Common use of Termination Fees; Expenses Clause in Contracts

Termination Fees; Expenses. (a) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(i) (Outside Date), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (b) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(iv) (No Parent Stockholder Approval), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (c) If this Agreement is validly terminated by the Partnership pursuant to Section 8.1(d) (Parent Uncured Breach), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (d) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(ii) (Partnership Uncured Breach), then the Partnership shall pay to the Parent (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and such payment shall be made within five (5) Business Days after such termination. (e) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(iii) (Parent Superior Proposal), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (f) If (i) after the date of this Agreement, an Alternative Proposal is publicly proposed or publicly disclosed prior to the Parent Stockholder Meeting, (ii) this Agreement is validly terminated by the Partnership or Parent pursuant to Section 8.1(b)(i) (Outside Date) or Section 8.1(b)(iv) (No Parent Stockholder Approval) and (iii) at any time on or prior to the twelve (12) month anniversary of such termination, Parent or any of its Subsidiaries has entered into a definitive agreement in respect of an Alternative Proposal or consummated an Alternative Proposal (whether or not such Alternative Proposal is the same Alternative Proposal referred to in sub-clause (i) above), Parent shall pay to the Partnership (or its designated Affiliate), by wire transfer of immediately available funds to an account designated by the Partnership, the Partnership Termination Fee, upon the earlier of the public announcement that Parent has entered into such definitive agreement or the consummation of any such transaction; provided, that the payment by Parent of the Partnership Termination Fee pursuant to this Section 8.3 shall not relieve Parent from any liability or damage resulting from a willful breach as defined in Section 8.2. (g) In no event shall Parent be required to pay the Partnership Termination Fee on more than one occasion. In the event that Parent pays the Partnership Expenses pursuant to this Section 8.3, then any Partnership Termination Fee required to be paid by Parent under this Section 8.3 shall be reduced by the amount of the Partnership Expenses previously paid. (h) Parent acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Partnership, the General Partner and the Managing GP would not enter into this Agreement. The parties acknowledge that payment of the Parent Expenses, the Partnership Expenses or the Partnership Termination Fee, as applicable, if, as and when required pursuant to this Section 8.3, shall constitute the sole and exclusive remedy with respect thereto, except as expressly set forth in Section 8.2. (i) Any amount of Partnership Termination Fee received by the Partnership (or its designated Affiliate) (less any unreimbursed out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by the Partnership, the General Partner, the Managing GP and their respective controlled Affiliates in connection with this Agreement) will be distributed to the Partnership Unaffiliated Unitholders by a special distribution, in any manner as may be determined by the Conflicts Committee, and Parent agrees that it will (and will cause the General Partner, the Managing GP, MLP LP LLC and any of their respective Subsidiaries that own any Partnership Interests to) waive any rights it or they may have to receive such special distribution.

Termination Fees; Expenses. (a) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(i8.1(b)(iv) (Outside DateNo Parent Stockholder Approval), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five two (52) Business Days after such termination. (b) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(iv8.1(b)(iii) (No Parent Stockholder Partnership Unitholder Approval), then Parent the Partnership shall pay to the Partnership (or its designated Affiliate) Parent by wire transfer of immediately available funds (to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (c) If this Agreement is validly terminated by the Partnership pursuant to Section 8.1(d) (Parent Uncured BreachParent), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (d) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(ii) (Partnership Uncured Breach), then the Partnership shall pay to the Parent (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and such payment shall be made within five two (52) Business Days after such termination. (ec) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(iii) (Parent Superior Proposal), then Parent shall pay shall, concurrently with such termination, execute an amendment to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated Agreement providing for the reduction in distributions payable by the Partnership an amount to the holders of the Incentive Distribution Rights as set forth on Section 8.3(c) of the Parent Disclosure Schedule equal to the Partnership Termination FeeAmount, and Parent hereby does consent to such payment shall be made within five (5) Business Days after amendment and agrees to cause any of its Subsidiaries that are required to consent to such terminationamendment to do so. (fd) If (i) after the date of this Agreement, an Alternative Proposal is publicly proposed or publicly disclosed prior to the Parent Stockholder Meeting, (ii) this Agreement is validly terminated by the Partnership or Parent pursuant to Section 8.1(b)(i8.1(d)(i) (Outside Date) or Section 8.1(b)(iv) (No Parent Stockholder ApprovalRecommendation Change) and (iii) at any time on or prior to the twelve (12) 6-month anniversary of such termination, Parent or any of its Subsidiaries has entered into a definitive agreement in respect of an Alternative Proposal or consummated an Alternative Proposal (whether or not such Alternative Proposal is the same Alternative Proposal referred to in sub-clause (i) above)Proposal, Parent shall pay to the Partnership (or its designated Affiliate)shall, by wire transfer of immediately available funds to an account designated by the Partnership, the Partnership Termination Fee, upon concurrently with the earlier of the public announcement that Parent has entered entering into such definitive agreement or and consummating such Alternative Proposal, execute an amendment to the consummation Partnership Agreement providing for the reduction in distributions payable by the Partnership to the holders of any such transaction; provided, that the payment by Incentive Distribution Rights as set forth on Section 8.3(c) of the Parent of Disclosure Schedule equal to the Partnership Termination Fee pursuant to this Section 8.3 shall not relieve Parent from any liability or damage resulting from a willful breach as defined in Section 8.2. (g) In no event shall Parent be required to pay the Partnership Termination Fee on more than one occasion. In the event that Parent pays the Partnership Expenses pursuant to this Section 8.3, then any Partnership Termination Fee required to be paid by Parent under this Section 8.3 shall be reduced by the amount of the Partnership Expenses previously paid. (h) Parent acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Partnership, the General Partner and the Managing GP would not enter into this Agreement. The parties acknowledge that payment of the Parent Expenses, the Partnership Expenses or the Partnership Termination Fee, as applicable, if, as and when required pursuant to this Section 8.3, shall constitute the sole and exclusive remedy with respect thereto, except as expressly set forth in Section 8.2. (i) Any amount of Partnership Termination Fee received by the Partnership (or its designated Affiliate) (less any unreimbursed out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by the Partnership, the General Partner, the Managing GP and their respective controlled Affiliates in connection with this Agreement) will be distributed to the Partnership Unaffiliated Unitholders by a special distribution, in any manner as may be determined by the Conflicts CommitteeAmount, and Parent hereby does consent to such amendment and agrees to cause any of its Subsidiaries that it will (and will cause the General Partnerare required to consent to such amendment to do so. For purposes of this Section 8.3(d), the Managing GPterm “Alternative Proposal” has the meaning assigned to such term in Section 6.3(h), MLP LP LLC and any of their respective Subsidiaries except that own any Partnership Interests toreferences to “thirty-five percent (35%) waive any rights it or they may have more” or “at least thirty-five percent (35%)” are deemed to receive such special distributionbe references to “fifty percent (50%) or more” or “at least fifty percent (50%),” respectively.

