Common use of Retained Names and Marks Clause in Contracts

Retained Names and Marks. (a) The Acquirer Parties hereby acknowledge that all right, title and interest in and to the “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewith. Each of the Acquirer Parties further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any rights, or is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein. (b) The Midstream Group Entities shall, for a period of ninety (90) days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, all of its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”), after which period the Acquirer Parties shall, and shall cause the Midstream Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references to the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (c) Except as expressly provided in this Section 5.12, no other right to use the Retained Names and Marks is granted by Devon to Crosstex MLP, its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breach.

Retained Names and Marks. (a) The Acquirer Parties Acquiror hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATIONTRANSFER PARTNERS” and “DEVON MIDSTREAM PARTNERSENERGY TRANSFER” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates, and that, except as expressly provided belowset forth in this Agreement, any and all right of the Acquirer Parties Acquiror or the Midstream Compression Group Entities to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewith. Each of the Acquirer Parties Acquiror further acknowledges that none of the Acquirer PartiesAcquiror, the Midstream Compression Group Entities, Entities or their respective Subsidiaries shall have any rights, or is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein. (b) The Midstream Group Entities shall, for a period of ninety (90) days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, all of its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”), after which period the Acquirer Parties shall, and shall cause the Midstream Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing StockAcquiror agrees that, except for references to the Retained Names and Marks contained in any agreements withas otherwise contemplated by this Agreement, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (c) Except as expressly provided in this Section 5.12, no other right to use the Retained Names and Marks is granted by Devon to Crosstex MLP, its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLPAcquiror, the Midstream Compression Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation except for any claims that the Retained Names and Marks infringe the Intellectual Property rights of or outside the scope permitted by this Section 5.12any Third Party. In addition to any and all other available remedies, the Acquirer Parties Acquiror shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLPAcquiror, the Midstream Compression Group Entities or any of their respective Affiliates (i) in accordance with the terms and conditions of this Section 5.9, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any Third Party; or (ii) in violation of or outside the scope permitted by this Section 5.125.9. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties Acquiror hereby acknowledge acknowledges that in the event of any breach or threatened breach of this Section 5.125.9, the Contributor Parties, in addition to any other remedies available to itthem, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLPAcquiror, the Midstream Compression Group Entities or any of their respective Affiliates from any such breach or threatened breach. (c) Notwithstanding anything to the contrary in this Agreement, Acquiror shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Compression Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquiror shall not use the Retained Names and Marks to promote any products or services and Acquiror shall make explicit that the Compression Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) The Acquirer Parties Buyer hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” namesnames set forth on Section 6.10 of the Disclosure Schedule, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties Seller or their respective Affiliates, its Affiliates (other than the Acquired Entities) and that, except as expressly provided below, any and all right of the Acquirer Parties or Acquired Entities and the Midstream Group Entities Acquired Business to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewithSeller. Each of the Acquirer Parties Buyer further acknowledges that none of the Acquirer Partiesthey have no rights, the Midstream Group Entities, or their respective Subsidiaries shall have and are not acquiring any rights, directly or is acquiring any rightsindirectly hereunder, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) Buyer shall, as soon as practicable after the Closing, but in no event later than thirty (30) days thereafter, cause each Acquired Entity, as applicable, to file amended articles of incorporation with the appropriate authorities changing its corporate name to a corporate name that does not contain any Retained Names and Marks and to supply promptly any additional information and documentary materials that may be requested by the Seller with respect to such filings. (c) Buyer shall remove all of the existing signage of the Acquired Business containing the Retained Names or Marks as soon as practicable, but in any event no later than one (1) year after the Closing. The Midstream Group Entities Acquired Business shall be entitled to use existing signage until such signage is removed in accordance with the terms of this Section 6.10. (d) The Acquired Business shall, for a period of ninety one (901) days year after the date of the Contribution Closing, and without any fee to Buyer or any of its Affiliates, be entitled to use, solely in connection with the operation use all of the Midstream Business as operated immediately prior to the Contribution Closing, all of its Acquired Entities’ existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, Internet web sites and Internet domain names, inventory and other documents and materials that contain containing the Retained Names and Marks (“Existing Stock”); provided, after which however, that (i) the Acquired Business will have the right to use the Retained Names and Marks for the sole purpose of redirecting customers who use Internet domain names to websites used by the Acquired Business for a period the Acquirer Parties shallof three (3) years, and (ii) the Acquired Business and its Affiliates shall cause not replace the Midstream Group Entities tosupply of Existing Stock following the Closing Date. From and after such date, the Buying Parties shall remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references and transfer to the Seller any rights with respect to Internet domain names incorporating any Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their AffiliatesMarks. (ce) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon the Seller to Crosstex MLP, its Affiliates the Buying Parties or the Midstream Group Entities Acquired Business, whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities Buying Parties or their respective Affiliates the Acquired Business to use the Retained Names and Marks in on any manner documents, materials, products or services other than as provided in connection with Existing Stockthis Section 6.10. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Buying Parties shall have no responsibility for claims by third parties arising out of, or relating to, the ensure that all use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities Acquired Business as provided in this Section 6.10 shall be only with respect to goods and services of a level of substantial quality so that the Retained Names and Marks will not suffer a significant reduction in value. (f) Nothing in this Section 6.10 shall require Buyer or any of its Affiliates to cause independent third parties (such as dealerships or repair shops) to cease using any of the Retained Names or Marks. (g) The Parties shall cooperate with each other and use their respective Affiliates commercially reasonable efforts to promptly take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws to effectuate and document the foregoing rights granted with respect to the Retained Names and Marks in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement 6.10 as soon as practicable, including preparing and filing promptly and fully all documentation to the contraryeffect all necessary filings, the Acquirer Parties hereby acknowledge that in the event notices, petitions, statements, registrations, submissions of any breach or threatened breach of this Section 5.12information, the Contributor Parties, in addition to any applications and other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachdocuments.

Retained Names and Marks. (a) The Acquirer Parties Purchaser and Purchaser Shareholder hereby acknowledge that all right, title and interest in and to the name “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” namesINTAC”, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective AffiliatesSeller Parent, and that, except as expressly provided below, any and all right of the Acquirer Parties Distribution Companies or the Midstream Group Entities Meidi Technology (if applicable) to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any Seller Parent. Purchaser and all goodwill associated therewith. Each of the Acquirer Parties Purchaser Shareholder further acknowledges acknowledge that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall they have any no rights, or is and are not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein. (b) The Midstream Group Entities Purchaser shall, as soon as practicable after the Closing, but in no event later than 5 Business Days thereafter, cause the Distribution Companies and Meidi Technology (if applicable) to file amended articles of incorporation with the appropriate authorities changing its corporate name to a corporate name that does not contain any Retained Names and Marks and to supply promptly any additional information and documentary materials that may be requested by the Seller Parent with respect to such filings. (c) The Distribution Companies and Meidi Technology (if applicable) shall, for a period of ninety (90) days 20 Business Days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, use all of its their existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”)) containing the Retained Names and Marks, after which period date the Acquirer Parties shall, and Purchaser shall cause the Midstream Group Entities to, Distribution Companies and Meidi Technology (if applicable) to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references and transfer to the Seller Parent any rights with respect to Internet domain names incorporating any Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their AffiliatesMarks. (cd) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon the Seller Parent, Seller or Intac Trading to Crosstex MLPthe Purchaser, its Affiliates Purchaser Shareholder, the Distribution Companies or the Midstream Group Entities Meidi Technology, whether by implication or otherwise, and nothing hereunder permits Crosstex MLPthe Purchaser, Purchaser Shareholder, the Midstream Group Entities Distribution Companies or their respective Affiliates Meidi Technology to use the Retained Names and Marks in on any manner documents, materials, products or services other than in connection with the Existing Stock. In no event The Purchaser shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates ensure that all use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities Distribution Companies or any of their respective Affiliates Meidi Technology as provided in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement 5.04 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachClosing.

Retained Names and Marks. (a) The Acquirer Parties hereby acknowledge that all rightBuyer agrees and acknowledges that, title and interest except as set forth in and to the “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” namesSection 8.5(b), together with all variations and acronyms thereof and all nothing herein grants Buyer or its Affiliates any rights in any registered or unregistered trademarks, service marks, Internet domain namescertification marks, logos and trade namesdress incorporating the word “Chart”, trade dressincluding, company names and other identifiers for the avoidance of source or goodwill containingdoubt, incorporating or associated with any of the foregoing words, marks, corporate symbols, acronyms or logos listed on Schedule 8.5(a) or any derivation thereof (collectively, collectively the “Retained Names and Chart Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates). Except as set forth in Section 8.5(b), Buyer shall not, and thatshall cause its Affiliates not to, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities to use the Retained Names and Chart Marks shall terminate as of in connection with the Contribution Closing and shall immediately revert to Business or for any other purpose following the Contributor Parties, along with any and all goodwill associated therewith. Each of the Acquirer Parties further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any rights, or is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided hereinClosing. (b) The Midstream Group Entities shall, for a period of ninety (90) days after the date Effective as of the Contribution ClosingClosing and until the nine (9) month anniversary of the Closing Date (the “Marks Transition Period”), be entitled Parent hereby grants to useBuyer and its Affiliates a limited, worldwide, non-exclusive, non-transferrable, royalty-free license to use the Chart Marks solely as necessary in connection with the operation of Business, including on websites and materials such as signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, business cards and product packaging. Promptly following the Midstream Business as operated immediately Closing (and in any event prior to the Contribution Closing, all expiration of its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”Transition Period), after which period the Acquirer Parties shall, Buyer shall and shall cause each of its Affiliates (including the Midstream Group Entities toAcquired Company), remove or obliterate as applicable, (i) to make all Retained Names filings with any Governmental Body and take all other actions to eliminate the use of any Chart Marks from such Existing Stock its corporate name, registered names, fictitious or cease using such Existing Stockdoing-business-as names or other similar applications and (ii) to effect the elimination of any use of the Chart Marks in the Business, except for references including by removing the Chart Marks from their respective signage, stationary, purchase orders, invoices, labels, packaging, business cards, equipment, machinery and advertising materials; provided, however, that with respect to paper goods and other similar inventory items, Buyer and its Affiliates shall be permitted to (including with respect to the Retained Names and Marks contained in Acquired Company) use any agreements with, or documents describing such amounts of materials existing at the commercial relationship with, the Contributor Parties or their AffiliatesClosing until they are depleted. (c) Except as expressly provided in this Notwithstanding the foregoing, subject to Section 5.1212.3, no other right to use the Retained Names Buyer and Marks is granted by Devon to Crosstex MLP, its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities or their respective Affiliates shall be permitted to use the Retained Names and Marks in any manner other than in connection with Existing Stock. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected communicate to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, that they have purchased the Business from Parent and Sellers and reference such names in such communications (including with reference to Parent or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachSellers).

