Common use of Without limiting the provisions of Section Clause in Contracts

Without limiting the provisions of Section. 6.2(a), and except (A) as expressly contemplated or permitted by this Agreement, (B) as may be required by applicable Law, (C) as set forth in Section 6.2(b) of the Parent Disclosure Schedule, (D) as required by any Parent Material Agreement in effect as of the date of this Agreement, including the Parent Agreement, (E) with the prior written consent of the Partnership (which consent will not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period, the Parent Entities will not, and will cause each of their Subsidiaries not to: (i) (A) issue or sell, or authorize the creation of, any additional equity interests or any additional options, warrants, convertible securities or exchangeable securities (other than ordinary course grants of awards in accordance with the terms of Parent’s Employee Benefit Plans) or (B) enter into any agreement with respect to the foregoing; (ii) (A) split, combine or reclassify any of its equity, or (B) repurchase, redeem or otherwise acquire any of its membership, partnership or other of its equity interests or options, warrants, convertible securities or exchangeable securities, except upon the forfeiture of units, the settlement of units in accordance with the terms thereof or for the withholding of units to satisfy any Tax withholding obligations with respect to awards granted pursuant to any of Parent’s existing Employee Benefit Plan sponsored, maintained or contributed to by Parent for the benefit of any of its or its Affiliates’ employees; (iii) (A) sell, lease, dispose of, license or convey all or any material portion of its capital assets, business or properties other than in the ordinary course of business consistent with past practice, including distributions permitted under Section 6.2(b)(iv) or (B) convert from a limited partnership or limited liability company, as the case may be, to any other business entity; (iv) make or declare dividends or distributions to the holders of Parent Common Units, other than distributions permitted under the Parent Agreement by reason of regular quarterly cash distributions made out of the cash available for distribution of Parent, calculated in accordance with Section 6.2(b)(iv) of the Parent Disclosure Schedule and rounded up or down to the nearest cent per Parent Common Unit; (v) make any amendment to the Parent Agreement or any Organizational Documents of Parent’s Subsidiaries as in effect on the date of this Agreement other than in a manner LA\4224998.8 US 3682459v.19 that would not reasonably be expected to affect the holders of Parent Common Units issued as Equity Consideration in a manner different than Parent Unitholders prior to the Closing; (vi) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (vii) (A) change in any material respect any of its express or deemed elections relating to Taxes, including elections for any and all joint ventures, partnerships, limited liability companies or other investments where it has the capacity to make such binding election, (B) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or (C) change in any material respect any of its methods of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income Tax Return for the most recent taxable year for which a return has been filed, except as may be required by applicable Law; (viii) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial dissolution or liquidation; (ix) knowingly take any action that would reasonably be expected to materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement; or (x) agree or commit to do anything prohibited by clauses (i) through (ix) of this Section 6.2.

Without limiting the provisions of Section. 6.2(a5.1(a), and except (A) as expressly contemplated or permitted by this AgreementAgreement and except in cases where, (B) at or after such time as may be required by applicable Law, (C) as the designees of the Parent constitute a majority of the members of the Board of Directors of the Company and the failure to comply with the covenants set forth in Section 6.2(b) of this SECTION 5.1 results from actions, or omissions to act, taken or authorized by such designees, during the Parent Disclosure Schedule, (D) as required by any Parent Material Agreement in effect as of period from the date of this AgreementAgreement to the Effective Time, including neither the Parent Agreement, (E) with the prior written consent Company nor any of the Partnership (which consent will not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period, the Parent Entities will not, and will cause each of their Subsidiaries not toits subsidiaries will: (i) (A) issue or issue, sell, or authorize dispose of additional shares of capital stock of any class (including the creation of, any additional equity interests Shares) of the Company or any additional optionsof its subsidiaries, or securities convertible into or exchangeable for any such shares or securities, or any rights, warrants, convertible securities or exchangeable securities (options to acquire any such shares or securities, other than ordinary course grants Shares issued upon exercise of awards options disclosed in accordance with the terms SECTION 3.3, which options cover a total of Parent’s Employee Benefit Plans) or (B) enter into any agreement with respect to the foregoingno more than 3,328,989 Shares; (ii) redeem, purchase, or otherwise acquire, or propose to redeem, purchase, or otherwise acquire, any of its outstanding capital stock, or other securities of the Company or any of its subsidiaries; (Aiii) split, combine combine, subdivide, or reclassify any of its equitycapital stock or declare, set aside, make, or (B) repurchase, redeem pay any dividend or otherwise acquire distribution on any shares of its membership, partnership capital stock except for dividends or other of distributions to the Company and its equity interests or options, warrants, convertible securities or exchangeable securities, except upon the forfeiture of units, the settlement of units in accordance with the terms thereof or for the withholding of units to satisfy any Tax withholding obligations with respect to awards granted pursuant to any of Parent’s existing Employee Benefit Plan sponsored, maintained or contributed to by Parent for the benefit of any of its or its Affiliates’ employeessubsidiaries