Termination Fees; Expenses. (a) If In the event this Agreement is validly terminated by Parent or the Company pursuant to Section 7.1(d) (Failure of Parent Stockholder Approval) or by the Company pursuant to Section 7.1(h) (Parent Breach), then Parent shall reimburse the Company and its Affiliates for all of their reasonable and documented Expenses (which shall not exceed $10,000,000 in the aggregate) (the “Company Expenses”). The Company Expenses shall be paid by wire transfer of immediately available funds promptly (and in any event within two (2) business days) following submission of statements therefor that document such Company Expenses. In the event this Agreement is terminated by Parent pursuant to Section 7.1(i) (Company Breach), then the Company shall reimburse Parent and its Subsidiaries for all of their reasonable and documented Expenses (which shall not exceed $10,000,000 in the aggregate) (the “Parent Expenses”). The Parent Expenses shall be paid by wire transfer of immediately available funds promptly (and in any event within two (2) business days) following submission of statements therefor that document such Parent Expenses. (b) In the event this Agreement is terminated by the Partnership or Parent Company pursuant to the provisions of Section 8.1(b)(i7.1(g) (Outside DateParent Triggering Event) in connection with a Parent Recommendation Change that relates to an Intervening Event, then Parent shall pay to the Company, in cash within two (2) business days after such termination, a fee in an amount equal to $70,700,000 (the “Regular Parent Termination Fee”). (c) In the event this Agreement is terminated by the Company pursuant to Section 7.1(g) (Parent Triggering Event) (other than in connection with a Parent Recommendation Change that relates to an Intervening Event), then Parent shall pay to the Partnership Company, in cash within two (or its designated Affiliate2) by wire transfer of immediately available funds to an account designated by the Partnership business days after such termination, a fee in an amount equal to $82,100,000 (the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (b) If “Superior Proposal Parent Termination Fee”); or in the event this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(iv) (No Parent Stockholder Approval), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (c) If this Agreement is validly terminated by the Partnership pursuant to Section 8.1(d) (Parent Uncured Breach), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (d) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(ii) (Partnership Uncured Breach), then the Partnership shall pay to the Parent (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and such payment shall be made within five (5) Business Days after such termination. (e) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(iii7.1(j) (Parent Superior Proposal), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Company the Partnership an amount equal to the Partnership Superior Proposal Parent Termination Fee, and such payment shall be made within five (5) Business Days after Fee concurrently with such termination. (f) If (i) after the date of this Agreement, an Alternative Proposal is publicly proposed or publicly disclosed prior to the Parent Stockholder Meeting, (ii) this Agreement is validly terminated by the Partnership or Parent pursuant to Section 8.1(b)(i) (Outside Date) or Section 8.1(b)(iv) (No Parent Stockholder Approval) and (iii) at any time on or prior to the twelve (12) month anniversary of such termination, Parent or any of its Subsidiaries has entered into a definitive agreement in respect of an Alternative Proposal or consummated an Alternative Proposal (whether or not such Alternative Proposal is the same Alternative Proposal referred to in sub-clause (i) above), Parent shall pay to the Partnership (or its designated Affiliate), by wire transfer of immediately available funds to an account designated by the Partnership, the Partnership Termination Fee, upon the earlier of the public announcement that Parent has entered into such definitive agreement or the consummation of any such transaction; provided, that the payment by Parent of the Partnership Termination Fee pursuant to this Section 8.3 shall not relieve Parent from any liability or damage resulting from a willful breach as defined in Section 8.2. (g) In no event shall Parent be required to pay the Partnership Termination Fee on more than one occasion. In the event that Parent pays the Partnership Expenses pursuant to this Section 8.3, then any Partnership Termination Fee required to be paid by Parent under this Section 8.3 shall be reduced by the amount of the Partnership Expenses previously paid. (h) Parent acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Partnership, the General Partner and the Managing GP would not enter into this Agreement. The parties acknowledge that payment of the Parent Expenses, the Partnership Expenses or the Partnership Termination Fee, as applicable, if, as and when required pursuant to this Section 8.3, shall constitute the sole and exclusive remedy with respect thereto, except as expressly set forth in Section 8.2. (i) Any amount of Partnership Termination Fee received by the Partnership (or its designated Affiliate) (less any unreimbursed out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by the Partnership, the General Partner, the Managing GP and their respective controlled Affiliates in connection with this Agreement) will be distributed to the Partnership Unaffiliated Unitholders by a special distribution, in any manner as may be determined by the Conflicts Committee, and Parent agrees that it will (and will cause the General Partner, the Managing GP, MLP LP LLC and any of their respective Subsidiaries that own any Partnership Interests to) waive any rights it or they may have to receive such special distribution.