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATIONROHM AND XXXX” and “DEVON MIDSTREAM PARTNERS” namesname, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, to the extent containing or incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective AffiliatesSeller, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Xxxxxx Entities, Holdco and each JV Entity to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor PartiesSeller, along with any and all goodwill associated therewith. Each of the Acquirer Parties The Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights as expressly provided herein. (b) The Midstream Group Entities Purchaser shall, as soon as practicable after the Closing, but in no event later than ten (10) Business Days thereafter, cause Holdco to submit to appropriate Governmental Authorities amended articles of incorporation (or similar organizational documents) changing its corporate name, “doing business as” name, trade name and any other similar corporate identifier to a corporate name, “doing business as” name, trade name or any other similar corporate identifier that does not contain any Retained Names and Marks, and to supply promptly any additional information, documents and materials that may be requested by the Seller with respect to such submissions and the Seller shall provide such reasonable assistance to the Purchaser as the Purchaser shall request in connection therewith. (c) Each of the Xxxxxx Entities, Holdco and each JV Entity shall, for a period of ninety (90) 90 calendar days after the date of the Contribution Closing, with respect to (i) below and until March 31, 2010, with respect to (ii) below, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, all of (i) its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”)) and (ii) inventory, in each case, containing the Retained Names and Marks, after which period periods the Acquirer Parties shall, and Purchaser shall cause the Midstream Group Entities to, each such entity to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references to the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (cd) Except as expressly provided in this Section 5.125.11, no other right to use the Retained Names and Marks is granted by Devon the Seller to Crosstex MLP, the Purchaser or its Affiliates or (including, for purposes of this Section 5.11, the Midstream Group Entities Xxxxxx Entities, Holdco and each JV Entity), whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities Purchaser or their respective its Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. In no event The Purchaser shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use the Retained Names and Marks in any manner ensure that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, its uses of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates as provided in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breach.this

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATIONBOSTON SCIENTIFIC”, “BSCI” and “DEVON MIDSTREAM PARTNERSBSC” names, together with all variations and acronyms thereof names that resemble the foregoing so as to be likely to cause confusion or mistake or to deceive, and all trademarks, service marks, Internet domain names, tag lines, logos, trade names, trade dress, packaging designs, media branding designs, company names and other identifiers of source or goodwill containing, containing or incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively shall be retained by the Contributor Parties BSC or their respective any of its Affiliates, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Purchaser to use the Retained Names and Marks hereunder shall terminate as of the Contribution Closing and shall immediately revert to the Contributor PartiesBSC, along with any and all goodwill associated therewith. Each of the Acquirer Parties The Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any rights, or it is not acquiring any rights, rights to use the Retained Names and Marks, except for the rights as expressly provided herein. (b) The Midstream Group Entities shallAfter the Closing Date, for a period of ninety (90) days after the date of the Contribution Closing, Purchaser shall be entitled to use, solely in connection with the operation of the Midstream Business as operated in all material respects immediately prior to the Contribution Closing, all of its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory inventory, packaging and other documents and materials (“Existing Stock”) containing the Retained Names and Marks, provided that contain the Purchaser shall use commercially reasonable efforts to remove, or cease using the Retained Names and Marks (“or in the case of advertisements, promotional materials, inventory and packaging, over-label or re-sticker such Existing Stock”Stock so as to conceal such Retained Names and Marks) as promptly as practicable after the Closing. After the twelve (12) month anniversary of the Closing Date (or until such Existing Stock is exhausted in the case of the inventory of any Product for which the Retained Names and Marks are embedded in such Product as part of the manufacturing process and not reasonably capable of being stickered or labeled), after which period the Acquirer Parties shall, Purchaser shall have no right to use the Retained Names and Marks hereunder and shall cause the Midstream Group Entities to, remove have removed or obliterate obliterated all Retained Names and Marks from such Existing Stock or cease ceased using such Existing StockStock (or in the case of advertisements, except for references promotional materials, inventory and packaging, shall have over-labeled or re-stickered such Existing Stock so as to the conceal such Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their AffiliatesMarks). (c) Except as expressly provided in this Section 5.125.06, no other right to use the Retained Names and Marks is granted by Devon BSC to Crosstex MLP, the Purchaser or its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities Purchaser or their respective its Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. In no event The Purchaser shall ensure that all its uses of the Acquirer Parties, Retained Names and Marks as provided in this Section 5.06 shall be only with respect to goods and services of a level of quality commensurate with the Midstream Group Entities quality of goods and services with respect to which the Retained Names and Marks were used in the Business prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.06 shall inure solely to the benefit of BSC. The Purchaser or their respective its Affiliates shall not use the Retained Names and Marks hereunder in any manner that may reasonably be expected to damage or tarnish the reputation of Devon BSC or the goodwill associated with the Retained Names and Marks. For the avoidance of doubt, nothing in this Section 5.06 shall preclude the Purchaser and its Affiliates from keeping records and other historical or archived documents containing or referencing the Retained Names and Marks or referring to the historical fact that the Business was previously conducted under the Retained Names and Marks, provided that with respect to any such reference, the Purchaser shall not use the Retained Names and Marks to promote any products or services and the Purchaser shall make explicit that the Business is no longer affiliated with BSC, the Sellers or any of their Affiliates. (d) The Acquirer Parties agree Purchaser agrees that the Contributor Parties BSC shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Purchaser of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12Closing, except as provided under Article VIII. In addition to any and all other available remedies, and except as provided pursuant to Article VIII, the Acquirer Parties Purchaser shall indemnify and hold harmless the Contributor Parties BSC and its Affiliates, and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLPthe Purchaser (i) in accordance with the terms and conditions of this Section 5.06, other than such claims that the Midstream Group Entities Retained Names and Marks infringe the Intellectual Property rights of any third party, or any of their respective Affiliates (ii) in violation of or outside the scope permitted by this Section 5.125.06. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties Purchaser hereby acknowledge acknowledges that in the event of any breach or threatened breach of this Section 5.125.06, the Contributor PartiesBSC, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or Purchaser and any of their respective its Affiliates from any such breach or threatened breach.

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the names “DEVON ENERGY CORPORATIONWolseley” and “DEVON MIDSTREAM PARTNERS” namesRaptor”, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties Xxxxxx or their respective Affiliatesits Affiliates (other than the Company and the Subsidiaries), and that, except as as, expressly provided below, any and all right of the Acquirer Parties Company or the Midstream Group Entities Subsidiaries to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any Seller or its Affiliates (other than the Company and all goodwill associated therewiththe Subsidiaries). Each of the Acquirer Parties The Purchaser further acknowledges that none of the Acquirer PartiesPurchaser, the Midstream Group Entities, Company or their respective Subsidiaries shall have any Subsidiary has any rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein. (b) The Midstream Group Entities shall, for a period of ninety (90) days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, all of its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”), after which period the Acquirer Parties shall, and shall cause the Midstream Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references to the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (c) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon the Seller to Crosstex MLPthe Purchaser, its Affiliates the Company or the Midstream Group Entities Subsidiaries, whether by implication or otherwise, and nothing hereunder permits Crosstex MLPthe Purchaser, the Midstream Group Entities Company or their respective Affiliates any of the Subsidiaries to use the Retained Names and Marks in on any manner documents, materials, products or services other than in connection with Existing Stock. In no event shall (i) the Acquirer Partiessale of existing inventories of products bearing the name “Raptor” and (ii) the use of existing inventories of labeled stationery, the Midstream Group Entities or their respective Affiliates use invoices and other office supplies and materials until replacement materials excluding the Retained Names and Marks can be obtained, in any manner that may reasonably be expected the case of clause (ii) for a period not to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) exceed 90 days from Closing. The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition Company agrees to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of remove the Retained Names and Marks from all vehicles and signage used by Crosstex MLPthe Company and the Subsidiaries as soon as practicable (but not later than December 31, the Midstream Group Entities or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement 2009). (c) The Company hereby grants to the contrarySeller and its Affiliates (other than the Company and the Subsidiaries), and the Acquirer Parties Purchaser hereby acknowledge that in consents to the event granting of, a royalty- free fully paid up license to use the names “Stock Loan Services” and “Stock Financial Services”, together with all variations thereof and all trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of any breach source containing, incorporating or threatened breach of this Section 5.12, associated with such names (the Contributor Parties“Licensed Names”), in addition to connection with the Construction Loan Business for a period of 12 months following the Closing. The Purchaser and the Company shall not, and the Company shall cause the Subsidiaries not to, use the Licensed Names at any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, time after the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachClosing.

Retained Names and Marks. (a) The Acquirer Parties Buyer hereby acknowledge acknowledges that all right, title and interest in and to (i) the “DEVON ENERGY CORPORATION” Trademark Rights set forth on Schedule 5.15.1, (ii) all variations, translations and “DEVON MIDSTREAM PARTNERS” namestransliterations thereof, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, Trademark Rights incorporating or associated with any of the foregoing foregoing, and (iii) all national drug codes (NDCs) owned or controlled by Seller or any of its Affiliates and used or displayed on any Distribution Product, Product Labeling or Existing Promotional Stock (collectively, the “Retained Names and Marks”) are owned exclusively by are, as between the Contributor Parties or and their respective Affiliates, owned exclusively by Seller or one of its Affiliates (excluding, from and thatafter the Closing, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewithPurchased Subsidiary). Each of the Acquirer Parties Buyer further acknowledges that none neither it nor any of its Affiliates (including the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any rights, or Purchased Subsidiary after Closing) is acquiring any rights, rights to use the Retained Names and Marks, except for the rights as expressly provided hereinbelow. (b) The Midstream Group Entities shallSubject to the terms and conditions of this Section 5.15, for a period of ninety (90) days after the date of the Contribution Closing, Buyer shall be entitled to use, solely and Seller, on behalf of itself and its Affiliates, hereby grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable (except to such of Buyer’s Affiliates that are engaged in connection with the operation Exploitation of the Midstream Business Products and to such of Buyer or such Affiliates’ distributors and service providers working in their capacity as operated immediately prior such, and solely within the scope of the license set forth herein) right and license, solely during the Applicable Transition Period, to the Contribution Closing, all of its existing signage use and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain display the Retained Names and Marks (“and any other Trademark Rights or NDCs used or displayed on Existing Promotional Stock”), after which or on Distribution Product or Product Labeling as at Closing or provided (directly or indirectly) by Seller or its Affiliates to Buyer or its Affiliates under the Transition Agreement) on Distribution Product, Product Labeling (only in connection with Distribution Product) and Existing Promotional Stock, in each case, solely as such Retained Names and Marks are used therein or thereon during the period between the Acquirer Parties shallClosing and the Distribution Transfer Date, and solely in connection with the Exploitation of such Distribution Products in a manner that is consistent in all material respect with the manner the Products were Exploited in connection with the Product Business immediately prior to Closing by or on behalf of Seller and its Affiliates. (c) After the Applicable Transition Period, Buyer shall cause (i) cease using, and, as promptly as practicable after the Midstream Group Entities toApplicable Transition Period, remove or obliterate all any Retained Names and Marks from any remaining Distribution Products, Product Labelling and Existing Promotional Stock (or destroy such Distribution Products, Product Labelling or Existing Stock or cease using such Existing Promotional Stock, except for references as applicable) that are in Buyer’s or its Affiliates’ possession or control and (ii) certify in writing to Seller such cessation and destruction within 30 Business Days following the end of each Applicable Transition Period. Buyer shall use, and cause each of its Affiliates to use, commercially reasonable efforts to cease its public use and display of Retained Names and Marks on any Distribution Products, Product Labelling and Existing Promotional Stock as soon as reasonably practicable prior to expiration of the Applicable Transition Period. (d) Seller shall have the right to terminate the licenses to the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (c) Except as expressly provided in under this Section 5.12, no other right 5.15.1 upon written notice to use Buyer if Buyer is in material breach of its obligations under this Section 5.15 with respect to the Retained Names and Marks and has failed to cure such material breach within 45 days (or such other time period as the Parties may agree) following written notice from Seller of such material breach; provided that such period will extend for an additional 30 days if Buyer can reasonably show that it is granted by Devon continuing to Crosstex MLPmake substantial, its Affiliates good faith efforts to cure such material breach. Following the Applicable Transition Period or the Midstream Group Entities whether by implication or otherwiseearlier termination thereof as permitted in this Section 5.15.1(d), and nothing hereunder permits Crosstex MLP, the Midstream Group Entities or their respective Affiliates to Buyer shall cease its use of the Retained Names and Marks in on Distribution Products, Product Labelling and Existing Promotional Stock. (e) During the Applicable Transition Period, Buyer shall not, and shall and hereby does cause its Affiliates not to, adopt, use, register or seek to register any manner Trademark Rights, or any domain name or social media identifier, that incorporates or (other than in connection with Existing Stock. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use respect to NDCs) is confusingly similar to any of the Retained Names and Marks. Neither Seller nor any of its Affiliates shall have any obligation hereunder to maintain or undertake the registration, maintenance, prosecution or defense of any of the Retained Names and Marks. As soon as practicable after Closing Date, but in no event later than 90 days following the Closing Date, Seller shall, and shall cause it Affiliates to, as applicable, cancel or abandon any Trademark Rights, domain names, and social media identifiers (or associated accounts) that include both any Retained Names and Marks and any Purchased Trademark. (f) Notwithstanding anything to the contrary, nothing in this Section 5.15 shall require Buyer or its Affiliates to destroy or modify (i) any manner materials kept for archival purposes or only used for internal business operations, or (ii) tooling equipment (other than Product molds) which display any Retained Names and Marks; provided that, to the extent reasonably feasible without undue cost or impediment to the utility or performance of such equipment, Buyer shall use commercially reasonable efforts to relabel or modify such equipment so that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the it no longer displays any Retained Names and Marks. (dg) The Acquirer Parties agree Within the Mold Transition Period, Buyer shall (i) cease all use of the Product molds that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of are Purchased Assets and that cause any Retained Names and Marks to be applied or embossed on Products (or vials or other containers or packaging therefor) and, as promptly as reasonably practicable after the Contribution Closing in violation of Mold Transition Period, remove or outside the scope permitted by this Section 5.12. In addition to obliterate any Retained Names and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, Marks from and against any and all such claims molds so that may arise out of the use, following the Contribution Closing, of such molds no longer apply or emboss the Retained Names and Marks by Crosstex MLPon Products (or vials or other containers or packaging therefor) or, if such removal or obliteration is not possible, destroy such molds and replace them, as desired, with molds that do not cause any Retained Names and Marks to be applied or embossed on Products (or vials or other containers or packaging therefor), and (ii) certify in writing to Seller that such cessation and removal or obliteration or destruction has been completed within 30 Business Days following the Midstream Group Entities end of the Mold Transition Period. The Parties acknowledge and agree that Xxxxx’s rights to use and display Retained Names and Marks applied or any of their respective Affiliates in violation of embossed on Products (or outside the scope permitted by vials or other containers or packaging therefor) are granted to Buyer pursuant to Section 5.15.1(b), subject to this Section 5.12. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breach5.15.1(g).