from their respective subsidiaries; (iii) (Aiv) sell, leasepledge, dispose of, license or convey all or encumber any material portion of its capital assets, except for sales, pledges, dispositions, or encumbrances in the ordinary course of business consistent with past practices or properties between the Company and its subsidiaries, except as reasonably may be expected to facilitate the consummation of the Offer, the Merger or the transactions contemplated hereby; (v) incur or modify any indebtedness or issue any debt securities, or assume, guarantee, endorse, or otherwise as an accommodation become absolutely or contingently responsible for obligations of any other person, or make any loans or advances, other than in the ordinary course of business consistent with past practice, including distributions permitted under Section 6.2(b)(iv) or (B) convert from a limited partnership or limited liability company, as the case may be, to any other business entity; (iv) make or declare dividends or distributions to the holders of Parent Common Units, other than distributions permitted under the Parent Agreement by reason of regular quarterly cash distributions made out of the cash available for distribution of Parent, calculated in accordance with Section 6.2(b)(iv) of the Parent Disclosure Schedule and rounded up or down to the nearest cent per Parent Common Unit; (v) make any amendment to the Parent Agreement or any Organizational Documents of Parent’s Subsidiaries as in effect on the date of this Agreement other than in a manner LA\4224998.8 US 3682459v.19 that would not reasonably be expected to affect the holders of Parent Common Units issued as Equity Consideration in a manner different than Parent Unitholders prior to the Closingpractices; (vi) implement adopt or adopt amend any bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, employment or other employee benefit agreements, trusts, plans, funds, or other arrangements for the benefit or welfare of any director, officer, or employee, or (except for normal increases in the ordinary course of business that are consistent with past practices and that, in the aggregate, do not result in a material increase in benefits or compensation expense to the Company) increase in any manner the compensation or fringe benefits of any director, officer, or employee or pay any benefit not required by any existing plan or arrangement (including, without limitation, the granting or vesting of stock options or stock appreciation rights) or take any action or grant any benefit not expressly required under the terms of any existing agreements, trusts, plans, funds, or other such arrangements or enter into any contract, agreement, commitment, or arrangement to do any of the foregoing; or make or agree to make any payments to any directors, officers, agents, contractors, or employees relating to a change or potential change in its accounting principles, practices or methods, other than as may be required by GAAPcontrol of the Company; (vii) acquire by merger, consolidation, or acquisition of stock or assets any corporation, partnership, or other business organization or division or make any investment either by purchase of stock or securities, contributions to capital (Aother than to wholly-owned subsidiaries), property transfer, or purchase of any material amount of property or assets, in any other person; (viii) except as required by this Agreement, adopt any amendments to their respective charters or bylaws or equivalent organizational documents; (ix) take any action other than in the ordinary course of business and consistent with past practices, to pay, discharge, settle, or satisfy any claim, liability, or obligation (absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise); (x) change any method of accounting or accounting practice used by the Company or any of its subsidiaries, except for any change required by reason of a concurrent change in generally accepted accounting principles; (xi) revalue in any material respect any of its express assets, including, without limitation, writing down the value of its portfolio or deemed elections relating writing off notes or accounts receivable other than in the ordinary course of business consistent with past practices (other than with respect to TaxesMatriDigm Corporation); (xii) except in the ordinary course of business consistent with past practice, including elections for authorize any and all joint ventures, partnerships, limited liability companies or other investments where it has the capacity to new capital expenditures; (xiii) make such binding any tax election, settle or compromise any federal, state, or local tax liability or consent to the extension of time for the assessment or collection of any federal, state, or local tax, the effect of which would be material; (Bxiv) settle or compromise any material claimpending or threatened suit, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating claim material to Taxes, the Company and its subsidiaries taken as a whole or (C) change in any material respect any of its methods of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income Tax Return for the most recent taxable year for which a return has been filed, except as may be required by applicable Law; (viii) authorize, recommend, propose or announce an intention relevant to adopt a plan of complete or partial dissolution or liquidation; (ix) knowingly take any action that would reasonably be expected to materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement; (xv) except as permitted by this Agreement, enter into any agreement, arrangement, or understanding to do any of the foregoing actions in this SECTION 5.1, including any agreement, arrangement, or understanding resulting in or providing for a sale of any assets of the Company (other than a sale of assets in the ordinary course of business and consistent with past practices) or a merger or other liquidation, sale, or disposition of the Company; or (xxvi) agree voluntarily take any action or commit willfully omit to do anything prohibited by clauses (i) through (ix) take any action that is reasonably expected to make any representation or warranty in ARTICLE III untrue or incorrect in any material respect at any time, including as of the date of this Section 6.2Agreement and as of the time of consummation of the Offer and the Effective Time, as if made as of such time.