Termination Fees; Expenses. (a) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(i8.1(b)(iii) (Outside DateNo Partnership Unitholder Approval), then Parent Partnership shall pay to the Partnership (or its designated Affiliate) Parent by wire transfer of immediately available funds (to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (b) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(iv) (No Parent Stockholder ApprovalParent), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (c) If this Agreement is validly terminated by the Partnership pursuant to Section 8.1(d) (Parent Uncured Breach), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (d) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(ii) (Partnership Uncured Breach), then the Partnership shall pay to the Parent (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and such payment shall be made within five three (53) Business Days after following such termination. (b) If prior to the Partnership Unitholder Meeting this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(i) (Partnership Adverse Recommendation Change) or Section 8.1(c)(ii) (Partnership Terminable Breach), Partnership shall pay to Parent the Parent Expenses within three (3) Business Days following such termination. (c) In no event shall Partnership be required to pay both the Parent Expenses and the Parent Termination Fee on more than one occasion. If Partnership is obligated to pay the Parent Expenses to Parent pursuant to Section 8.3(a) or Section 8.3(b), and the Parent Termination Fee pursuant to Section 8.3(e), Partnership shall only be required to pay the Parent Termination Fee. (d) If this Agreement is validly terminated by Partnership pursuant to Section 8.1(d)(i) (Parent Terminable Breach), Parent shall pay to Partnership the Partnership Expenses within three (3) Business Days following such termination. (e) If this Agreement is validly terminated by Parent Partnership pursuant to Section 8.1(c)(iii8.1(d)(ii) (Parent Superior ProposalPartnership Adverse Recommendation Change), then Parent Partnership shall pay to Parent the Partnership Parent Termination Fee within three (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (53) Business Days after following such termination. (f) If (i) after the date of this Agreement, an Alternative Proposal is publicly proposed or publicly disclosed prior to the Parent Stockholder Meeting, (ii) this Agreement is validly terminated by the Partnership or Parent pursuant to Section 8.1(b)(i) (Outside Date) or Section 8.1(b)(iv) (No Parent Stockholder Approval) and (iii) at any time on or prior to the twelve (12) month anniversary of such termination, Parent or any of its Subsidiaries has entered into a definitive agreement in respect of an Alternative Proposal or consummated an Alternative Proposal (whether or not such Alternative Proposal is the same Alternative Proposal referred to in sub-clause (i) above), Parent shall pay to the Partnership (or its designated Affiliate), by wire transfer of immediately available funds to an account designated by the Partnership, the Partnership Termination Fee, upon the earlier of the public announcement that Parent has entered into such definitive agreement or the consummation of any such transaction; provided, that the payment by Parent of the Partnership Termination Fee pursuant to this Section 8.3 shall not relieve Parent from any liability or damage resulting from a willful breach as defined in Section 8.2. (g) In no event shall Parent be required to pay the Partnership Termination Fee on more than one occasion. In the event that Parent pays the Partnership Expenses pursuant to this Section 8.3, then any Partnership Termination Fee required to be paid by Parent under this Section 8.3 shall be reduced by the amount of the Partnership Expenses previously paid. (h) Parent acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Partnership, the General Partner and the Managing GP would not enter into this Agreement. The parties acknowledge that payment of the Parent Expenses, Parent Termination Fee and the Partnership Expenses or the Partnership Termination FeeExpenses, as applicable, if, as and when required pursuant to this Section 8.3, shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate the sole party receiving such amount in the circumstances in which it is due and exclusive remedy payable and which do not involve fraud or Willful Breach, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger, which amount would otherwise be impossible to calculate with respect theretoprecision. In no event shall a party be entitled to more than one payment of the Parent Expenses and Partnership Expenses, except as expressly set forth applicable, in Section 8.2connection with a termination of this Agreement pursuant to which such amounts are payable. (ig) Any amount The parties acknowledge that the provisions of Partnership Termination Fee received by this Section 8.3 are an integral part of the Partnership (or its designated Affiliate) (less any unreimbursed out-of-pocket expenses (including all fees transactions contemplated hereby and expenses that, without these agreements, none of counsel, accountants, investment bankers, experts and consultants) incurred by the Partnership, the General PartnerPartnership GP, the Managing GP and their respective controlled Affiliates in connection with Parent, PBF LLC, Merger Sub or HoldCo would enter into this Agreement) will be distributed to the Partnership Unaffiliated Unitholders by a special distribution, in any manner as may be determined by the Conflicts Committee, and Parent agrees that it will (and will cause the General Partner, the Managing GP, MLP LP LLC and any of their respective Subsidiaries that own any Partnership Interests to) waive any rights it or they may have to receive such special distribution.