Retained Names and Marks. (a) The Acquirer Parties hereby acknowledge that all rightBuyer agrees and acknowledges that, title and interest except as set forth in and to this Section 7.7, nothing herein grants Buyer or its Affiliates any rights in any registered or unregistered Trademarks incorporating the word “DEVON ENERGY CORPORATIONAllscripts” and “DEVON MIDSTREAM PARTNERS” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing words, marks, corporate symbols, acronyms or logos of Sellers and their respective Affiliates (except as included in the Purchased Assets) or any derivation thereof (collectively, the “Retained Names and Seller Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates). Except as set forth in Section 7.7(b), Buyer shall not, and thatshall cause its Affiliates not to, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities to use the Retained Names and Seller Marks shall terminate as of in connection with the Contribution Closing and shall immediately revert to EPSi Business or for any other purpose following the Contributor Parties, along with any and all goodwill associated therewith. Each of the Acquirer Parties further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any rights, or is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided hereinClosing. (b) The Midstream Group Entities shall, for a period of ninety (90) days after the date Effective as of the Contribution ClosingClosing and until the three (3) month anniversary of the Closing Date (the “Marks Transition Period”), be entitled Sellers and their respective Affiliates hereby grant to useBuyer and its Affiliates a worldwide, solely non-exclusive, royalty-free license to use the Seller Marks in connection with the operation of the Midstream Business EPSi Business, including on websites and materials such as operated immediately signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, business cards and product packaging. Promptly following the Closing (and in any event prior to the Contribution Closingexpiration of the Marks Transition Period), all Buyer shall effect the elimination of its existing signage any use of the Seller Marks in the EPSi Business, including by removing the Seller Marks from the EPSi Business’ respective signage, stationary, purchase orders, invoices, labels, packaging, business cards, equipment, machinery and stocks of signsadvertising materials; provided, letterheadshowever, invoice stock, advertisements and promotional materials, inventory that with respect to paper goods and other documents and materials that contain the Retained Names and Marks (“Existing Stock”)similar inventory items, after which period the Acquirer Parties shall, and Buyer shall cause the Midstream Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references to the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (c) Except as expressly provided in this Section 5.12, no other right be permitted to use the Retained Names and Marks is granted by Devon to Crosstex MLP, its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachamounts of materials existing at the Closing until they are depleted.

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” namesnames set forth on Section 5.05(a) of the Disclosure Schedule, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “"Retained Names and Marks”") are owned exclusively by the Contributor Parties Seller or their respective Affiliates, its Affiliates (other than the Company and the Subsidiaries) and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Company and its Subsidiaries to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewithowner thereof. Each of the Acquirer Parties The Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) The Midstream Group Entities Purchaser shall, as soon as practicable after the Closing, but in no event later than five Business Days thereafter, cause the Company and each Subsidiary, as applicable, to file amended articles of incorporation with the appropriate authorities changing its corporate name to a corporate name that does not contain any Retained Names and Marks and to supply promptly any additional information and documentary materials that may be requested by the Seller with respect to such filings. (c) The Company and its Subsidiaries shall remove all of the Company's and its Subsidiaries' existing signage as soon as practicable, but in any event no later than 180 days after the Closing. The Company and its Subsidiaries shall be entitled to use existing signage until such signage is removed in accordance with the terms of this Section 5.05(c). (d) The Company and its Subsidiaries shall, for a period of ninety (90) 90 days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation use all of the Midstream Business as operated immediately prior to the Contribution Closing, all of Company's and its Subsidiaries' existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, Internet web sites and Internet domain names, inventory and other documents and materials that contain ("Existing Stock") containing the Retained Names and Marks (“Existing Stock”)Marks. From and after such date, after which period the Acquirer Parties shall, and Purchaser shall cause the Midstream Group Entities to, Company and each Subsidiary to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references and transfer to the Seller any rights with respect to Internet domain names incorporating any Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their AffiliatesMarks. (ce) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon the Seller to Crosstex MLP, its Affiliates the Purchaser or the Midstream Group Entities Company and its Subsidiaries, whether by implication or otherwise, and nothing hereunder permits Crosstex MLPthe Purchaser, the Midstream Group Entities Company or their respective Affiliates any of its Subsidiaries to use the Retained Names and Marks in on any manner documents, materials, products or services other than as provided in connection with Existing Stockthis Section 5.05. In no event The Purchaser shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates ensure that all use of the Retained Names and Marks by the Company and its Subsidiaries as provided in any manner that may reasonably this Section 5.05 shall be expected only with respect to damage goods and services of a level of quality equal to or tarnish greater than the reputation quality of Devon or goods and services with respect to which the goodwill associated with Business used the Retained Names and MarksMarks prior to the Closing. (df) The Acquirer Parties agree Purchaser agrees that the Contributor Parties Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Business of any Retained Names and Marks after the Contribution Closing in violation of or outside Closing, and the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties Purchaser shall indemnify and hold harmless the Contributor Parties Seller and their respective officers, directors, employees, agents, successors and assigns, its Affiliates from and against any and all such claims that may arise out of the use, following use thereof by the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachBusiness.

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the names “DEVON ENERGY CORPORATIONMcGraw Hill”, “McGraw Hill Financial”, “MH” and “DEVON MIDSTREAM PARTNERS” namesMHFI”, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing foregoing, including the McGraw Hill circle logo (i.e., ) (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties Seller or their respective Affiliatesone or more of its Affiliates (excluding the Acquired Companies), and that, except as expressly provided below, any and all right of the Acquirer Parties Business or the Midstream Group Entities Acquired Companies to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewithSeller or one or more of its Affiliates (excluding the Acquired Companies). Each of the Acquirer Parties Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) The Midstream Group Entities Purchaser shall, for a period of ninety (90) 180 days after the date of the Contribution Closing, be entitled to have the Acquired Companies use, and Seller (on behalf of itself and its Affiliates) hereby grants a non-exclusive license to the Purchaser and the Acquired Companies to use the Retained Names and Marks solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, all of its the Acquired Companies’ existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory inventory, websites and other documents and materials that contain containing the Retained Names and Marks (“Existing Stock”), after which period the Acquirer Parties Purchaser shall, and shall cause the Midstream Group Entities each Acquired Company to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references to the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (c) Except as expressly provided in this Section 5.125.06, no other right to use the Retained Names and Marks is granted by Devon the Seller to Crosstex MLP, the Purchaser or any of its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, shall permit the Midstream Group Entities Purchaser or their respective any of its Affiliates to use the Retained Names and Marks in any manner other than in connection with the Existing Stock. In no event The Purchaser shall, and shall cause each Acquired Company to, ensure that all uses of the Acquirer PartiesRetained Names and Marks as provided in this Section 5.06 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.06 shall inure solely to the benefit of Seller. The Purchaser shall not, the Midstream Group Entities or their respective Affiliates and shall cause each Acquired Company not to, (i) use the Retained Names and Marks hereunder in any manner that may would reasonably be expected to damage damage, impair or tarnish the reputation of Devon Seller or its Affiliates (excluding the Acquired Companies) or the goodwill associated with the Retained Names and Marks; or (ii) contest the ownership or validity of any of the Retained Names and Marks during the one (1)-year period after the date of this Agreement. (d) The Acquirer Parties agree Purchaser agrees that the Contributor Parties Seller and its Affiliates (excluding the Acquired Companies) shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Acquired Companies of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12Closing. In addition to any and all other available remedies, the Acquirer Parties Purchaser shall indemnify and hold harmless Seller and its Affiliates (excluding the Contributor Parties and their respective officers, directors, employees, agentsAcquired Companies), successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLPthe Acquired Companies (i) in accordance with the terms and conditions of this Section 5.06, other than such claims that the Midstream Group Entities Retained Names and Marks infringe or otherwise violate the Intellectual Property rights of any of their respective Affiliates third party; or (ii) in violation of or outside the scope permitted by this Section 5.125.06. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties Purchaser hereby acknowledge acknowledges that in the event of any breach or threatened breach of this Section 5.125.06, the Contributor PartiesSeller, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities Business or any of their respective Affiliates the Acquired Companies from any such breach or threatened breach.