Without limiting the provisions of Section. 6.2(a6.1(a), and except (A) as expressly contemplated or permitted by this Agreement, (B) as may be required by applicable Law, (C) as set forth in Section 6.2(b6.1(b) of the Parent Company Disclosure ScheduleLetter, (D) the Company covenants and agrees that, except as expressly provided in this Agreement or as required by any Parent Material Agreement in effect as of to comply with applicable Law, from and after the date of this AgreementAgreement and prior to the Effective Time, including the Parent AgreementCompany will not, and will not permit any of its Subsidiaries to (E) with without the prior written consent of the Partnership (Parent, which consent will shall not be unreasonably withheld, withheld or delayed or conditioned), during if the Preaction requested would not materially and adversely impact the expected pro forma financial data (including expected cost-Closing Period, savings) of Parent following consummation of the Merger as agreed by Parent Entities will not, and will cause each of their Subsidiaries not to:the Company): (i) (A) issue amend or sell, propose to amend its articles of incorporation or authorize the creation of, any additional equity interests bylaws or any additional options, warrants, convertible securities or exchangeable securities (other than ordinary course grants of awards in accordance with the terms of Parent’s Employee Benefit Plans) or (B) enter into any agreement with respect to the foregoingsimilar organizational documents; (ii) (A) splitissue, combine sell, transfer, pledge, dispose of or reclassify encumber any of its equityadditional shares of, or (B) repurchasesecurities convertible into or exchangeable for, redeem or otherwise acquire any of its membership, partnership or other of its equity interests or options, warrants, convertible securities calls, commitments or exchangeable securitiesrights of any kind to acquire, except upon any shares of capital stock of any class of the forfeiture of unitsCompany or its Subsidiaries, the settlement of units in accordance with the terms thereof or for the withholding of units to satisfy any Tax withholding obligations with respect to awards granted other than issuances pursuant to any the exercise of Parent’s existing Employee Benefit Plan sponsored, maintained or contributed to by Parent for Company Options outstanding on the benefit of any of its or its Affiliates’ employeesdate hereof; (iii) (A) selldirectly or indirectly, leasesplit, dispose ofcombine or reclassify the outstanding shares of capital stock of the Company, license or convey all or any material portion outstanding capital stock of its capital assets, business or properties other than in any of the ordinary course Subsidiaries of business consistent with past practice, including distributions permitted under Section 6.2(b)(iv) the Company; or (B) convert from a limited partnership redeem, purchase or limited liability company, as the case may be, to otherwise acquire directly or indirectly any other business entityof its capital stock; (iv) make declare, set aside or declare dividends pay any dividend or distributions other distribution payable in cash, stock or property with respect to the holders of Parent Common Units, other than distributions permitted under the Parent Agreement by reason of regular quarterly cash distributions made out of the cash available for distribution of Parent, calculated in accordance with Section 6.2(b)(iv) of the Parent Disclosure Schedule and rounded up or down to the nearest cent per Parent Common Unitits capital stock; (v) make any amendment to the Parent Agreement adopt a plan of complete or any Organizational Documents of Parent’s Subsidiaries as in effect on the date of this Agreement other than in a manner LA\4224998.8 US 3682459v.19 that would not reasonably be expected to affect the holders of Parent Common Units issued as Equity Consideration in a manner different than Parent Unitholders prior to the Closingpartial liquidation or dissolution; (vi) implement (A) increase the compensation or adopt benefits payable to any director, officer, other employee or consultant of the Company or any of its Subsidiaries; (B) grant any severance or termination pay to (or amend any such existing arrangement with) any director, officer, other employee or consultant of the Company or any of its Subsidiaries; (C) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director, officer, other employee or contractor of the Company or any of its Subsidiaries; (D) increase any benefits payable under any existing severance or termination pay policies or agreements or employment agreements; or (E) permit any director, officer, other employee or contractor of the Company or any of its Subsidiaries