Termination Fees; Expenses. (a) If this Agreement is validly terminated by (i) Parent pursuant to the provisions of Section 9.3(a) (Partnership Adverse Recommendation Change), (ii) the Partnership or Parent pursuant to Section 9.2(a)(iii) (Failure to Obtain Requisite Partnership Vote) in each case where a Partnership Adverse Recommendation Change has occurred or (iii) the Partnership or Parent pursuant to the provisions of Section 8.1(b)(i9.2(a)(i) (Outside Date) and, at the time of such termination under this clause (iii), then (A) the Requisite Partnership Vote shall not have been obtained and (B) Parent would have been permitted to terminate this Agreement pursuant to Section 9.3(a) (Partnership Adverse Recommendation Change), the Partnership shall pay to the Parent by wire transfer of immediately available funds to an account designated by the Parent an amount equal to the Termination Fee, and such payment shall be made within five Business Days after such termination. (b) If this Agreement is terminated by Parent pursuant to the provisions of Section 9.3(b) (Partnership Uncured Breach) the Partnership shall pay to the Parent by wire transfer of immediately available funds to an account designated by the Parent an amount equal to the Parent Expenses, and such payment shall be made within five Business Days after such termination. (c) If this Agreement is terminated by (i) the Partnership or Parent pursuant to the provisions of Section 9.2(a)(i) (Outside Date) (provided that no Partnership Adverse Recommendation Change shall have occurred) or (ii) the Partnership pursuant to the provisions of Section 9.4 (Parent Uncured Breach) Parent shall pay to the Partnership (Partnership, or its designated Affiliate) the Partnership’s designee, by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (bd) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(iv9.2(a)(iii) (No Parent Stockholder Approval), Failure to Obtain Requisite Partnership Vote) and no Partnership Adverse Recommendation Change shall have occurred prior to the Partnership Unitholder Meeting then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (c) If this Agreement is validly terminated by the Partnership pursuant to Section 8.1(d) (Parent Uncured Breach), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (d) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(ii) (Partnership Uncured Breach), then the Partnership shall pay to the Parent (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and such payment shall be made within five (5) Business Days after such termination. (e) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(iii) (Parent Superior Proposal), then Parent shall pay to Each of the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parties acknowledges that the Partnership an amount equal to the Partnership Termination Fee, Parent Expenses and Partnership Expenses are not intended to be a penalty, but rather are liquidated damages in a reasonable amount that will compensate the other party, as applicable, in the circumstances in which such payment shall be made within five (5) Business Days after such termination. (f) If (i) after amounts are due and payable and which do not involve fraud or Willful Breach, for the date of this Agreement, an Alternative Proposal is publicly proposed or publicly disclosed prior to the Parent Stockholder Meeting, (ii) efforts and resources expended and opportunities forgone while negotiating this Agreement is validly terminated by and in reliance on this Agreement and on the Partnership or Parent pursuant to Section 8.1(b)(i) (Outside Date) or Section 8.1(b)(iv) (No Parent Stockholder Approval) and (iii) at any time on or prior to the twelve (12) month anniversary expectation of such termination, Parent or any of its Subsidiaries has entered into a definitive agreement in respect of an Alternative Proposal or consummated an Alternative Proposal (whether or not such Alternative Proposal is the same Alternative Proposal referred to in sub-clause (i) above), Parent shall pay to the Partnership (or its designated Affiliate), by wire transfer of immediately available funds to an account designated by the Partnership, the Partnership Termination Fee, upon the earlier of the public announcement that Parent has entered into such definitive agreement or the consummation of any such transaction; providedthe Transactions, that the payment by Parent of the Partnership Termination Fee pursuant which amount would otherwise be impossible to this Section 8.3 shall not relieve Parent from any liability or damage resulting from a willful breach as defined in Section 8.2. (g) calculate with precision. In no event shall Parent a Party be required entitled to pay the Partnership Termination Fee on more than one occasion. In the event that Parent pays the Partnership Expenses pursuant to this Section 8.3, then any Partnership Termination Fee required to be paid by Parent under this Section 8.3 shall be reduced by the amount of the Partnership Expenses previously paid. (h) Parent acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Partnership, the General Partner and the Managing GP would not enter into this Agreement. The parties acknowledge that payment of the Parent Expenses, the Partnership Expenses or the Partnership Termination Fee, Parent Expenses and Partnership Expenses, as applicable, if, as and when required pursuant to this Section 8.3, shall constitute the sole and exclusive remedy with respect thereto, except as expressly set forth in Section 8.2. (i) Any amount of Partnership Termination Fee received by the Partnership (or its designated Affiliate) (less any unreimbursed out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by the Partnership, the General Partner, the Managing GP and their respective controlled Affiliates in connection with a termination of this Agreement) will be distributed Agreement pursuant to the Partnership Unaffiliated Unitholders by a special distribution, in any manner as may be determined by the Conflicts Committee, and Parent agrees that it will (and will cause the General Partner, the Managing GP, MLP LP LLC and any of their respective Subsidiaries that own any Partnership Interests to) waive any rights it or they may have to receive which such special distributionamounts are payable.

Termination Fees; Expenses. (a) If In the event this Agreement is validly terminated (i) by Parent pursuant to Section 8.1(c)(i) (Partnership Adverse Recommendation Change), (ii) by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(i8.1(b)(iii) (Outside Date)Failed Partnership Unitholder Vote) in a case where a Partnership Adverse Recommendation Change has occurred, then Parent shall pay to the Partnership or (or its designated Affiliateiii) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (b) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(iv) (No Parent Stockholder Approval), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (c) If this Agreement is validly terminated by the Partnership pursuant to Section 8.1(d) (Parent Uncured Breach), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (d) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(ii) (Partnership Uncured Breach), then the Partnership shall pay to the Parent (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and such payment shall be made within five (5) Business Days after such termination. (e) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(iii) (Parent Superior Proposal), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (f) If (i) after the date of