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the names “DEVON ENERGY CORPORATIONXxxx & Xxxxxx” and “DEVON MIDSTREAM PARTNERS” namesP&T”, together with all variations thereof and all trademarks, service marks, domain names, trade names, trade dress, corporate names and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewithSellers. Each of the Acquirer Parties Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights as expressly provided herein. (b) The Midstream Group Entities Purchaser shall, for a period of ninety (90) days 45 Business Days after the date of the Contribution ClosingClosing Date, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, all of its the existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain included in the Retained Names and Marks Purchased Assets (“Existing Stock”)) containing the Retained Names and Marks, after which period date the Acquirer Parties shall, and Purchaser shall cause the Midstream Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references and transfer to the Sellers any rights with respect to Internet domain names incorporating any Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their AffiliatesMarks. (c) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon the Sellers to Crosstex MLPthe Purchaser, its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, shall permit the Midstream Group Entities or their respective Affiliates Purchaser to use the Retained Names and Marks on or in connection with any manner documents, materials, products or services other than in connection with the Existing Stock. The Purchaser shall ensure that all use of the Retained Names and Marks by the Purchaser as provided in this Section 5.11 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Names and Marks were used in the Business prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.11 shall inure solely to the benefit of the Sellers. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates Purchaser use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon the Sellers or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree Purchaser agrees that the Contributor Parties no Seller shall have no any responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Purchaser of any Retained Names and Marks after the Contribution Closing Closing. The Purchaser shall indemnify and hold harmless the Sellers from any and all claims that may arise out of the use of the Retained Names and Marks by the Purchaser in violation accordance with the terms and conditions of or outside the scope permitted by this Section 5.125.11, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any third party. In addition to any and all other available remedies, the Acquirer Parties Purchaser shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, Sellers from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.125.11. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties Purchaser hereby acknowledge acknowledges that in the event of any breach or threatened breach of this Section 5.12, the Contributor PartiesSellers, in addition to any other remedies available to itthem for any breach or threatened breach of this Section 5.11, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Purchaser from any such breach or threatened breach.

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” names, names set forth on Exhibit 5.05 together with all variations and acronyms thereof and all registered and unregistered trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties one or their respective Affiliatesmore Bally Entities, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Company to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewithSellers. Each of the Acquirer Parties Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) The Midstream Group Entities Company shall, for a period of ninety 30 days (90or, in the case of exterior signage only, 60 days) days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation use all of the Midstream Business as operated immediately prior to the Contribution Closing, all of its Company’s existing signage and stocks of signs, letterheads, invoice stock, advertisements letterheads and promotional materials, inventory Inventory and other documents and materials that contain the Retained Names and Marks (excluding Membership Contracts) (“Existing Stock”)) containing the Retained Names and Marks, after which period the Acquirer Parties shall, and date Purchaser shall cause the Midstream Group Entities to, Company to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock; provided, except however, that Purchaser shall cause the Company, to the extent using any Existing Stock in accordance with the foregoing, to use its commercially reasonable efforts to make such conspicuous modifications to such Existing Stock so as to make it apparent on its face that the Company and the Business are no longer affiliated with any of the Bally Entities; provided further that none of Purchaser and its Affiliates shall enter into any Contract, including Membership Contracts (treating the Company as Business Owners for references to this purpose), containing any of the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their AffiliatesMarks. (c) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon any of the Sellers and the Company, on the one hand, to Crosstex MLPeither of Purchaser and the Company, its Affiliates or on the Midstream Group Entities other hand, whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, Purchaser or the Midstream Group Entities or their respective Affiliates Company to use the Retained Names and Marks in on any manner documents, materials, products or services other than in connection with the Existing Stock. In no event Purchaser shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates ensure that all use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Company as provided in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachClosing.

Retained Names and Marks. (a) The Acquirer Parties Purchasers hereby acknowledge that all right, title and interest in and to the names “DEVON ENERGY CORPORATIONClaxson Interactive Group” and “DEVON MIDSTREAM PARTNERS” namesClaxson”, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective AffiliatesSellers, and that, except as expressly provided below, any and all right of the Acquirer Parties or Companies and the Midstream Group Entities Subsidiaries to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewithSellers. Each of the Acquirer Parties Purchasers further acknowledges acknowledge that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall they have any no rights, or is and are not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided hereinbelow. (b) The Midstream Group Entities Each Company and each Subsidiary shall, for a period of ninety (90) days 45 Business Days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, use all of its such Company’s and such Subsidiary’s existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, Internet web sites and Internet domain names, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”)) containing the Retained Names and Marks, after which period date the Acquirer Parties shall, and Purchasers shall cause the Midstream Group Entities to, such Company and such Subsidiary to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references and transfer to the Sellers any rights with respect to Internet domain names incorporating any Retained Names or Marks. The Purchasers and all of the Companies and Subsidiaries, as well as any successors and/or assigns, shall thereafter permanently cease and desist from all use of any of the Retained Names and Marks contained in any agreements withform or manner, including, without limitation as part of any entity name or documents describing in connection with any goods or services, and shall not claim or purport to grant to any third party any rights with respect to any of the commercial relationship with, Retained Names and Marks or challenge or assist any third party in challenging in any way any of the Contributor Parties or their AffiliatesSellers’ rights with respect to same. (c) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon the Sellers to Crosstex MLP, its Affiliates the Purchasers or the Midstream Group Entities Companies and the Subsidiaries, whether by implication or otherwise, and nothing hereunder permits Crosstex MLPthe Purchasers, the Midstream Group Entities any Company or their respective Affiliates any Subsidiary to use the Retained Names and Marks in on any manner documents, materials, products or services other than in connection with the Existing Stock. In no event The Purchasers shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates ensure that all use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Companies and the Subsidiaries as provided in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachClosing.

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” namesnames set forth in Schedule 5.05, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) ), are owned exclusively by the Contributor Parties Sellers or their respective AffiliatesAffiliates (other than the Companies and the Company Subsidiaries), and that, except as expressly provided below, any and all right of the Acquirer Parties or Companies and the Midstream Group Entities Company Subsidiaries to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor PartiesSellers or their applicable Affiliates, along with any and all goodwill associated therewith. Each of the Acquirer Parties The Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights as expressly provided herein. (b) The Midstream Group Entities Purchaser shall, as soon as practicable after the Closing, but in no event later than 20 (20) Business Days thereafter, cause the Companies and the Company Subsidiaries to file amended Governing Documents with the appropriate Governmental Authorities changing its corporate name, “doing business as” name, trade name and any other similar corporate identifier to a corporate name, “doing business as” name, trade name or any other similar corporate identifier that does not contain any Retained Names and Marks and to supply promptly any additional information, documents and materials that may be requested by any of the Sellers with respect to such filings. (c) The Companies and the Company Subsidiaries shall, for a period of ninety twelve (9012) days after months following the date of the Contribution ClosingClosing Date, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, all of its the existing signage and stocks of signs, letterheads, invoice stock, product packaging, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”)) of the Companies and the Company Subsidiaries containing the Retained Names and Marks, after which period the Acquirer Parties shall, and Purchaser shall cause the Midstream Group Entities to, Companies and the Company Subsidiaries to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock; provided, except for references however, that the Purchaser shall cause the Companies and the Company Subsidiaries to use commercially reasonable efforts to ensure that all such Existing Stock used by them hereunder following the Closing shall, to the Retained Names extent practicable, display a notice, in a format reasonably acceptable to the Sellers, indicating that each Company and Marks contained in any agreements with, or documents describing Company Subsidiary (i) was formerly owned by the commercial relationship with, applicable Seller and (ii) is now owned by the Contributor Parties or their AffiliatesPurchaser. (cd) Except as expressly provided in this Section 5.125.05, no other right to use the Retained Names and Marks is granted by Devon the Sellers to Crosstex MLPany of the Purchaser, its Affiliates the Companies or the Midstream Group Entities Company Subsidiaries, whether by implication or otherwise, and nothing hereunder permits Crosstex MLPany of the Purchaser, the Midstream Group Entities Companies or their respective Affiliates the Company Subsidiaries to use the Retained Names and Marks in any manner other than in connection with the Existing Stock. The Purchaser shall ensure that all use of the Retained Names and Marks by the Companies and the Company Subsidiaries as provided in this Section 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Companies and the Company Subsidiaries used the Retained Names and Marks prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.05 shall inure solely to the benefit of the Sellers. In no event shall the Acquirer Partiesany event, the Midstream Group Entities or their respective Affiliates Purchaser shall not, and shall cause the Companies and the Company Subsidiaries not to, use the Retained Names and Marks in any manner that may reasonably be expected to might damage or tarnish the reputation of Devon the Sellers or any of their Affiliates or the goodwill associated with the Retained Names and Marks. (de) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties Purchaser shall indemnify and hold harmless the Contributor Parties Sellers and their Affiliates, and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates the Companies or the Company Subsidiaries (i) in accordance with the terms and conditions of this Section 5.05, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any third party or (ii) in violation of or outside the scope permitted by this Section 5.125.05. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties Purchaser hereby acknowledge acknowledges that in the event of any breach or threatened breach of this Section 5.125.05, the Contributor PartiesSellers, in addition to any other remedies available to itthem, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLPthe Purchaser and any of its Affiliates (including, following the Closing, the Midstream Group Entities or any of their respective Affiliates Companies and the Company Subsidiaries) from any such breach or threatened breach.

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the names “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” namesLafarge”, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or Sellers and their respective Affiliates, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Business to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewithSellers. Each of the Acquirer Parties The Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) The Midstream Group Entities As soon as reasonably practicable after the Closing Date, but in any event no later than 12 months after the Closing Date, the Purchaser shall, for a period of ninety (90) days after and shall cause its Affiliates to, remove or cover the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, Retained Names and Marks from all of its existing signage and stocks of signs, billboards, trucks, cars, labels, packaging, letterheads, invoice stock, advertisements and promotional materials, Internet web sites and Internet domain names, inventory and other documents and materials that contain included in the Retained Names and Marks Purchased Assets (“Existing Stock”), after which period the Acquirer Parties shall, and shall cause the Midstream Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock ) or cease using such Existing Stock, except for references and transfer to the Sellers any rights with respect to Internet domain names incorporating any Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their AffiliatesMarks. (c) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon the Sellers to Crosstex MLP, its Affiliates or the Midstream Group Entities whether by implication or otherwisePurchaser, and nothing hereunder permits Crosstex MLP, shall permit the Midstream Group Entities or their respective Affiliates Purchaser to use the Retained Names and Marks in on any manner documents, materials, vehicles, products or services other than in connection with the Existing Stock. In no event The Purchaser shall use reasonable best efforts to ensure that all of its uses of the Acquirer Parties, Retained Named and Marks as provided in this Section 5.06 shall be only with respect to goods and services of a level of quality equal to or greater than the Midstream Group Entities or their respective Affiliates use quality of goods and services with respect to which the Business used the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement prior to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachClosing.