who is not already a party to an agreement or a participant in a plan providing benefits upon or following a "change in its accounting principles, practices control" to become a party to any such agreement or methodsa participant in any such plan, other than pursuant to a pre-existing contractual commitment or as may be required by GAAPapplicable Law; (vii) (A) change adopt any new benefit plan, terminate any Company Employee Plan or modify any Company Employee Plan in any material respect a way that could result in additional cost to Parent, the Company or any of its express or deemed elections relating to Taxestheir respective Subsidiaries, including elections except for any and all joint ventures, partnerships, limited liability companies or other investments where it has amendments to a Company Employee Plan required to maintain its qualified plan status under Section 401(a) of the capacity to make such binding election, Code; (B) settle modify any actuarial cost method, assumption or compromise practice used in determining benefit obligations, annual expense and funding for any material claimCompany Employee Plan, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating except to Taxes, or the extent required by GAAP; (C) change subject to any ERISA fiduciary obligation, modify the investment philosophy of the Company Employee Plan trusts or maintain an asset allocation that is not consistent with such philosophy; (D) subject to any ERISA fiduciary obligation, enter into any outsourcing agreement, or any other material contract relating to the Company Employee Plans or management of any benefit plan trusts; (E) grant any ad hoc pension increase; or (F) establish any new or fund any existing "rabbi" or similar trust (except in accordance with the current terms of any material respect Company Employee Plan), or enter into any of its methods of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income Tax Return other arrangement for the most recent taxable year for which a return has been filedpurpose of securing non-qualified retirement benefits, except as may be required by applicable Lawtermination benefits or deferred compensation; (viii) authorizemodify, recommendamend or terminate any of the Company Contracts or waive, propose release or announce an intention to adopt a plan assign any material rights or claims, except in the ordinary course of complete or partial dissolution or liquidationbusiness and consistent with past practice; (ix) knowingly take enter into any action that would reasonably be expected to materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement; or (x) agree or commit to do anything prohibited by clauses new (i) through agency agreement that provides or permits: (ixA) a premium volume limitation greater than five hundred thousand dollars ($500,000); (B) a projected annual reinsurance ceded written premium greater than five hundred thousand dollars ($500,000); (C) policy limits of this Section 6.2.liability of greater than five hundred thousand dollars ($500,000) per occurrence; or (D) a per policy retention of more than five hundred thousand dollars ($500,000) per occurrence; or

Without limiting the provisions of Section. 6.2(a)8.1(a) hereof, until the Effective Time, neither of the Empire Companies shall (unless ITI shall otherwise consent and except (A) as expressly otherwise contemplated or permitted by this Agreement, (B) as may be required by applicable Law, (C) as set forth in Section 6.2(b) of the Parent Disclosure Schedule, (D) as required by any Parent Material Agreement in effect as of the date of this Agreement, including the Parent Agreement, (E) with the prior written consent of the Partnership (which consent will not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period, the Parent Entities will not, and will cause each of their Subsidiaries not to:): (i) (A) issue amend its certificate of incorporation or sell, or authorize the creation of, any additional equity interests or any additional options, warrants, convertible securities or exchangeable securities (other than ordinary course grants of awards in accordance with the terms of Parent’s Employee Benefit Plans) or (B) enter into any agreement with respect to the foregoingby-laws; (ii) do any of the following: (Aa) declare or pay any dividend on or make any other distributions in respect of any of its capital stock, (b) split, combine or reclassify any of its equitycapital stock or issue, any securities in respect of, in lieu of or in substitution for shares of its capital stock or (Bc) repurchase, redeem repurchase or otherwise acquire any shares of its membershipcapital stock; provided, partnership however, that the foregoing shall not prohibit any distributions to Sellers ("Permitted Distributions") in