Exhibit 2.1

Execution Version

PURCHASE AGREEMENT

BY AND AMONG

GIP III STETSON I, L.P.

AND

GIP III STETSON II, L.P.

AS SELLERS,

ENLINK MIDSTREAM MANAGER, LLC,

AND

ONEOK, INC.

AS ACQUIROR

TABLE OF CONTENTS

EXHIBITS

Exhibit A Definitions

Exhibit B Form of Assignment of Subject Interests

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “Agreement”), dated as of August 28, 2024, is entered into by and among GIP III Stetson I, L.P., a Delaware limited partnership (“Seller I”), GIP III Stetson II, L.P., a Delaware limited partnership (“Seller II,” and together with Seller I, “Sellers”), EnLink Midstream Manager, LLC, a Delaware limited liability company, acting solely in its individual capacity and not in its capacity as managing member of ELK (the “Manager”), and ONEOK, Inc., an Oklahoma corporation (“Acquiror”).

WHEREAS, as of the Closing, Seller I will own (i) 97,207,538 common units (“Seller I Units”) representing limited liability company interests (“ELK Units”) in EnLink Midstream, LLC, a Delaware limited liability company (“ELK”), and (ii) all of the outstanding limited liability company interests (the “Manager Interests”) in the Manager, which is the sole managing member of ELK;

WHEREAS, as of the Closing, Seller II will own 103,133,215 ELK Units (together with the Seller I Units, the “Seller Units” and, together with the Seller I Units and the Manager Interests, the “Subject Interests”); and

WHEREAS, Acquiror desires to purchase the Subject Interests from Sellers, and Sellers desire to sell the Subject Interests to Acquiror, upon the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:

Article I

DEFINITIONS AND INTERPRETATION

Section 1.1  Definitions. Unless otherwise provided to the contrary in this Agreement, capitalized terms in this Agreement have the meanings set forth in Exhibit A.

Section 1.2 Rules of Interpretation. Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions:

(a) the words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used;

(b) the word “including” and its derivatives mean “including without limitation” and are terms of illustration and not of limitation;

(c) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or in the plural and correlative forms of defined terms shall have corresponding meanings;

(d) the word “or” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”;

(e) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;

(f) the phrase “made available,” when used herein, means that the information or materials referred to have been physically or electronically delivered, directly or indirectly, to the applicable party hereto or its Representatives (including information or materials that have been posted to an online “virtual data room” established by or on behalf of one of the parties hereto or their respective Affiliates, and information and materials that have been publicly made available through filings with the SEC since December 31, 2022), in each case, on or before 2:00 p.m., August 28, 2024;

(g) all references to prices, values or monetary amounts refer to United States dollars;

(h) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders;

(i) the Transaction Documents have been jointly prepared by the parties thereto, and no Transaction Document shall be construed against any Person as the principal draftsperson thereof, and no consideration may be given to any fact or presumption that any applicable party had a greater or lesser hand in drafting any Transaction Document;

(j) the captions of the articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement;

(k) any references herein to a particular Section, Article, Exhibit or Schedule means a Section or Article of, or an Exhibit or Schedule to, this Agreement unless otherwise expressly stated herein;

(l) the Exhibits and Schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement;

(m) unless otherwise specified herein, all accounting terms used herein shall be interpreted, and all determinations with respect to accounting matters hereunder shall be made, in accordance with GAAP, applied on a consistent basis;

(n) all references to days shall mean calendar days unless otherwise provided;

(o) all references to time shall mean Houston, Texas time;

(p) references to any Person shall include such Person’s successors and permitted assigns;

(q) references to the term “parties hereto” or “party hereto” when not capitalized or when in all capitalized letters means each of the parties to this Agreement, including the Manager; and

(r) all references to any Law or Contract shall mean such Law or Contract, including any amendments thereto, as in effect on the date of this Agreement, provided that all references to any Law or Contract not contained in Article III, Article IV or Article V shall also include any amendments to any such Law after the date hereof and any amendments to any such Contract that are permitted or otherwise contemplated by the terms of this Agreement.

Article II

SALE AND PURCHASE

Section 2.1 Sale and Purchase.

(a) Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, assign, transfer and convey to Acquiror, and Acquiror shall purchase and acquire from each Seller, the applicable portion of the Subject Interests, in each case free and clear of all Encumbrances, other than Permitted Seller Securities Encumbrances, and in consideration therefor, Acquiror shall pay Sellers $3,285,077,220 (the “Purchase Price”), consisting of (i) $2,985,077,220 attributable to the Seller Units, equal to $14.90 per Seller Unit, and (ii) $300,000,000 attributable to the Manager Interests, in accordance with Section 2.1(b).

