Time; (H) does not have adverse Tax consequences to Target or its Subsidiaries; and (I) does not require Target or any of its Subsidiaries to obtain any waivers, consents, approvals, or make any filing (other than any Tax filing or election) with, any Agency or other third party or otherwise adversely affect any contract or agreement between Target or any of its Subsidiaries and any third party. Acquireco shall provide written notice to Target of any proposed Pre-Arrangement Reorganization at least five business days prior to the Effective Time (or, with respect to any provided that the Pre-Closing Arrangement Reorganization intended to be consummated after the Closing, as soon as reasonably practicable after the Closing), all documentation reasonably necessary and do such other acts and things as are reasonably necessary to give effect to such Pre-Closing Reorganization; provided, however, that neither the Partnership nor the General Partner shall be required to take or cooperate with any action requested by Parent pursuant to this Section 5.17 if (i) the Partnership or the General Partner determines, in its reasonable discretion, that such action (A) would reasonably be expected to be disadvantageous to a Common Unitholder (or a direct or indirect owner of such Common Unitholder) or holder of Partnership Preferred Units or (B) would reasonably be expected to impede, hinder, or delay the Closing or the satisfaction of any condition to Closing set forth in Article VI or (ii) such action would no event be effective prior to the Effective Time and granting of the Partnership Final Order. Acquireco shall bear all costs of the Pre-Arrangement Reorganization, including any liability for Taxes of Target or any of the General Partner determines, Subsidiaries that may arise as a result of such Pre-Arrangement Reorganization. The parties will use their commercially reasonable efforts to structure the Pre-Arrangement Reorganization in its reasonable discretion, that, taking into account Section 5.17(b), such action nonetheless a manner that it is reasonably expected to be disadvantageous made effective immediately prior to the Partnership, the General Partner, or their respective Affiliates in Effective Time. In the event that Closing does not occur. (b) Without limiting the generality of the foregoing, Parent agrees that it will be responsible for all reasonable costs and expenses incurred by the Partnership, its Affiliates (which, for purposes of this Section 5.17, shall at all times include Golar LNG Limited), Pre-Arrangement Reorganization is completed and the General Partner associated with any Pre-Closing Reorganization, including professional fees and expenses and Taxes, and shall indemnify and save harmless the Partnership, its Affiliates, and the General Partner and their respective Representatives from and against any and all losses, damages, claims, Taxes, costs or expenses suffered or incurred by any of them in connection with or Arrangement is not completed as contemplated herein as a result of any termination of this agreement in accordance with its terms by Target, Acquireco shall reimburse Target for any loss or damages, including any liability for Taxes, caused to or incurred by Target or any of the Subsidiaries directly or indirectly as a result of such Pre-Closing ReorganizationArrangement Reorganization and shall also bear any cost associated with returning the corporate structure, except capital structure, business, operations and assets, as applicable and as the case may be, to their state immediately prior to the extent Pre-Arrangement Reorganization (an “Unwinding Transaction”) where Target, in its sole discretion, considers such losses, damages, claims, Taxes, costs Unwinding Transaction to be necessary or expenses arose from the bad faith or willful misconduct of the Partnership or its Representatives. Parent hereby agrees that any actions taken at the request of Parent pursuant to this Section 5.17 shall not constitute a breach of, or non-compliance with, a representation, warranty or covenant in this Agreement by the Partnership, its Affiliates, or the General Partnerdesirable.