the form of cash or other non-interest bearing, promissory notes which in the reasonable estimation of its the Sellers will not cause stockholders' equity interests or options, warrants, convertible securities or exchangeable securities, except upon to be less than zero on the forfeiture of units, the settlement of units in accordance with the terms thereof or for the withholding of units to satisfy Closing Date Balance Sheet (it being understood that such estimation may not be precise and any Tax withholding obligations with respect to awards granted over-distribution will be returned pursuant to any of Parent’s existing Employee Benefit Plan sponsored, maintained or contributed to by Parent for the benefit of any of its or its Affiliates’ employees;Section 3.2 hereof). (iii) sell or issue any shares of its capital stock or any class of securities convertible into, or rights, warrants or options to acquire, any such shares or other convertible securities; (Aiv) incur capital expenditures in excess of $25,000 in the aggregate; (v) sell, leaselease or otherwise dispose of or acquire any assets, dispose ofother than in the ordinary and usual course of business consistent with past practice; (vi) incur any indebtedness for borrowed money or issue or sell any debt securities of either Empire Company; provided, license however, that the foregoing shall not prohibit borrowings under the Existing Credit Facility in order to fund business operations and/or Permitted Distributions. (vii) make any loan or convey all or advance to any Person, except for advances to employees made in the ordinary and usual course of business consistent with past practice; (viii) guarantee any Liabilities of any Person, except for the endorsement for the purpose of collection in the ordinary and usual course of business; (ix) make any material portion change in its customary methods of its capital assets, business operation; (x) make any investments or properties other than acquire an interest in any Person (except the foregoing shall not prohibit the short term investment of excess cash in the ordinary course of business consistent with past practice, including distributions permitted under Section 6.2(b)(iv) or (B) convert from a limited partnership or limited liability company, as the case may be, to any other business entity); (ivxi) make enter into any Contract or declare dividends or distributions to the holders of Parent Common Units, other than distributions permitted under the Parent Agreement by reason of regular quarterly cash distributions made out transaction with any of the cash available for distribution Sellers, Xxxxxx Xxxxxx or any Related Person of Parent, calculated in accordance with Section 6.2(b)(iv) any of the Parent Disclosure Schedule foregoing, except for the making of Permitted Distributions and rounded up or down to the nearest cent per Parent Common Unitpayment of compensation in the ordinary course of business consistent with past practice; (vxii) establish, adopt, enter into, make any amendment to the Parent Agreement new grants or awards under or amend, any Organizational Documents of Parent’s Subsidiaries as in effect on the date of this Agreement other than in a manner LA\4224998.8 US 3682459v.19 that would not reasonably be expected to affect the holders of Parent Common Units issued as Equity Consideration in a manner different than Parent Unitholders prior to the ClosingEmployee Benefit Plan; (vixiii) implement or adopt create any change in Lien on any of its accounting principles, practices or methods, other than as may be required by GAAPassets; (vii) (Axiv) change in any material respect any of its express the accounting principles or deemed elections relating to Taxes, including elections for any and all joint ventures, partnerships, limited liability companies or other investments where it has the capacity to make such binding election, (B) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or (C) change in any material respect any of its methods of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income Tax Return for the most recent taxable year for which a return has been filed, except as may be required practices used by applicable Lawit; (viiixv) authorize, recommend, propose acquire any real property or announce an intention to adopt a plan enter into (or renew or extend) any lease for real property (except for renewal of complete or partial dissolution or liquidationthe lease for its Idaho property); (ixxvi) knowingly take authorize or enter into an agreement to do any action that would reasonably be expected to materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement; or (x) agree or commit to do anything prohibited by clauses (i) through (ix) of this Section 6.2foregoing.