this Agreement, an Alternative Proposal is publicly proposed or publicly disclosed prior to the Parent Stockholder Meeting, (ii) this Agreement is validly terminated by the Partnership or Parent pursuant to Section 8.1(b)(i) (Outside Date) or and, at the time of such termination under this clause (iii), (A) the Partnership Unitholder Approval shall not have been obtained and (B) Parent would have been permitted to terminate this Agreement pursuant to Section 8.1(b)(iv8.1(c)(i) (No Partnership Adverse Recommendation Change), then the Partnership shall pay to Parent Stockholder Approvala termination fee equal to $20 million (the “Partnership Termination Fee”) and within two Business Days after the date of termination. (iiib) at any time on or prior to In the twelve (12) month anniversary event of such termination, Parent or any termination of its Subsidiaries has entered into a definitive agreement in respect of an Alternative Proposal or consummated an Alternative Proposal (whether or not such Alternative Proposal is the same Alternative Proposal referred to in sub-clause this Agreement by (i) above), Parent shall pay to the Partnership or Parent pursuant to Section 8.1(b)(iii) (Failed Partnership Unitholder Vote) (or its designated Affiliate), by wire transfer of immediately available funds to an account designated by the Partnership, the Partnership Termination Fee, upon the earlier of the public announcement that Parent has entered into such definitive agreement or the consummation of any such transaction; provided, that the payment by Parent of the Partnership Termination Fee pursuant to this Section 8.3 shall not relieve Parent from any liability or damage resulting from a willful breach as defined in Section 8.2. (g) In no event shall Parent be required to pay the Partnership Termination Fee on more than one occasion. In the event that Parent pays the Partnership Expenses pursuant to this Section 8.3, then any Partnership Termination Fee required to be paid by Parent under this Section 8.3 shall be reduced by the amount of the Partnership Expenses previously paid. (h) Parent acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Partnership, the General Partner and the Managing GP would not enter into this Agreement. The parties acknowledge that payment of the Parent Expenses, the Partnership Expenses or the Partnership Termination Fee, as applicable, if, as and when required pursuant to this Section 8.3, shall constitute the sole and exclusive remedy with respect thereto, except as expressly set forth in Section 8.2. (i) Any amount of Partnership Termination Fee received termination by the Partnership (or its designated Affiliatepursuant to a different provision of Section 8.1 at a time when this Agreement was terminable pursuant to Section 8.1(b)(iii) (less any unreimbursed Failed Partnership Unitholder Vote) other than if the General Partner, the Parent and its Affiliates, each in their capacity as a Partnership Unitholder, shall have failed to vote in favor of approval of the Merger at the Partnership Unitholder Meeting, or (ii) Parent pursuant to Section 8.1(c)(ii) (Partnership or General Partner Uncured Breach), then the Partnership shall promptly, but in no event later than two Business Days after receipt of an invoice (with supporting documentation) therefor from Parent, pay Parent’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred by Parent and its Affiliates in connection with this Agreement and the transactions contemplated hereby up to a maximum amount of $5 million (the “Parent Expense Reimbursement”). (c) In the event of termination of this Agreement by the Partnership pursuant to Section 8.1(d) (Parent Uncured Breach), then Parent shall promptly, but in no event later than two Business Days after receipt of an invoice (with supporting documentation) therefor from the Partnership, pay the Partnership’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred by the Partnership, the General Partner, the Managing GP Partnership and their respective controlled its Affiliates in connection with this AgreementAgreement and the transactions contemplated hereby up to a maximum amount of $5 million (the “Partnership Expense Reimbursement”). (d) will be distributed to Each of the parties hereto acknowledges that the Partnership Unaffiliated Unitholders by Termination Fee, Parent Expense Reimbursement and Partnership Expense Reimbursement are not intended to be a special distributionpenalty, but rather are liquidated damages in a reasonable amount that will compensate the other party, as applicable, in any manner the circumstances in which such amounts are due and payable and which do not involve fraud or willful and material breach, for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. In no event shall a party be entitled to more than one payment of the Partnership Termination Fee, Parent Expense Reimbursement and Partnership Expense Reimbursement, as may be determined by applicable, in connection with a termination of this Agreement pursuant to which such amounts are payable. (e) The parties acknowledge that the Conflicts Committeeprovisions of this Section 8.3 are an integral part of the transactions contemplated hereby and that, and Parent agrees that it will (and will cause without these agreements, none of the Partnership, General Partner, Parent, Holdings or Merger Sub would enter into this Agreement. Accordingly, in the Managing GPevent that the Partnership shall fail to pay the Partnership Termination Fee required pursuant to this Section 8.3 when due, MLP LP LLC such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made plus 5%. In addition, if the Partnership shall fail to pay the Partnership Termination Fee when due, the Partnership shall also pay all of Parent’s reasonable costs and any expenses (including fees and expenses of their respective Subsidiaries that own any Partnership Interests tocounsel) waive any rights it or they may have in connection with efforts to receive collect such special distributionfee.

Termination Fees; Expenses. (a) If In the event this Agreement is validly terminated (i) by Parent pursuant to Section 8.1(c)(i) (Partnership Adverse Recommendation Change); (ii) by the Partnership or Parent pursuant to Section 8.1(b)(iii) (Failed Partnership Unitholder Vote) in a case where a Partnership Adverse Recommendation Change has occurred; (iii) by the provisions of Partnership pursuant to Section 8.1(b)(i) (Outside Date) and, at the time of such termination under this clause (iii), then Parent shall pay to (A) the Partnership Unitholder Approval shall not have been obtained and (or its designated AffiliateB) by wire transfer of immediately available funds Parent would have been permitted to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (b) If terminate this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(iv) (No Parent Stockholder Approval), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (c) If this Agreement is validly terminated by the Partnership pursuant to Section 8.1(d8.1(c)(i) (Parent Uncured BreachPartnership Adverse Recommendation Change), then Parent shall pay to the Partnership or (or its designated Affiliateiv) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5A) Business Days after such termination. (d) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(ii) or Section 8.1(c)(iii) (Partnership or General Partner Uncured Breach), then the Partnership shall pay to the Parent (or its designated AffiliateB) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and such payment shall be