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATIONGlatfelter” name and, to the extent used or held for use in connection with the Business, all names and “DEVON MIDSTREAM PARTNERS” namestrademarks that are owned by the Seller or any of its Affiliates and do not constitute Purchased Intellectual Property, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates, Seller and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Purchaser to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewithSeller. Each of the Acquirer Parties The Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights as expressly provided herein. (b) The Midstream Group Entities Purchaser shall, for a period of ninety six (906) days months after the date of the Contribution ClosingClosing Date, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing and solely in the geographic areas in which the Business operates immediately prior to the Closing, all of its the existing signage and stocks of signs, billboards, trucks, cars, labels, packaging, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials included in the Purchased Assets (“Existing Stock”) that contain the Retained Names and Marks (“Existing Stock”)Marks, after which period the Acquirer Parties Purchaser shall, and shall cause the Midstream Group Entities its Affiliates to, remove remove, obliterate or obliterate all cover the Retained Names and Marks from such Existing Stock or cease using such Existing Stock; provided that the Purchaser shall, for a period of twelve (12) months after the Closing Date, have the right to use packaging, labeling, containers, supplies, advertising and promotional materials, advertisements, technical data sheets and any similar materials bearing the Retained Names and Marks, solely in connection with the manufacture or sale of those Specified Products for which such materials are used immediately prior to the Closing and solely in the same manner as such materials are used immediately prior to the Closing. (c) Notwithstanding the foregoing, the Purchaser shall receive a non-exclusive, fully paid-up, royalty-free, non-transferable, non-sublicenseable (except as to any Affiliates or independent contractors used in the marketing, distribution or sale of the Specified Products solely on behalf of the Purchaser) limited license for references a period of two (2) years to use the Retained Names and Marks contained solely in connection with the marketing, distribution and sale of the Specified Products in the Business solely as the Retained Names and Marks have been used in the Business with respect to the Specified Products for the two (2) year period prior to the Closing Date; provided, however, that each such Specified Product must be manufactured, distributed and sold in accordance with the terms of this Section 5.5 and the applicable designs, product specifications and standards for the Specified Products used by the Seller immediately prior to the Closing Date (the “Quality Specification”). The Purchaser may also use the Retained Names and Marks for purposes of transitioning the Specified Products to trademarks, service marks, Internet domain names, trade names, trade dress, corporate names and other identifiers of source or goodwill that are neither Retained Names and Marks nor confusingly similar thereto; provided, however, that the Purchaser shall first provide the Seller with samples of any agreements withand all such proposed uses of the Retained Names and Marks and shall obtain the Seller’s prior written approval thereof, which approval shall not be unreasonably withheld, conditioned or delayed by the Seller. The Purchaser agrees to furnish to the Seller, from time to time as reasonably requested, samples of Specified Products to which it affixed the Retained Names and Marks and records of the Purchaser’s quality testing in connection therewith so that the Seller may ensure that the Specified Products meet the Quality Specification and other requirements of this Section 5.5. The Seller may keep records of the results of its quality testing provided that the Seller holds such information as confidential under Section 5.3(c) of this Agreement. If at any time, any Specified Products manufactured by the Purchaser and bearing the Retained Names and Marks shall, in the reasonable opinion of the Seller, fail to conform to the Quality Specification, the Seller shall give the Purchaser notice of such failure. With respect to such Specified Products manufactured by the Purchaser after the Seller has given such notice, the Purchaser shall employ its reasonable best efforts to cure such failure. The Purchaser shall not use the Retained Names and Marks in a manner that is detrimental to the value of or goodwill symbolized by the Retained Names and Marks or in a manner that is reasonably likely to injure, harm or reflect unfavorably on the reputation of the Seller or its Affiliates. The Purchaser shall not use and shall not authorize the use of the Retained Names and Marks, or documents describing any source identifier confusingly similar thereto, as part of the commercial relationship withname of a legal entity, trade name, brand name, domain name or any other type of name or source identifier. The Purchaser shall describe the Contributor Parties Retained Names and Marks in a manner so as to indicate clearly that the Retained Names and Marks are owned by the Seller and shall otherwise use its reasonable best efforts to ensure that its use of the Retained Names and Marks is not likely to cause confusion, mistake or deception as to the source, affiliation, sponsorship or endorsement between the Purchaser and the Seller or their Affiliatesrespective products or services. (cd) Except as expressly provided in this Section 5.125.5, no other right to use the Retained Names and Marks is granted by Devon the Seller to Crosstex MLPthe Purchaser, its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, shall permit the Midstream Group Entities or their respective Affiliates Purchaser to use the Retained Names and Marks in any manner other than in connection with the Existing StockStock and the Specified Products. In no event The Purchaser shall ensure that all use of the Acquirer Parties, Retained Names and Marks as provided in this Section 5.5 shall be only with respect to goods and services of a level of quality equal to or greater than the Midstream Group Entities or their respective quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.5 shall inure solely to the benefit of the Seller. The Purchaser shall not and shall cause its Affiliates not to (i) use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon the Seller or its Affiliates or the goodwill associated with the Retained Names and Marks other than in connection with the Existing Stock or the Specified Products nor (ii) contest the ownership or validity of any of the Retained Names and Marks, except in the case of (ii) in the event that the Seller or its Affiliates institute a claim or proceeding against the Purchaser for the infringement or misuse of the Retained Names and Marks where the Purchaser believes in good faith that it is using the Retained Names and Marks in accordance with the terms of this Section 5.5. (de) The Acquirer Parties agree Purchaser agrees that the Contributor Parties Seller and its Representatives shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Purchaser of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12Closing. In addition to any and all other available remedies, the Acquirer Parties Purchaser shall indemnify and hold harmless the Contributor Parties Seller and their respective officers, directors, employees, agents, successors and assigns, its Representatives from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLPthe Purchaser (i) in accordance with the terms and conditions of this Section 5.5, other than such claims that the Midstream Group Entities Retained Names and Marks infringe the Intellectual Property rights of any third party; or any of their respective Affiliates (ii) in violation of or outside the scope permitted by this Section 5.125.5. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties Purchaser hereby acknowledge acknowledges that in the event of any breach or threatened breach of this Section 5.125.5, the Contributor PartiesSeller, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Purchaser from any such breach or threatened breach. (f) The Purchaser shall not hold itself out as having any affiliation, association or relationship with the Seller, other than as may be required by applicable Law. The Purchaser acknowledges that its use of the Retained Names and Marks pursuant to Section 5.5(b) shall not be deemed an endorsement by the Seller of the Purchaser’s or its Affiliates’ products or services, nor be deemed an affiliation between the Parties or their Affiliates.

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATION” names and “DEVON MIDSTREAM PARTNERS” namesmarks listed in Part A of Section 5.07(a) of the Disclosure Schedule or other corporate names of ABB or its Affiliates, together with all variations and acronyms thereof any confusingly similar names and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source Trademarks containing or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective AffiliatesABB, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities OGP Business to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert back to ABB and the Sellers; provided that neither Purchaser nor any of the OGP Subsidiaries shall be prevented or restricted in any way by ABB from using those names listed in Part B of Section 5.07(a) of the Disclosure Schedule with the superscript or suffix “IT” contained therein so long as such use is without the superscript or suffix “IT” (for the avoidance of any doubt, with respect to the Contributor Partiesnames “Industrial IT Enabled”, along with “Industrial IT Certified”, and “Industrial IT Solutions”, Purchaser and the OGP Subsidiaries may use the names “Industrial Enabled”, “Industrial Certified”, and “Industrial Solutions”) (it being understood that ABB makes no warranties regarding the use by Purchaser or any and all goodwill associated therewith. Each of the Acquirer Parties OGP Subsidiaries of such names apart from the “IT” superscript or suffix as provided above). Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights as expressly provided hereinagreed to by ABB in writing. (b) The Midstream Group Entities Purchaser shall, as soon as practicable after the Closing, but in no event later than three (3) months thereafter, cause each OGP Subsidiary, as applicable, to file with the appropriate authorities the documents required by Law to effect a change to its corporate name to a corporate name that does not contain any Retained Names and Marks and to supply promptly any additional information and documentary materials that may be requested by ABB with respect to such filings. (c) Purchaser shall, for a period of ninety three (903) days months after the date of the Contribution ClosingClosing Date, be entitled to use, solely in connection with the operation use all of the Midstream Business as operated immediately prior to the Contribution Closing, all of its OGP Subsidiaries’ existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, Internet websites and Internet domain names associated therewith, inventory and other documents and materials that contain the Retained Names and Marks transferred to Purchaser or an OGP Purchaser (“Existing Stock”)) containing Retained Names and Marks, after which period the Acquirer Parties date Purchaser shall, and shall cause the Midstream Group Entities each OGP Subsidiary and each OGP Purchaser to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references and relinquish to the ABB any rights with respect to Internet domain names incorporating any Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their AffiliatesMarks. (cd) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon either ABB or any Seller to Crosstex MLPPurchaser, its Affiliates any OGP Purchaser or the Midstream Group Entities OGP Subsidiaries, whether by implication or otherwise, and nothing hereunder permits Crosstex MLPPurchaser, the Midstream Group Entities any OGP Purchaser or their respective Affiliates any OGP Subsidiary to use the Retained Names and Marks in on any manner documents, materials, products or services other than in connection with the Existing Stock. In no event Purchaser shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates ensure that all use of the Retained Names and Marks by the OGP Subsidiaries as provided in any manner that may reasonably this Section 5.07 shall be expected only with respect to damage goods and services of a level of quality equal to or tarnish greater than the reputation quality of Devon or goods and services with respect to which the goodwill associated with OGP Business used the Retained Names and MarksMarks prior to the Closing. (de) The Acquirer Parties agree Purchaser agrees that the Contributor Parties neither ABB nor any of its Affiliates shall have no any responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLPPurchaser, the Midstream Group Entities or OGP Subsidiaries, the OGP Business, the Investors and any of their respective Affiliates Purchaser Affiliate thereof of any Retained Names and or Marks after the Contribution Closing Date other than an allegation that the use of Retained Names or Marks is infringing the rights of a third party in violation of or outside the scope permitted by this Section 5.12. In addition to any respect, and all other available remedies, the Acquirer Parties Purchaser shall indemnify and hold harmless the Contributor Parties ABB and their respective officers, directors, employees, agents, successors and assigns, its Affiliates from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks use thereof by Crosstex MLPPurchaser, the Midstream Group Entities OGP Subsidiaries, the OGP Business, the Investors or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachPurchaser Affiliate thereof.

Retained Names and Marks. (a) a. The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATIONALBEMARLE” and “DEVON MIDSTREAM PARTNERSALBEMARLE CORPORATION” namesnames and the Albemarle logo, together with all variations and acronyms thereof thereof, and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or and any associated with any of Goodwill owned by the foregoing Seller other than the Transferred Intellectual Property (collectively, the “Retained Names and Marks”) ), are owned exclusively solely by the Contributor Parties Seller or their respective Affiliatesits Subsidiaries, and that, except as expressly provided belowin this Section 5.5, any and all right of the Acquirer Parties or the Midstream Group Entities Business to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor PartiesSeller, along with any and all goodwill Goodwill associated therewith. Each of the Acquirer Parties Purchaser and its Subsidiaries further acknowledges that none neither the Purchaser nor any of the Acquirer Parties, the Midstream Group Entities, or their respective its Subsidiaries shall have any rights, or is acquiring any rightsrights on or after the Closing Date, to use the Retained Names and MarksMarks after Closing, except for the rights expressly provided hereinin Section 5.5(b). (b) b. The Midstream Group Entities shall, for a period of ninety (90) days after the date of the Contribution Closing, Purchaser shall be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution ClosingClosing Date, all of its the existing signage and stocks of signs, letterheads, labels, office forms, packaging, invoice stock, advertisements and promotional materials, inventory and other documents and materials that are included in the Transferred Assets and contain the Retained Names and Marks (“Existing Stock”)) for: with respect to any Existing Stock that constitutes exterior or interior facility signage, a period of 90 days after the Closing and with respect to all other Existing Stock, the longer of (A) 90 days after the date of Closing and (B) 45 days after receipt by the Purchaser of any Existing Stock in transit as of the Closing Date, after which period the Acquirer Parties shall, and Purchaser shall cause the Midstream Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock; provided, except for references however, that the Purchaser shall use commercially reasonable efforts to ensure that all such Existing Stock used by it hereunder following the Closing shall, to the extent practicable, display a notice, in a format reasonably acceptable to the Seller, indicating that the Business was formerly owned by the Seller, and is now owned and operated by the Purchaser. Notwithstanding anything to the contrary in this Section 5.6, the Purchaser (A) may, at all times after the Closing, (1) keep records and other historical or archived documents containing or referencing the Retained Names and Marks contained for record and archival purposes, and (2) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks, (B) has no obligation to retrieve or alter any materials that display any Retained Names and Marks and are, as of the Closing, in the possession and control of a third party, or to revise any Contracts, unless required by applicable Law, and (C) may use any Retained Names and Marks (1) to the extent applicable Law would restrict the ability of the Purchaser or any of its Affiliates from operating the Business in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliatesrespect (but only while so restricted) and (2) as otherwise required under applicable Law. (c) c. Except as expressly provided in this Section 5.125.5, no other right to use the Retained Names and Marks is granted hereunder by Devon the Seller to Crosstex MLP, the Purchaser or any of its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities Purchaser or their respective any of its Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. The Purchaser shall use commercially reasonable efforts to ensure that all uses of the Retained Names and Marks provided in this Section 5.5 shall be only with respect to goods and services of a level of quality substantially similar to the quality of goods and services with respect to which the Retained Names and Marks were used in the Business prior to the Closing. Any and all Goodwill generated by the use of the Retained Names and Marks under this Section 5.5 shall inure solely to the benefit of the Seller. In no event shall the Acquirer Parties, the Midstream Group Entities Purchaser or their respective any of its Affiliates use the Retained Names and Marks hereunder in any manner that may reasonably be expected to damage or tarnish the reputation of Devon the Seller or the goodwill Goodwill associated with the Retained Names and Marks. (d) d. The Acquirer Parties agree Purchaser agrees that the Contributor Parties Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Purchaser and its Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12Date. In addition to any and all other available remedies, the Acquirer Parties Purchaser shall indemnify and hold harmless the Contributor Seller Indemnified Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities Purchaser or any of their respective its Affiliates in accordance with the terms and conditions of this Section 5.5, other than such claims (A) that the Retained Names and Marks, consistent with the use of such Retained Names and Marks prior to the Closing, infringe or dilute the Intellectual Property rights of any third party, (B) that constitute Excluded Liabilities, or (C) for which the Seller is obligated to indemnify a Purchaser Indemnified Party under Section 8.2; or in violation of or outside the scope permitted by this Section 5.125.5. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties Purchaser hereby acknowledge acknowledges that in the event of any breach or threatened breach of this Section 5.125.5, the Contributor PartiesSeller, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities Purchaser or any of their respective its Affiliates from any such breach or threatened breach, but may not seek to terminate the Purchaser’s right to use the Retained Names and Marks in accordance with the terms of this Section 5.5.