Without limiting the provisions of Section. 6.2(a5.3(a), and except (A) as expressly set forth on Schedule 5.3(b), as otherwise contemplated or permitted by this AgreementAgreement or with the written approval of Buyer (which approval, except with respect to Sections 5.3(b)(ix), (Bxv) as may and (xvi) below, shall not be required by applicable Lawunreasonably withheld or delayed, (C) as provided that Seller acknowledges that it is reasonable for Buyer to withhold its approval of the matters set forth in Section 6.2(b5.3(b)(vi) if Buyer, in its good faith judgment, determines such matter would have an adverse impact on Buyer's operation of the Parent Disclosure ScheduleBusiness after the Closing Date, (D) and provided further that no inference shall be drawn from the foregoing proviso as required by to whether it is reasonable or unreasonable for Buyer to withhold consent for any Parent Material Agreement in effect as other reason), on or between February 18, 2005 and the Closing Date, Seller shall not do any of the date of this Agreement, including the Parent Agreement, (E) with the prior written consent of the Partnership (which consent will not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period, the Parent Entities will not, and will cause each of their Subsidiaries not tofollowing: (i) (A) issue make any material change in the Business or sellits operations, or authorize the creation of, except such changes as may be required to comply with any additional equity interests or any additional options, warrants, convertible securities or exchangeable securities (other than ordinary course grants applicable Requirements of awards in accordance with the terms of Parent’s Employee Benefit Plans) or (B) enter into any agreement with respect to the foregoingLaw; (ii) make any capital expenditure related to the Business or enter into any Contract related to the Business or commitment therefor in excess of five hundred thousand dollars (A$500,000) split, combine or reclassify any of its equity, or (B) repurchase, redeem or otherwise acquire any of its membership, partnership or other of its equity interests or options, warrants, convertible securities or exchangeable securitiesin the aggregate, except upon in the forfeiture ordinary course of units, the settlement of units business consistent with past practice or in accordance with the terms thereof or for the withholding of units to satisfy any Tax withholding obligations with respect to awards granted pursuant to any of Parent’s existing Employee Benefit Plan sponsored, maintained or contributed to by Parent for the benefit of any of its or its Affiliates’ employeesCapital Expenditures Budget; (iii) (A) sell, lease, dispose of, license or convey all or enter into any material portion Contract related to the Business for the purchase or lease (as lessor or lessee) of its capital assetsreal property, business or properties other than except in the ordinary course of business consistent with past practice, including distributions permitted under Section 6.2(b)(iv) or (B) convert from a limited partnership or limited liability company, as the case may be, to any other business entity; (iv) make sell, lease (as lessee or declare dividends lessor), transfer or distributions to otherwise dispose of, mortgage or pledge or impose any Encumbrance (other than Permitted Encumbrances) on any of the holders Assets (exclusive of Parent Common Unitsthe IDS Site as part of the IDS Transaction), other than distributions permitted under sales or other dispositions of inventory in the Parent Agreement by reason ordinary course of regular quarterly cash distributions made out business consistent with past practice and personal property sold or otherwise disposed of in the cash available for distribution ordinary course of Parentbusiness consistent with past practice which is excess, calculated in accordance with Section 6.2(b)(iv) of obsolete or is not material the Parent Disclosure Schedule and rounded up or down to the nearest cent per Parent Common UnitBusiness; (v) make create, incur or assume, or agree to create, incur or assume, any amendment indebtedness for borrowed money related to the Parent Agreement Business (other than money borrowed or advanced from Seller in the ordinary course of business consistent with past practice or any Organizational Documents of Parent’s Subsidiaries as in effect on the date of this Agreement other than in a manner LA\4224998.8 US 3682459v.19 that would not reasonably be expected to affect the holders of Parent Common Units issued as Equity Consideration in a manner different than Parent Unitholders prior to the Closingunsecured indebtedness which is an Excluded Liability); (vi) implement institute any material increase in, enter into, adopt, terminate or adopt materially amend any change in its accounting principlesprofit sharing, practices bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, severance, termination, welfare or methodsother employee benefit plan with respect to employees of the Business, other than in the ordinary course of business, as may be required by GAAPany such existing plan, or pursuant to any existing employment or collective bargaining agreement or by Requirements of Law; (vii) (A) make any change in any material respect any the compensation of its express employees of the Business, other than changes made pursuant to existing employment or deemed elections relating to Taxes, including elections for any and all joint