made within five (5) Business Days after such termination. (e) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(iii) (Parent Superior Proposal), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (f) If (i) after the date of this Agreement, an Alternative Proposal is publicly proposed or publicly disclosed prior to the Parent Stockholder Meeting, (ii) this Agreement is validly terminated by the Partnership or Parent pursuant to Section 8.1(b)(i) (Outside Date) or (C) by either Parent or the Partnership pursuant to Section 8.1(b)(iv8.1(b)(iii) (No Parent Stockholder ApprovalFailed Partnership Unitholder Vote), in each case, if a Superior Proposal shall have been publicly made, proposed or communicated (or shall have otherwise become publicly known) after the date of this Agreement and not withdrawn prior to the Partnership Unitholder Meeting (iii) or, if earlier, prior to the time of termination of this Agreement), and at any time on or prior to the twelve (12) -month anniversary of such termination, Parent a Partnership Group Entity completes or any of its Subsidiaries has entered enters into a definitive agreement in with respect of an Alternative Proposal or consummated an Alternative Proposal (whether or not such Alternative Proposal is to, and thereafter completes, any Superior Proposal, then the same Alternative Proposal referred to in sub-clause (i) above), Parent Partnership shall pay to Parent a termination fee equal to $2,500,000 (the “Partnership Termination Fee”) within two (2) Business Days after the date of termination. (b) In the event of termination of this Agreement by Parent pursuant to Section 8.1(c)(ii) or Section 8.1(c)(iii) (Partnership or General Partner Uncured Breach) under circumstances where the Partnership Termination Fee is not payable, then the Partnership shall promptly, but in no event later than two (2) Business Days after receipt of an invoice (with supporting documentation) therefor from Parent, pay Parent’s designee all of the reasonable documented out-of-pocket expenses (including all reasonable fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants) incurred by Parent and its Affiliates in connection with this Agreement and the transactions contemplated hereby up to a maximum amount of $5,000,000 (the “Parent Expense Reimbursement”). (c) In the event of termination of this Agreement by the Partnership pursuant to Section 8.1(d)(i) (Parent or Merger Sub Uncured Breach), then Parent shall promptly, but in no event later than two (2) Business Days after receipt of an invoice (with supporting documentation) therefor from the Partnership, pay the Partnership’s designee all of the reasonable documented out-of-pocket expenses (including all reasonable fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants) incurred by the Partnership and its designated AffiliateAffiliates in connection with this Agreement and the transactions contemplated hereby up to a maximum amount of $5,000,000 (the “Partnership Expense Reimbursement”). (d) In the event of termination of this Agreement by the Partnership or the GP Conflicts Committee, as applicable, pursuant to Section 8.1(d)(ii) (Failure to Close), then within ten (10) Business Days after such termination, the Parent shall, by wire transfer of immediately available funds funds, pay the Partnership a termination fee equal to an account designated by $6,000,000 (the Partnership, “Parent Termination Fee”). (e) Each of the parties hereto acknowledges that the Partnership Termination Fee, upon the earlier Parent Termination Fee, the Parent Expense Reimbursement and the Partnership Expense Reimbursement are not intended to be penalties, but rather are liquidated damages, in each case in a reasonable amount that will compensate the other Party, as applicable, in the circumstances in which such amounts are due and payable and which do not involve intentional fraud or willful breach, for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the public announcement that Parent has entered into such definitive agreement or the consummation of any such transaction; providedthe transactions contemplated hereby, that the payment by which amount would otherwise be impossible to calculate with precision. In no event shall (i) Parent of be entitled to receive both the Partnership Termination Fee and the Parent Expense Reimbursement, in connection with a termination of this Agreement pursuant to which such amounts are payable and (ii) the Partnership be entitled to receive both the Parent Termination Fee and the Partnership Expense Reimbursement, in connection with a termination of this Section 8.3 shall not relieve Parent from any liability or damage resulting from a willful breach as defined in Section 8.2Agreement pursuant to which such amounts are payable. (gf) In no event shall Parent be required to pay the Partnership Termination Fee on more than one occasion. In the event that Parent pays the Partnership Expenses pursuant to this Section 8.3, then any Partnership Termination Fee required to be paid by Parent under this Section 8.3 shall be reduced by the amount of the Partnership Expenses previously paid. (h) Parent acknowledges The Parties acknowledge that the agreements contained in provisions of this Section 8.3 are an integral part of the transactions contemplated by this Agreement, hereby and that, without these agreements, the Partnership, the General Partner and the Managing GP would not enter into this Agreement. The parties acknowledge that payment none of the Parent Expenses, the Partnership Expenses or the Partnership Termination Fee, as applicable, if, as and when required pursuant to this Section 8.3, shall constitute the sole and exclusive remedy with respect thereto, except as expressly set forth in Section 8.2. (i) Any amount of Partnership Termination Fee received by the Partnership (or its designated Affiliate) (less any unreimbursed out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by the Partnership, the General Partner, Parent or Merger Sub would enter into this Agreement. Accordingly, in the Managing GP event that the Partnership shall fail to pay the Partnership Termination Fee or the Parent shall fail to pay the Parent Termination Fee required pursuant to this Section 8.3 when due, such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made plus 5%. In addition, if the Partnership shall fail to pay the Partnership Termination Fee when due, the Partnership shall also pay all of Parent’s reasonable costs and their respective controlled Affiliates expenses (including fees and expenses of counsel) in connection with efforts to collect such fee. Further, if the Parent shall fail to pay the Parent Termination Fee when due, the Parent shall also pay all of the Partnership’s reasonable costs and expenses (including fees and expenses of counsel) in connection with efforts to collect such fee. (g) Each of the parties hereto acknowledges that the remedies set forth in this Section 8.3 shall be the sole and exclusive remedies for any and all losses, damages, liabilities or claims against any Party to the extent arising under, out of, related to or in connection with this Agreement) will be distributed to the Partnership Unaffiliated Unitholders by a special distribution, in any manner as may be determined by the Conflicts Committee, and Parent agrees that it will (and will cause the General Partner, the Managing GP, MLP LP LLC and any of their respective Subsidiaries that own any Partnership Interests to) waive any rights it or they may have to receive such special distribution.