Retained Names and Marks. (a) The Acquirer Parties Buyer hereby acknowledge acknowledges that Seller or its Affiliates own all right, title and interest in and to the “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain company names, trade names, logos, trade dress, company names dress and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing Trademark rights set forth on Schedule 5.14.1 (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates), and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewith. Each of the Acquirer Parties further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries neither Buyer nor its Affiliates shall have any rights, or is acquiring any rights, right to use the Retained Names and Marks, except for the rights expressly provided herein. (b) The Midstream Group Entities Subject to the terms and conditions of this Agreement, Buyer shall, for a period of ninety (90) days after during the date of the Contribution ClosingApplicable Transition Period, be entitled to use (and shall have a limited non-exclusive, non-transferable license to use, with the right to sublicense to distributors and subcontractors in the ordinary course of business, the Retained Names and Marks solely as such Retained Names and Marks are used therein or thereon) all of the Product Business’s existing stocks of promotional materials, including all website content and such other documents and materials in existence and included within the Purchased Product Records (collectively, the “Existing Stock”), in each case, containing the Retained Names and Marks solely in connection with the operation of the Midstream Product Business as operated immediately prior to the Contribution Closing, all of its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”), after which period the Acquirer Parties shallApplicable Transition Period, and Buyer shall cause the Midstream Group Entities to, remove removal or obliterate obliteration of all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except ; provided that Buyer may only use Existing Stock during the Applicable Transition Period to the extent it is impracticable for references Buyer to use remove or obliterate the Retained Names and Marks contained in any agreements withfrom such Existing Stock prior to the use thereof, or documents describing the commercial relationship withto use, the Contributor Parties or their Affiliates. (c) Except as expressly provided in this Section 5.12, no other right to use the Retained Names and Marks is granted by Devon to Crosstex MLP, its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with lieu of Existing Stock. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use the Retained Names content, documents and Marks in any manner materials that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with do not contain the Retained Names and Marks. (dc) The Acquirer Parties agree that Subject to the Contributor Parties shall have no responsibility for claims by third parties arising out ofterms and conditions of this Agreement and the Transition Services Agreement, or relating toSeller (on behalf of itself and its Affiliates) hereby grants to Buyer and its Affiliates a limited, non-exclusive, royalty-free, non-assignable (except in accordance with Section 9.7) license to use, with the use by Crosstex MLPright to sublicense to distributors and subcontractors in the ordinary course of business, (i) the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after solely in the Contribution Closing Territory and solely to identify Seller or any of its Affiliates as the manufacturer of the Purchased Inventory and of any units of Product supplied under the Transition Services Agreement (“Supplied Product”) on the Product Labeling for such Purchased Inventory and Supplied Product solely to the extent such identification is required by applicable Law and solely to the extent that Seller or any of its Affiliates is the manufacturer of such Purchased Inventory or Supplied Product, (ii) Seller’s Product Labeling solely in violation the distribution and sale of or outside any Purchased Inventory and Supplied Product in the scope permitted by Territory, which license in (i) and (ii) shall terminate on the earlier to occur of (x) the expiry of the Applicable Transition Period and (y) the termination of such license in accordance with this Section 5.125.14.1(c). In addition Seller shall have the right to any terminate the licenses to the Retained Names and Marks under this Section 5.14.1 upon written notice to Buyer, if Buyer is in material breach of its obligations under this Section 5.14 with respect to the Retained Names and Marks and has failed to cure such material breach within 30 days (or such other time period as the Parties may agree) following written notice from Seller of such material breach. Following the Applicable Transition Period or the earlier termination thereof as permitted in this Section 5.14.1(c), Buyer shall cease all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLPon any Purchased Inventory or on any Supplied Product. (d) During and after the Applicable Transition Period, the Midstream Group Entities Buyer shall not, and shall and hereby does cause its Affiliates not to, adopt, use, register or seek to register any Trademark, or any of their respective Affiliates in violation of domain name or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement social media identifier that contains a term, that is substantially similar to, confusingly similar to the contrary, the Acquirer Parties hereby acknowledge that in the event or dilutive of any breach or threatened breach of this Section 5.12the Retained Names and Marks (together with all variations, the Contributor Partiestranslations, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachtransliterations and acronyms thereof).

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the names “DEVON ENERGY CORPORATIONHitachi” and “DEVON MIDSTREAM PARTNERSHNS,” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names corporate names, logos and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by either or both of the Contributor Parties or their respective AffiliatesSellers, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Company to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewithappropriate Seller. Each of the Acquirer Parties Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) The Midstream Group Entities Purchaser shall, for as soon as practicable after the Closing, but in no event later than 20 Business Days thereafter, cause the Company to effect a period of ninety change in its corporate name to a corporate name that does not contain any Retained Names and Marks. (90c) Within 90 days after the date of the Contribution Closing, be entitled the Purchaser shall use its reasonable best efforts to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, all of its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”), after which period the Acquirer Parties shall, and shall cause the Midstream Group Entities to, Company to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stockall existing stocks of signs, except for references to letterheads, advertisements and promotional materials, Internet web sites and Internet domain names, and other documents and materials containing the Retained Names and Marks contained in or limit the use of such existing stocks for internal use only, and transfer to the Sellers any agreements with, rights with respect to Internet domain names incorporating any Retained Names or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (c) Marks. Except as expressly provided in contemplated by this Section 5.125.05, no other right to use the Retained Names and Marks is granted by Devon either of the Sellers to Crosstex MLP, its Affiliates the Purchaser or the Midstream Group Entities Company, whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities Purchaser or their respective Affiliates the Company to use the Retained Names and Marks in on any manner other than in connection non-public documents, materials, products or services or unless required to comply with Existing Stock. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marksapplicable Law. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breach.

Retained Names and Marks. (a) The Acquirer Parties Purchasers hereby acknowledge that all right, title and interest in and to the “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” names, names set forth on Exhibit 5.05 together with all variations and acronyms thereof and all registered and unregistered trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “"Retained Names and Marks”") are owned exclusively by the Contributor Parties one or their respective Affiliatesmore Vitro Entities, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Acquired Companies to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to Sellers. Purchasers further acknowledge on behalf of themselves and their Affiliates (including the Contributor Parties, along with any and all goodwill associated therewith. Each of the Acquirer Parties further acknowledges Acquired Companies) that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall they have any no rights, or is and they are not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein, and further that they shall not challenge Sellers' ownership in or rights to use the Retained Names and Marks, nor register or seek to register any name or xxxx that is the same as or confusingly similar to any Retained Name or Xxxx. (b) The Midstream Group Entities Acquired Companies shall, for a period of ninety (90) days 12 months after the date of the Contribution ClosingClosing Date, be entitled to use, solely in connection with the operation use all of the Midstream Business as operated immediately prior to the Contribution Closing, all of its Acquired Companies' existing signage and stocks of signs, letterheads, invoice stock, advertisements letterheads and promotional materials, inventory Inventory and other documents and materials that contain ("Existing Stock") containing the Retained Names and Marks (“Existing Stock”)Marks, after which period the Acquirer Parties shall, and date Purchasers shall cause the Midstream Group Entities to, Acquired Companies to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock; provided, except for references to however, that none of Purchasers and their Affiliates shall enter into any Contract containing any of the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their AffiliatesMarks. (c) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon any of Sellers and the Acquired Companies, on the one hand, to Crosstex MLPany of Purchasers and the Acquired Companies, its Affiliates or on the Midstream Group Entities other hand, whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, Purchasers or the Midstream Group Entities or their respective Affiliates Acquired Companies to use the Retained Names and Marks in on any manner documents, materials, products or services other than in connection with the Existing Stock. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that Within 60 days following the Contributor Parties Closing, Sellers shall have no responsibility for claims cease to use (including by third parties arising out ofposting on any Internet website) the names set forth on Exhibit 5.05(d), together with all variations thereof, and all registered and unregistered trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source containing or relating to, the use by Crosstex MLP, the Midstream Group Entities or incorporating any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12foregoing. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, Within 60 days following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or Vitro shall cause any of its Affiliates (other than the Acquired Companies) whose names contain or incorporate the names set forth on Exhibit 5.05(d) to file with the appropriate Governmental Authorities such documents as are necessary to reflect the change in their respective Affiliates in violation of or outside names to omit any reference to the scope permitted by this Section 5.12. names set forth on Exhibit 5.05(d). (e) Notwithstanding anything in this Agreement herein to the contrary, on or before Closing, Sellers shall (i) cause ownership of the Acquirer Parties hereby acknowledge that "Vitrocrisa" xxxx to be transferred to Vitro or one of its Affiliates, (ii) cause such transferee to cancel the "Vitrocrisa" xxxx registered in Mexico with the event Mexican Industrial Property Institute (Instituto Mexicano de la Propiedad Industrial) and in Chile with the Industrial Property Department (Departamento de Propiedad Industrial) and (iii) deliver written evidence of any breach or threatened breach of this Section 5.12, the Contributor Parties, such transfer and cancellation to Purchasers in addition form and substance reasonably acceptable to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachPurchasers.