ventures, partnerships, limited liability companies collective bargaining agreements or other investments where it has the capacity to make such binding election, (B) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or (C) change in any material respect any of its methods of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income Tax Return for the most recent taxable year for which a return has been filed, except as may be required by applicable any Requirement of Law; (viii) authorize; provided that, recommend, propose or announce an intention to adopt a plan the provisions of complete or partial dissolution or liquidation; (ix) knowingly take any action that would reasonably be expected to materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement; or (x) agree or commit to do anything prohibited by clauses (i) through (ix) of this Section 6.2.this

Without limiting the provisions of Section. 6.2(a6.1(a), and except (A) as expressly contemplated or permitted by this Agreement, (B) as may be required by applicable LawLaw or the terms of any Partnership Employee Benefit Plan, (C) as set forth in Section 6.2(b) the corresponding section of the Parent Partnership Disclosure Schedule, or (D) as required by any Parent Material Agreement in effect as of the date of this Agreement, including the Parent Agreement, (E) with the prior written consent of the Partnership Parent (which consent will not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period, the Parent Partnership Entities will not, and will cause each of their Subsidiaries not to: (i) in the case of the Partnership Entities and their Included Subsidiaries, (A) issue or sell, or authorize the creation of, any additional equity interests or any additional options, warrants, convertible securities or exchangeable securities (other than ordinary course grants of awards in accordance with the terms of Parent’s Employee Benefit Plansthe Partnership LTIP) or (B) enter into any agreement with respect to the foregoing; (ii) in the case of the Partnership Entities and their Included Subsidiaries, (A) split, combine or reclassify any of its equity, or (B) repurchase, redeem or otherwise acquire any of its membership, partnership or other of its equity interests or options, warrants, convertible securities or exchangeable securities, except upon the forfeiture of unitsPhantom Units, the settlement of units Phantom Units in accordance with the terms thereof or for the withholding of units Partnership Common Units to satisfy any Tax withholding obligations with respect to awards granted pursuant to any of Parent’s existing Employee Benefit Plan sponsored, maintained or contributed to by Parent for the benefit of any of its or its Affiliates’ employeesPartnership LTIP; (iii) (A) sell, lease, dispose of, license or convey all or any material portion of its capital their assets, business or properties properties, other than (1) distributions permitted under Section 6.1(b)(iv), (2) in the ordinary course of business consistent with past practice, including distributions permitted under Section 6.2(b)(iv(3) the exchange of equipment between the Included Subsidiaries and the Pasadena Subsidiaries with a value not in excess of $500,000 in the aggregate or (4) by virtue of the consummation of any Qualified Pasadena Sale or Spin-Off Transaction, (B) sell, lease, dispose of, license or convey any individual capital asset for consideration in excess of $750,000, (C) acquire, by merger or otherwise, all or substantially all of the business or property of any other entity or (D) convert from a limited partnership or partnership, limited liability companycompany or corporation, as the case may be, to any other business entity; (iv) make or declare dividends or distributions to the holders of Parent Common Unitsdistributions, other than distributions by the Subsidiaries of the Partnership to their respective equityholders in the ordinary course of business and distributions to the Partnership Unitholders (A) permitted under the Parent Existing Partnership Agreement by reason of regular quarterly cash distributions made out of the cash available for distribution of Parentthe Partnership, calculated in accordance with Section 6.2(b)(iv6.1(b)(iv) of the Parent LA\4224998.8 US 3682459v.19 Partnership Disclosure Schedule and rounded up or down to the nearest cent per Parent Partnership Common Unit, (B) of Pasadena Sale Net Proceeds in accordance with Section 6.18(c) or (C) of SpinCo Common Units in the Pasadena Distribution, in each case to the extent permitted under the Partnership Material Contracts; (v) make any amendment to amend the Parent Agreement or any Organizational Documents of Parent’s Subsidiaries as in effect on any Partnership Entity or any of the date of this Agreement Included Subsidiaries; (vi) enter into any contract, agreement or arrangement that would be a Partnership Material Agreement, other than such contracts, agreements or arrangements with a term of not more than one year entered into in the ordinary course of business consistent with past practice; (vii) modify, amend, terminate or assign any Partnership Material Agreement in any material respect outside the ordinary course of business and in a manner LA\4224998.8 US 3682459v.19 that which is materially adverse to any of the Partnership Entities, the Included Subsidiaries or their respective businesses, taken as a whole, or which would not reasonably be expected to affect prevent or materially delay