Termination Fees; Expenses. (a) If In the event this Agreement is validly terminated (i) by Parent pursuant to Section 8.1(c)(i) (Partnership Adverse Recommendation Change), (ii) by the Partnership or Parent pursuant to Section 8.1(b)(iii) (Failed Partnership Unitholder Vote) in a case where the provisions of GP Conflicts Committee has effected a Partnership Adverse Recommendation Change, or (iii) by the Partnership pursuant to Section 8.1(b)(i) (Outside Date) and, at the time of such termination under this clause (iii), (A) the Partnership Unitholder Approval shall not have been obtained and (B) Parent would have been permitted to terminate this Agreement pursuant to Section 8.1(c)(i) (Partnership Adverse Recommendation Change), then Parent the Partnership shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount Parent a termination fee equal to $5,500,000 (the “Partnership Expenses, and such payment shall be made Termination Fee”) within five (5) two Business Days after such the date of termination. (b) If In the event of termination of this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(iv) (No Parent Stockholder Approval), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (c) If this Agreement is validly terminated by the Partnership pursuant to Section 8.1(d) (Parent Uncured Breach), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (d) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(ii) (Partnership or General Partner Uncured Breach)) under circumstances where the Partnership Termination Fee is not payable, then the Partnership shall pay to the Parent (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expensespromptly, and such payment shall be made within five (5) but in no event later than two Business Days after such termination. (e) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(iii) (Parent Superior Proposal), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (f) If (i) after the date of this Agreement, an Alternative Proposal is publicly proposed or publicly disclosed prior to the Parent Stockholder Meeting, (ii) this Agreement is validly terminated by the Partnership or Parent pursuant to Section 8.1(b)(i) (Outside Date) or Section 8.1(b)(iv) (No Parent Stockholder Approval) and (iii) at any time on or prior to the twelve (12) month anniversary of such termination, Parent or any of its Subsidiaries has entered into a definitive agreement in respect receipt of an Alternative Proposal or consummated an Alternative Proposal invoice (whether or not such Alternative Proposal is the same Alternative Proposal referred to in sub-clause (iwith supporting documentation) above)therefor from Parent, Parent shall pay to the Partnership (or its designated Affiliate), by wire transfer of immediately available funds to an account designated by the Partnership, the Partnership Termination Fee, upon the earlier Parent’s designee all of the public announcement that Parent has entered into such definitive agreement or the consummation of any such transaction; provided, that the payment by Parent of the Partnership Termination Fee pursuant to this Section 8.3 shall not relieve Parent from any liability or damage resulting from a willful breach as defined in Section 8.2. (g) In no event shall Parent be required to pay the Partnership Termination Fee on more than one occasion. In the event that Parent pays the Partnership Expenses pursuant to this Section 8.3, then any Partnership Termination Fee required to be paid by Parent under this Section 8.3 shall be reduced by the amount of the Partnership Expenses previously paid. (h) Parent acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Partnership, the General Partner and the Managing GP would not enter into this Agreement. The parties acknowledge that payment of the Parent Expenses, the Partnership Expenses or the Partnership Termination Fee, as applicable, if, as and when required pursuant to this Section 8.3, shall constitute the sole and exclusive remedy with respect thereto, except as expressly set forth in Section 8.2. (i) Any amount of Partnership Termination Fee received by the Partnership (or its designated Affiliate) (less any unreimbursed reasonable documented out-of-pocket expenses (including all reasonable fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants) incurred by the Partnership, the General Partner, the Managing GP Parent and their respective controlled its Affiliates in connection with this Agreement) will be distributed Agreement and the transactions contemplated hereby up to a maximum amount of $3,000,000 (the Partnership Unaffiliated Unitholders by a special distribution, in any manner as may be determined by the Conflicts Committee, and “Parent agrees that it will (and will cause the General Partner, the Managing GP, MLP LP LLC and any of their respective Subsidiaries that own any Partnership Interests to) waive any rights it or they may have to receive such special distributionExpense Reimbursement”).

Termination Fees; Expenses. (a) If In the event this Agreement is validly terminated (i) by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(i8.1(b)(v) (Outside DatePartnership Adverse Recommendation Change), then Parent shall pay to the Partnership (or its designated Affiliateii) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (b) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(iv) (No Parent Stockholder Approval), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (c) If this Agreement is validly terminated by the Partnership pursuant to Section 8.1(d) (Parent Uncured Breach), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (d) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(ii) (Partnership Uncured BreachBreach of Non-Solicit), then the Partnership shall pay to the Parent (or its designated Affiliateiii) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and such payment shall be made within five (5) Business Days after such termination. (e) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(iii) (Parent Superior Proposal), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (f) If (i) after the date of this Agreement, an Alternative Proposal is publicly proposed or publicly disclosed prior to the Parent Stockholder Meeting, (ii) this Agreement is validly terminated by the Partnership or Parent pursuant to Section 8.1(b)(iii) (Failed Partnership Equityholder Approval) in a case where a Partnership Adverse Recommendation Change has occurred, (iv) by the Partnership pursuant to Section 8.1(b)(i) (Outside Date) or and, at the time of such termination under this clause (iv), (A) the Partnership Equityholder Approval shall not have been obtained and (B) Parent would have been permitted to terminate this Agreement pursuant to Section 8.1(b)(iv8.1(b)(v) (No Partnership Adverse Recommendation Change) or (v) by the Partnership pursuant to Section 8.1(d)(ii) (Superior Proposal), then the Partnership shall pay to Parent Stockholder Approvala termination fee equal to $36,500,000 (the “Partnership Termination Fee”) and within two Business Days after the date of termination. (iiib) at any time on or prior to In the twelve (12) month anniversary event of such termination, Parent or any termination of its Subsidiaries has entered into a definitive agreement in respect of an Alternative Proposal or consummated an Alternative Proposal (whether or not such Alternative Proposal is the same Alternative Proposal referred to in sub-clause this Agreement by (i) abovethe Partnership or Parent pursuant to Section 8.1(b)(iii) (Failed Partnership Equityholder Approval) or (ii) Parent pursuant to Section 8.1(c)(i) (Partnership or General Partner Uncured Breach), Parent shall pay to then the Partnership shall promptly, but in no event later than two Business Days after receipt of an invoice (or its designated Affiliate)with supporting documentation) therefor from Parent, by wire transfer of immediately available funds to an account designated by the Partnership, the Partnership Termination Fee, upon the earlier pay Parent’s designee all of the public announcement that Parent has entered into such definitive agreement or the consummation of any such transaction; provided, that the payment by Parent of the Partnership Termination Fee pursuant to this Section 8.3 shall not relieve Parent from any liability or damage resulting from a willful breach as defined in Section 8.2. (g) In no event shall Parent be required to pay the Partnership Termination Fee on more than one occasion. In the event that Parent pays the Partnership Expenses pursuant to this Section 8.3, then any Partnership Termination Fee required to be paid by Parent under this Section 8.3 shall be reduced by the amount of the Partnership Expenses previously paid. (h) Parent acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Partnership, the General Partner and the Managing GP would not enter into this Agreement. The parties acknowledge that payment of the Parent Expenses, the Partnership Expenses or the Partnership Termination Fee, as applicable, if, as and when required pursuant to this Section 8.3, shall constitute the sole and exclusive remedy with respect thereto, except as expressly set forth in Section 8.2. (i) Any amount of Partnership Termination Fee received by the Partnership (or its designated Affiliate) (less any unreimbursed reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred by the Partnership, the General Partner, the Managing GP Parent and their respective controlled its Affiliates in connection with this Agreement) will be distributed Agreement and the transactions contemplated hereby up to a maximum amount of $10 million (the Partnership Unaffiliated Unitholders by a special distribution, in any manner as may be determined by the Conflicts Committee, and “Parent agrees that it will (and will cause the General Partner, the Managing GP, MLP LP LLC and any of their respective Subsidiaries that own any Partnership Interests to) waive any rights it or they may have to receive such special distributionExpense Reimbursement”).