Retained Names and Marks. (a) The Acquirer Parties Purchaser and the Purchaser Shareholder hereby acknowledge that all right, title and interest in and to the name “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” namesINTAC”, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company corporate names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective AffiliatesSeller Parent, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Company and PRC Subsidiaries to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any Seller Parent. The Purchaser and all goodwill associated therewith. Each of the Acquirer Parties Purchaser Shareholder further acknowledges acknowledge that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall they have any no rights, or is and are not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein. (b) The Midstream Group Entities Purchaser shall, as soon as practicable after the Closing, but in no event later than 30 Business Days thereafter, cause the Company and PRC Subsidiaries (if applicable) to file amended articles of incorporation with the appropriate authorities changing its corporate name to a corporate name that does not contain any Retained Names and Marks and to supply promptly any additional information and documentary materials that may be requested by the Seller Parent with respect to such filings. (c) The Company and PRC Subsidiaries shall, for a period of ninety (90) days 60 Business Days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, use all of its their existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”)) containing the Retained Names and Marks, after which period date the Acquirer Parties shall, Purchaser and the Purchaser Shareholder shall cause the Midstream Group Entities to, Company and PRC Subsidiaries to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references and transfer to the Seller Parent any rights with respect to Internet domain names incorporating any Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their AffiliatesMarks. (cd) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon the Seller Parent to Crosstex MLPthe Purchaser, its Affiliates or the Midstream Group Entities Purchaser Shareholder, the Company and PRC Subsidiaries, whether by implication or otherwise, and nothing hereunder permits Crosstex MLPthe Purchaser, the Midstream Group Entities or their respective Affiliates Purchaser Shareholder, the Company and PRC Subsidiaries to use the Retained Names and Marks in on any manner documents, materials, products or services other than in connection with the Existing Stock. In no event The Purchaser shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates ensure that all use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Company and PRC Subsidiaries as provided in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement 5.04 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachClosing.

Retained Names and Marks. (a) The Acquirer Parties Buyer hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATION” names and “DEVON MIDSTREAM PARTNERS” namesmarks set forth in Schedule D, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or Sellers and their respective Affiliates, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Acquired Companies to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor PartiesSellers and their Affiliates, along with any and all goodwill associated therewith. Each of the Acquirer Parties Buyer further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights expressly as provided herein. (b) Buyer will, as soon as practicable after the Closing, but in no event later than 60 days thereafter, cause each of the Acquired Companies to file amended Governing Documents with the appropriate Governmental Authorities changing its corporate name, “doing business as” name, trade name and any other similar corporate identifier to a corporate name, “doing business as” name, trade name or any other similar corporate identifier that does not contain any Retained Names and Marks and to supply promptly any additional information, documents and materials that may be requested by Sellers with respect to such filings. (c) The Midstream Group Entities shallAcquired Companies will, for a period of ninety (90) 90 days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, all of its their existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”)) containing the Retained Names and Marks, after which period the Acquirer Parties shall, and shall date Buyer will cause the Midstream Group Entities to, Acquired Companies to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock; provided that, except for notwithstanding the foregoing, Buyer and the Acquired Companies shall be entitled to sell Existing Stock that exists as finished goods or inventory (including any such finished goods and inventory that are in transit or have been delivered to wholesalers, retailers, distributors or customers of the Business) in the ordinary course until such time as Buyer or the Acquired Companies shall have either sold all such Existing Stock or shall have written off and destroyed such Existing Stock in accordance with Buyer’s ordinary course accounting and inventory management practices. Additionally, Buyer and the Acquired Companies shall, at all times after the date of the Closing, be entitled to refer to the historical fact that the Business was established in Santa Fe and to the related heritage, so long as such references to the Retained Names Business and Marks contained in the Natural American Spirit brand do not suggest that the Acquired Companies are Affiliates of any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their AffiliatesSeller Group Entity. (cd) Except as expressly provided in this Section 5.12Agreement, no other right to use the Retained Names and Marks is granted by Devon to Crosstex MLP, its Affiliates Buyer or the Midstream Group Entities Acquired Companies, whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities Buyer or their respective Affiliates any Acquired Company to use the Retained Names and Marks in on any manner documents, materials, products or services other than in connection with the Existing Stock. Buyer will ensure that all uses of the Retained Names and Marks by the Acquired Companies as provided in this Section 6.5 will be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Names and Marks were used in the Business prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 6.5 will inure solely to the benefit of Sellers and their Affiliates. In no event shall will Buyer or the Acquirer Parties, the Midstream Group Entities or their respective Affiliates Acquired Companies use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon Sellers or their Affiliates or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breach.

Retained Names and Marks. (ai) The Acquirer Parties hereby acknowledge that all rightBuyer agrees and acknowledges that, title and interest except as set forth in and to this Section 8.4 or the TSA, nothing herein grants Buyer or its Affiliates any rights in any registered or unregistered Trademarks incorporating the word “DEVON ENERGY CORPORATIONRubicon” and “DEVON MIDSTREAM PARTNERS” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing Marks owned by Sellers and their respective Subsidiaries (except as included in the Purchased Assets) or any confusingly similar Marks (collectively, the “Retained Names and Seller Marks”) are owned exclusively by or in any Internet Properties that include all or any portion of the Contributor Parties Seller Marks. Except as set forth in Section 8.4(b) or their respective Affiliatesthe TSA, Buyer shall not, and thatshall cause its Affiliates not to, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities to use the Retained Names and Seller Marks shall terminate as of in connection with the Contribution Closing and shall immediately revert to Technology Business following the Contributor Parties, along with any and all goodwill associated therewithClosing. Each of the Acquirer Parties further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any rights, or is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein. (b) The Midstream Group Entities shall, for a period of Within ninety (90) days after Business Days of the Closing Date, Buyer shall cause each Transferred Entity, to the extent it has a name that includes any Seller Mark, to make any legal filings necessary to change its name to a name that does not include any Seller Mark, and shall use commercially reasonable efforts to effectuate such change. (ii) Until the date of that is three (3) months following the Contribution Closing Date (the “Marks Transition Period”), Sellers and their respective Subsidiaries hereby grant to Buyer and its Affiliates (including, following the Closing, be entitled the Transferred Entities) a worldwide, non-exclusive, sublicensable (solely to useexisting sublicensees, solely and vendors, distributors, and other service providers in connection with the operation of the Midstream Business Technology Business, and not for independent use of such sublicensee) royalty-free license to use the Seller Marks in connection with the operation of the Technology Business, including on websites and materials such as operated immediately prior to the Contribution Closingsigns, all of its existing signage and stocks of signspurchase orders, invoices, sales orders, labels, letterheads, invoice stockshipping documents, advertisements business cards and promotional product packaging and as used on any Technology Business products or related materials existing as of Closing and included in the Purchased Assets. Promptly following the Closing, Buyer shall use all reasonable efforts to effect the elimination of any use of the Seller Marks in the Technology Business, including by removing the Seller Marks from the Technology Business’ respective signage, stationary, purchase orders, invoices, labels, packaging, business cards, equipment, machinery and advertising materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”), after which period the Acquirer Parties shall, and shall cause effect such elimination of use no later than the Midstream Group Entities to, remove or obliterate all Retained Names and expiration of the Marks from such Existing Stock or cease using such Existing Stock, Transition Period (except for references to the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (c) Except as expressly provided permitted by the TSA). Notwithstanding the foregoing, nothing in this Section 5.128.4(a) is intended to prohibit any use (or require any destruction, no removal, striking or covering over, or other right to use the Retained Names and Marks is granted elimination) by Devon to Crosstex MLP, Buyer or its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the useincluding, following the Contribution Closing, the Transferred Entities) of any Seller Marks (1) on existing internal materials or otherwise as reasonably necessary for internal business purposes that are not public facing, such as archived webpages, records or systems, (2) to the Retained Names and Marks extent required or permitted by Crosstex MLP, the Midstream Group Entities applicable Law or any of their respective Affiliates in violation of Technology Business Contract, or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement (3) to factually refer to the contraryhistorical relationship between Seller and its Subsidiaries and the Technology Business, the Acquirer Parties hereby acknowledge that including in the event of any breach or threatened breach of this Section 5.12historical, the Contributor Partiestax, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breachregulatory and similar records.

Retained Names and Marks. (a) The Acquirer Parties hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATIONTRANSFER PARTNERS” and “DEVON MIDSTREAM PARTNERSENERGY TRANSFER” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “”Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Propane Group Entities to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewith. Each of the Acquirer Parties further acknowledges that none of the Acquirer PartiesAcquirer, the Midstream Propane Group Entities, or their respective Subsidiaries shall have any rights, or is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein. (b) The Midstream Propane Group Entities shall, for a period of ninety three hundred-sixty (90360) days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Propane Business as operated immediately prior to the Contribution Closing, all of its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”), after which period the Acquirer Parties shall, and shall cause the Midstream Propane Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references to the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (c) Except as expressly provided in this Section 5.12, 5.17 no other right to use the Retained Names and Marks is granted by Devon ETP to Crosstex MLPAcquirer, its Affiliates or the Midstream Propane Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLPAcquirer, the Midstream Propane Group Entities or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing StockStock for three hundred-sixty (360) days as set forth in Section 5.17(b). Acquirer shall ensure that all uses of the Retained Names and Marks as provided in this Section 5.17 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Names and Marks were used in the Propane Business prior to the Contribution Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.17 shall inure solely to the benefit of ETP. In no event shall the Acquirer PartiesAcquirer, the Midstream Propane Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon ETP or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree agrees that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLPAcquirer, the Midstream Propane Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation except for any claims that the Retained Names and Marks infringe the Intellectual Property rights of or outside the scope permitted by this Section 5.12any third party. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLPAcquirer, the Midstream Propane Group Entities or any of their respective Affiliates (i) in accordance with the terms and conditions of this Section 5.17, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any third party; or (ii) in violation of or outside the scope permitted by this Section 5.125.17. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge acknowledges that in the event of any breach or threatened breach of this Section 5.125.17, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLPAcquirer, the Midstream Propane Group Entities or any of their respective Affiliates from any such breach or threatened breach. (e) Notwithstanding anything to the contrary in this Agreement, Acquirer shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Propane Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquirer shall not use the Retained Names and Marks to promote any products or services and Acquirer shall make explicit that the Propane Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (a) The Acquirer Parties hereby acknowledge that all rightBuyer agrees and acknowledges that, title and interest except as set forth in and to this Section 7.7, nothing herein grants Buyer or its Affiliates any rights in any registered or unregistered Marks incorporating the word “DEVON ENERGY CORPORATIONAllscripts” and “DEVON MIDSTREAM PARTNERS” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing words, marks, corporate symbols, acronyms or logos of the Seller Companies and their respective Affiliates (except as included in the Purchased Assets or, other than for the avoidance of doubt the name “Allscripts”, owned by an Acquired Company) or any derivation thereof (collectively, the “Retained Names and Seller Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates). Except as set forth in Section 7.7(b), Buyer shall not, and thatshall cause its Affiliates not to, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities to use the Retained Names and Seller Marks shall terminate as of in connection with the Contribution Closing and shall immediately revert to Hospital & Large Physician Practice Business or for any other purpose following the Contributor Parties, along with any and all goodwill associated therewith. Each of the Acquirer Parties further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any rights, or is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided hereinClosing. (b) The Midstream Group Entities shall, for a period of ninety (90) days after the date Effective as of the Contribution ClosingClosing and until December 31, be entitled 2023 (the “Marks Transition Period”), the Seller Companies and their respective Affiliates hereby grant to useBuyer and its Affiliates a worldwide, solely non-exclusive, royalty-free license to use the Seller Marks in connection with the operation of the Midstream Hospital & Large Physician Practice Business, including on websites and materials such as signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, business cards and product packaging. Prior to the expiration of the Marks Transition Period, Buyer shall effect the elimination of any use of the Seller Marks in the Hospital & Large Physician Practice Business, including by removing the Seller Marks from the Hospital & Large Physician Practice Business’ respective signage, stationary, purchase orders, invoices, labels, packaging, business cards, equipment, machinery and advertising materials; provided, however, that with respect to paper goods and other similar inventory items, Buyer shall be permitted to use any such amounts of materials existing at the Closing until they are depleted. All use of the Seller Marks shall be in substantially the same form and manner as used in connection with the operation of the Hospital & Large Physician Practice Business as operated immediately prior to the Contribution Closing, all . All goods and services associated with Buyer’s and its Affiliates’ use of its existing signage the Seller Marks shall be of the same high quality as the goods and stocks services of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”), after which period the Acquirer Parties shall, and shall cause the Midstream Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references Hospital & Large Physician Practice Business prior to the Retained Names and Marks contained in any agreements with, Closing. All goodwill arising from or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (c) Except as expressly provided in this Section 5.12, no other right to use the Retained Names and Marks is granted by Devon to Crosstex MLP, its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. In no event shall the Acquirer Parties, the Midstream Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities Buyer’s or any of their respective Affiliates its Affiliates’ use of any Retained Names the Seller Marks shall inure to the benefit of, and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12. In addition to any and all other available remediesbe owned by, the Acquirer Parties shall indemnify and hold harmless applicable Seller Company or Seller Company Affiliate that owns the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.12. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge that in the event of any breach or threatened breach of this Section 5.12, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates from any such breach or threatened breach.Seller