the holders consummation of Parent Common Units issued as Equity Consideration in a manner different than Parent Unitholders prior to the Closingtransactions contemplated by this Agreement; (viviii) waive, release, assign, settle or compromise any Proceeding, other than waivers, releases, assignments, settlements or compromises (A) equal to or less than the amounts reserved with respect thereto on the Partnership Financial Statements, (B) except as provided in clause (A), that do not impose liability to the Partnership or the Included Subsidiaries in excess of $750,000 in the aggregate (not including amounts covered by insurance) or (C) without limiting clause (B), that require the payment of monetary damages that will be paid solely by the Pasadena Subsidiaries and/or impose non- monetary remedies that will be applicable solely to the Pasadena Subsidiaries; (ix) implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP; (vii) (A) except with respect to the Pasadena Subsidiaries in connection with a Qualified Pasadena Sale, change in any material respect any of its express or deemed elections relating to Taxes, including elections for any and all joint ventures, partnerships, limited liability companies or other investments where it has the capacity to make such binding election, (B) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or (C) change in any material respect any of its methods of reporting income or deductions for U.S. federal income tax purposes from those employed in the preparation of its U.S. federal income Tax Return for the most recent taxable year for which a return has been filed, except as may be required by applicable Law; (viiixi) except as required by applicable Law or the terms of any Partnership Employee Benefit Plan or collective bargaining agreement in effect as of the date hereof, (A) materially increase, or accelerate the payment or vesting of, any compensation or benefits payable to any Partnership Service Provider, (B) grant any equity awards, retention or transaction bonuses, or any severance or termination pay to any current or former Partnership Service Provider, (C) establish, adopt, enter into or materially amend any Partnership Employee Benefit Plan, (D) hire any new employees, except (1) in the ordinary course of business consistent with past practice with respect to employees with an annual base salary and annual cash bonus opportunity not to exceed, in the aggregate, $125,000 or (2) the hiring of new employees to replace employees who terminate employment after the date hereof for compensation that is comparable to that of the replaced employee, (E) provide any written communication to Employees regarding the compensation and benefits that they will receive in connection with the Mergers, unless any such communications are consistent with the terms of any Partnership Employee Benefit Plan in existence as of the date hereof and/or consistent with any written script or talking points approved by Parent (not to be unreasonably withheld, delayed or conditioned), or (F) transfer the employment of any Employee or terminate the employment of an Employee unless for cause and consistent with past practice; (xii) with respect to the Partnership Entities and the Included Subsidiaries, (A) incur, assume, guarantee or otherwise become liable for any Indebtedness, other than borrowings under the GE Credit Facility, the proceeds of which are not used to fund the business or operations of the Pasadena Subsidiaries, (B) create any Lien on its property in connection with Indebtedness, or (C) make or commit to make any capital expenditures other than such capital expenditures as are contemplated in the 2015 forecast or the 2016 forecast, as applicable, as disclosed in the Partnership Disclosure Schedule; (xiii) enter into any Partnership Related Party Transaction, other than (A) as permitted by Section 6.1(b) (xi) or (B) any Qualified Pasadena Sale to an Affiliate of the Partnership; (xiv) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial dissolution or liquidation; (ixxv) take any action that has the effect of (A) transferring any assets of the Partnership Entities or the Included Subsidiaries thereof to any Pasadena Subsidiary, or transferring any liabilities of the Pasadena Subsidiaries to any Partnership Entity or Included Subsidiary thereof or (B) causing any Partnership Entity or Included Subsidiary thereof to assume liability (contingent or otherwise) with respect to (1) the Pasadena Subsidiaries or their respective businesses and, in the event of a Spin-Off Transaction, SpinCo, (2) the Spin-Off Transactions or the Qualified Pasadena Sale, as applicable, or (3) the pre- Closing or post-Closing activities of SpinCo (if applicable) and the Pasadena Subsidiaries; (xvi) in the case of the Partnership Entities and their Included Subsidiaries and their respective assets and businesses, fail to make the maintenance capital expenditures and other maintenance expenditures as are contemplated in the 2015 capital forecast or 2016 capital forecast, as applicable, as disclosed in the Partnership Disclosure Schedule, other than deviations from such capital forecast that are not more than 15% of the aggregate expenditures described in such annual forecast; (xvii) knowingly take any action that would reasonably be expected to materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement; or (xxviii) agree or commit to do anything prohibited by clauses (i) through (ixxvii) of this Section 6.26.1.