Termination Fees; Expenses. (a) If In the event this Agreement is validly terminated by the Partnership RRMS or Parent pursuant to the provisions of Section 8.1(b)(i7.2(c) (Outside DateParent Stock Issuance Approval) at a time when this Agreement is not (or has not been) otherwise terminable by RRMS pursuant to Section 7.3(a) or (b) (Parent Adverse Recommendation Change), then Parent shall pay to the Partnership RRMS, within two (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (52) Business Days after such termination. (b) If this Agreement is validly terminated by the Partnership or Parent pursuant to the provisions of Section 8.1(b)(iv) (No Parent Stockholder Approval), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Expenses, and such payment shall be made within five (5) Business Days after such termination. (c) If this Agreement is validly terminated by the Partnership pursuant to Section 8.1(d) (Parent Uncured Breach), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (d) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(ii) (Partnership Uncured Breach), then the Partnership shall pay to the Parent (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and such payment shall be made within five (5) Business Days after such termination. (e) If this Agreement is validly terminated by Parent pursuant to Section 8.1(c)(iii) (Parent Superior Proposal), then Parent shall pay to the Partnership (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by the Partnership an amount equal to the Partnership Termination Fee, and such payment shall be made within five (5) Business Days after such termination. (f) If (i) after the date of this Agreement, an Alternative Proposal is publicly proposed or publicly disclosed prior to the Parent Stockholder Meeting, (ii) this Agreement is validly terminated by the Partnership or Parent pursuant to Section 8.1(b)(i) (Outside Date) or Section 8.1(b)(iv) (No Parent Stockholder Approval) and (iii) at any time on or prior to the twelve (12) month anniversary of such termination, Parent or any of its Subsidiaries has entered into a definitive agreement in respect of an Alternative Proposal or consummated an Alternative Proposal (whether or not such Alternative Proposal is the same Alternative Proposal referred to in sub-clause (i) above), Parent shall pay to the Partnership (or its designated Affiliate), by wire transfer of immediately available funds (to an account designated by RRMS), any and all out-of-pocket fees and expenses (including fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants) actually incurred by or on behalf of RRMS in connection with the Partnershipauthorization, preparation, negotiation, execution or performance of this Agreement and the Partnership Termination Feetransactions contemplated hereby (the “RRMS Expenses”), upon the earlier of the public announcement that Parent has entered into such definitive agreement or the consummation of any such transaction; provided, that the payment by Parent of the Partnership Termination Fee pursuant in an aggregate amount not to this Section 8.3 shall not relieve Parent from any liability or damage resulting from a willful breach as defined in Section 8.2exceed $3,800,000. (gb) In no event shall Parent be required to pay the Partnership Termination Fee on more than one occasion. In the event that Parent pays the Partnership Expenses this Agreement is terminated (i) by RRMS pursuant to this Section 8.37.3(a) (Parent Adverse Recommendation Change), (ii) by RRMS (or otherwise deemed terminated) pursuant to Section 7.3(b) (Parent Adverse Recommendation Change), (iii) by RRMS or Parent pursuant to Section 7.2(c) (Parent Stock Issuance Approval) or (iv) by Parent pursuant to Section 7.4(b) (Parent Adverse Recommendation Change), and in the case of each of clause (i), (iii) and (iv) where prior to such termination a Parent Adverse Recommendation Change has occurred in connection with a Parent Designated Proposal, then any Partnership Parent shall pay to RRMS, within two (2) Business Days, by wire transfer of immediately available funds (to an account designated by RRMS), after the date of termination, $15,500,000 (the “Termination Fee required to be paid by Parent under this Section 8.3 shall be reduced by the amount of the Partnership Expenses previously paidFee”). (hc) Parent acknowledges The parties acknowledge that the agreements contained in provisions of this Section 8.3 7.6 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, none of the Partnership, the General Partner and the Managing GP parties would not enter into this Agreement. The parties acknowledge agree that payment of in the event that Parent Expenses, pays the Partnership RRMS Expenses or the Partnership Termination Fee, as applicable, ifto RRMS, as Parent shall have no further liability to RRMS or RRMS General Partner of any kind in respect of this Agreement and when the transactions contemplated by this Agreement, and that in no event shall Parent be required pursuant to this Section 8.3, shall constitute pay the sole and exclusive remedy with respect thereto, except as expressly set forth in Section 8.2. (i) Any amount of Partnership RRMS Expenses or the Termination Fee received by on more than one occasion. The parties further agree that in no event shall Parent be required to pay both the Partnership (or its designated Affiliate) (less any unreimbursed out-of-pocket expenses (including all fees RRMS Expenses and expenses of counsel, accountants, investment bankers, experts and consultants) incurred by the Partnership, the General Partner, the Managing GP and their respective controlled Affiliates in connection with this Agreement) will be distributed to the Partnership Unaffiliated Unitholders by a special distribution, in any manner as may be determined by the Conflicts Committee, and Parent agrees that it will (and will cause the General Partner, the Managing GP, MLP LP LLC and any of their respective Subsidiaries that own any Partnership Interests to) waive any rights it or they may have to receive such special distributionTermination Fee.