Retained Names and Marks. (a) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATION” and “DEVON MIDSTREAM PARTNERS” namesnames set forth on Section 5.05 of the Seller Disclosure Schedule, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, containing or incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties Seller or their respective Affiliatesits Affiliates (other than the Company), and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Company to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor PartiesSeller, along with any and all goodwill associated therewith. Each of the Acquirer Parties The Purchaser further acknowledges that none of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any it has no rights, or and is not acquiring any rights, to use the Retained Names and Marks, except for the rights as expressly provided herein. (b) The Midstream Group Entities Purchaser shall, as soon as practicable after the Closing, but in no event later than two (2) Business Days thereafter, cause the Company to file an amended certificate of incorporation with the appropriate Governmental Authorities changing its corporate name, “doing business as” name, trade name and any other similar corporate identifier to a corporate name, “doing business as” name, trade name or any other similar corporate identifier that does not contain any Retained Names and Marks and to supply promptly any additional information, documents and materials that may be requested by the Seller with respect to such filings. (c) The Company shall, for a period of ninety forty (9040) days Business Days after the date of the Contribution ClosingClosing Date, be entitled to use, solely in connection with the operation of the Midstream Business its business as operated immediately prior to the Contribution Closing, all of its the Company’s existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, Internet domain names, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”)) containing the Retained Names and Marks, after which period the Acquirer Parties shall, and Purchaser shall cause the Midstream Group Entities to, Company to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references and transfer to the Seller any rights with respect to Internet domain names incorporating any Retained Names or Marks; provided, however, that the Purchaser shall cause the Company to use commercially reasonable efforts to ensure that such Existing Stock used by the Company hereunder following the Closing shall, where practicable, display a clear and Marks contained conspicuous notice, in any agreements witha format reasonably acceptable to the Seller, or documents describing indicating that the commercial relationship with, Company (i) was formerly owned by the Contributor Parties or their AffiliatesSeller; and (ii) is now owned by the Purchaser. (cd) Except as expressly provided in this Section 5.125.05, no other right to use the Retained Names and Marks is granted by Devon the Seller to Crosstex MLP, its Affiliates the Purchaser or the Midstream Group Entities Company, whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities Purchaser or their respective Affiliates the Company to use the Retained Names and Marks in any manner other than in connection with the Existing Stock. The Purchaser shall ensure that all use of the Retained Names and Marks by the Company as provided in this Section 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Company used the Retained Names and Marks prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.05 shall inure solely to the benefit of the Seller. In no event shall the Acquirer Partiesany event, the Midstream Group Entities or their respective Affiliates Purchaser shall not, and shall cause the Company not to, use the Retained Names and Marks in any manner that may reasonably be expected to might damage or tarnish the reputation of Devon the Seller or the goodwill associated with the Retained Names and Marks. (de) The Acquirer Parties agree Purchaser agrees that the Contributor Parties Seller shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Company of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12Closing. In addition to any and all other available remedies, the Acquirer Parties Purchaser shall indemnify and hold harmless the Contributor Parties Seller and its Affiliates, and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates Company in violation of or outside the scope permitted by this Section 5.125.05. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties Purchaser hereby acknowledge acknowledges that in the event of any breach or threatened breach of this Section 5.125.05, the Contributor PartiesSeller, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities or Purchaser and any of their respective its Affiliates (including the Company) from any such breach or threatened breach.

Retained Names and Marks. (a) The Acquirer Parties hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATIONTRANSFER PARTNERS” and “DEVON MIDSTREAM PARTNERSENERGY TRANSFER” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (collectively, the “Retained Names and Marks”) are owned exclusively by the Contributor Parties or their respective Affiliates, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Propane Group Entities to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor Parties, along with any and all goodwill associated therewith. Each of the Acquirer Parties further acknowledges that none of the Acquirer PartiesAcquirer, the Midstream Propane Group Entities, or their respective Subsidiaries shall have any rights, or is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein. (b) The Midstream Propane Group Entities shall, for a period of ninety three hundred-sixty (90360) days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Propane Business as operated immediately prior to the Contribution Closing, all of its existing signage and stocks of signs, letterheads, invoice stock, advertisements and promotional materials, inventory and other documents and materials that contain the Retained Names and Marks (“Existing Stock”), after which period the Acquirer Parties shall, and shall cause the Midstream Propane Group Entities to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references to the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (c) Except as expressly provided in this Section 5.12, 5.17 no other right to use the Retained Names and Marks is granted by Devon ETP to Crosstex MLPAcquirer, its Affiliates or the Midstream Propane Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLPAcquirer, the Midstream Propane Group Entities or their respective Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing StockStock for three hundred-sixty (360) days as set forth in Section 5.17(b). Acquirer shall ensure that all uses of the Retained Names and Marks as provided in this Section 5.17 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Names and Marks were used in the Propane Business prior to the Contribution Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.17 shall inure solely to the benefit of ETP. In no event shall the Acquirer PartiesAcquirer, the Midstream Propane Group Entities or their respective Affiliates use the Retained Names and Marks in any manner that may reasonably be expected to damage or tarnish the reputation of Devon ETP or the goodwill associated with the Retained Names and Marks. (d) The Acquirer Parties agree agrees that the Contributor Parties shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLPAcquirer, the Midstream Propane Group Entities or any of their respective Affiliates of any Retained Names and Marks after the Contribution Closing in violation except for any claims that the Retained Names and Marks infringe the Intellectual Property rights of or outside the scope permitted by this Section 5.12any third party. In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLPAcquirer, the Midstream Propane Group Entities or any of their respective Affiliates (i) in accordance with the terms and conditions of this Section 5.17, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any third party; or (ii) in violation of or outside the scope permitted by this Section 5.125.17. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties hereby acknowledge acknowledges that in the event of any breach or threatened breach of this Section 5.125.17, the Contributor Parties, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLPAcquirer, the Midstream Propane Group Entities or any of their respective Affiliates from any such breach or threatened breach. (e) Notwithstanding anything to the contrary in this Agreement, Acquirer shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks, and (ii) refer to the historical fact that the Propane Business was previously conducted under the Retained Names and Marks; provided, however, that with respect to any such reference, Acquirer shall not use the Retained Names and Marks to promote any products or services and Acquirer shall make explicit that the Propane Group Entities are no longer affiliated with Contributor Parties.

Retained Names and Marks. (ah) The Acquirer Parties Purchaser hereby acknowledge acknowledges that all right, title and interest in and to the “DEVON ENERGY CORPORATIONDOW”, “DOW CHEMICAL”, “THE DOW CHEMICAL COMPANY”, “ROHM AND XXXX”, “UNION CARBIDE” and “DEVON MIDSTREAM PARTNERSUNION CARBIDE CORPORATION” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing foregoing, including the Dow Diamond logo (i.e., ) (collectively, the “Retained Names and Marks”) ), are owned exclusively by the Contributor Parties Seller or their respective its Affiliates, and that, except as expressly provided below, any and all right of the Acquirer Parties or the Midstream Group Entities Business to use the Retained Names and Marks shall terminate as of the Contribution Closing and shall immediately revert to the Contributor PartiesSeller, along with any and all goodwill associated therewith. Each of the Acquirer Parties Purchaser and its Affiliates further acknowledges acknowledge that none neither the Purchaser nor any of the Acquirer Parties, the Midstream Group Entities, or their respective Subsidiaries shall have any rights, or its Affiliates is acquiring any rights, to use the Retained Names and Marks, except for the rights expressly provided herein.. NYDOCS02/1012922.1 EXECUTION COPY (bi) The Midstream Group Purchaser Entities shall, for a period of ninety (90) 180 days after the date of the Contribution Closing, be entitled to use, solely in connection with the operation of the Midstream Business as operated immediately prior to the Contribution Closing, all of its the existing signage and stocks of signs, letterheads, labels, office forms, packaging, invoice stock, advertisements and promotional materials, inventory and other documents and materials (“Existing Stock”) that are included in the Transferred Assets and contain the Retained Names and Marks (“Existing Stock”)Marks, after which period the Acquirer Parties Purchaser shall, and shall cause the Midstream Group Entities each Purchaser Entity to, remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, except for references to the Retained Names and Marks contained in any agreements with, or documents describing the commercial relationship with, the Contributor Parties or their Affiliates. (cj) Except as expressly provided in this Section 5.125.05, no other right to use the Retained Names and Marks is granted hereunder by Devon Dow to Crosstex MLP, the Purchaser or any of its Affiliates or the Midstream Group Entities whether by implication or otherwise, and nothing hereunder permits Crosstex MLP, the Midstream Group Entities Purchaser or their respective any of its Affiliates to use the Retained Names and Marks in any manner other than in connection with Existing Stock. The Purchaser shall, and shall cause each Purchaser Entity to, ensure that all uses of the Retained Names and Marks as provided in this Section 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Retained Names and Marks were used in the Business prior to the Closing. Any and all goodwill generated by the use of the Retained Names and Marks under this Section 5.05 shall inure solely to the benefit of Dow. In no event shall the Acquirer Parties, the Midstream Group Entities Purchaser or their respective any of its Affiliates use the Retained Names and Marks hereunder in any manner that may reasonably be expected to damage or tarnish the reputation of Devon Dow or the goodwill associated with the Retained Names and Marks. (dk) The Acquirer Parties agree Purchaser agrees that the Contributor Parties Dow shall have no responsibility for claims by third parties arising out of, or relating to, the use by Crosstex MLP, the Midstream Group Entities or any of their respective Purchaser and its Affiliates of any Retained Names and Marks after the Contribution Closing in violation of or outside the scope permitted by this Section 5.12Closing. In addition to any and all other available remedies, the Acquirer Parties Purchaser shall indemnify and hold harmless the Contributor Parties Dow and their respective officers, directors, employees, agentsits Representatives, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, use of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities Purchaser or any of their respective its Affiliates (i) in accordance with the terms and conditions of this Section 5.05, other than such claims that the Retained Names and Marks infringe the Intellectual Property rights of any third party; or (ii) in violation of or outside the scope permitted by this Section 5.125.05. Notwithstanding anything in this Agreement to the contrary, the Acquirer Parties Purchaser hereby acknowledge acknowledges that in the event of any breach or threatened breach of this Section 5.125.05, the Contributor PartiesSeller, in addition to any other remedies available to it, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Crosstex MLP, the Midstream Group Entities Purchaser or any of their respective its Affiliates from any such breach or threatened breach.