(b) At the Closing, the Purchase Price shall be paid by wire transfer of immediately available funds in such amounts to each Seller as are designated on Schedule 2.1(b) and to such accounts as shall be designated by such applicable Seller at least three Business Days prior to the Closing Date.

Section 2.2 Pre-Closing and Closing Quarterly Distributions.

The Parties hereby agree as follows:

(a) 

(i) with respect to distributions on the Seller Units made on or after the date hereof relating to any fiscal quarter the last day of which precedes the Closing Date, each Seller shall be entitled to such distribution(s) on the Seller Units held by such Seller as of the last day of the applicable quarter regardless of whether such distribution(s) are made on or after the Closing Date;

(ii) with respect to each distribution on the Seller Units made on or after the date hereof relating to the fiscal quarter of ELK during which the Closing Date occurs, (A) each Seller shall be entitled to a portion of such distribution on the Seller Units held by such Seller immediately prior to the Closing equal to (1) the aggregate amount of such distribution on the Seller Units held by such Seller immediately prior to the Closing, multiplied by (2) a fraction, the numerator of which is the number of calendar days of such fiscal quarter occurring prior to (but not on) the Closing Date and the denominator of which is the number of calendar days constituting such fiscal quarter; and (B) Acquiror shall be entitled to a portion of such distribution on the Seller Units equal to (1) the aggregate amount of such distribution on the Seller Units, multiplied by (2) a fraction, the numerator of which is the number of calendar days of such fiscal quarter occurring on or after the Closing Date and the denominator of which is the number of calendar days constituting such fiscal quarter, in each case, whether such distribution is made on or after the Closing Date; and

(iii) with respect to any other distribution(s) on the Seller Units not addressed in clauses (i) or (ii), Acquiror shall be entitled to such distribution(s) on the Seller Units;

(b) Seller I shall be entitled to the reimbursement of certain expenses, as detailed in Section 7.5 of that certain Second Amended and Restated Operating Agreement of ELK, dated as of January 25, 2019 (the “ELK Operating Agreement”) to the extent incurred in the ordinary course of business and not reimbursed prior to the Closing; provided, however, that such expenses shall not include any amounts owing (whether or not then due and payable) by or on behalf of the Manager or ELK, and their respective Affiliates and Representatives, as advisory, broker, accounting, legal, investment banking and other professional fees incurred with respect to periods up to and including the Closing in connection with the transactions contemplated by this Agreement; and

(c) if and to the extent any Party (or any such Party’s Affiliates) receives any distributions or payment to which it is not entitled, it shall promptly pay or cause to be paid such distributions or payment no later than two Business Days following the receipt by such Party or any of such Party’s Affiliates or successors to the Party entitled to such distribution or payment pursuant to this Section 2.2 or if later, on the Closing Date, and the Parties agree to treat such distributions or payments as having been made for all Tax purposes to the Party so entitled except as otherwise required by applicable Law.

Section 2.3 Closing. Subject to the prior or concurrent satisfaction or valid waiver of the conditions set forth in Article VII, the closing of the transactions referred to in Section 2.1 (the “Closing”) shall take place via electronic exchange of signatures at 10:00 a.m. Central Prevailing Time on the third Business Day after the date on which the last of the conditions set forth in Article VII (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date) is satisfied or validly waived or at such other place and on such other date or time as the Parties may mutually agree; provided that, in case the date on which the conditions set forth in Article VII (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date but that remain capable of satisfaction) are satisfied or validly waived occurs prior to the Inside Date, then, subject to continued satisfaction or waiver of the conditions set forth in Article VII, the Closing shall occur instead on the third Business Day following the Inside Date; provided further that Acquiror may elect an earlier date as the Inside Date upon no less than two Business Days’ notice to Sellers (the date and time on which the Closing takes place, the “Closing Date”).

Section 2.4 Withholding. Each of Acquiror and ELK (and any applicable withholding agent acting on its behalf) shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts that it is required to deduct or withhold under the Code, or any Tax Law, with respect to the making of such payment, provided that it shall timely pay to the appropriate Governmental Authority such deducted or withheld amounts to the extent required by applicable Law and use commercially reasonable efforts to promptly notify Sellers of its intent to deduct or withhold prior to making any such deduction or withholding, and the Parties shall cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such deduction and withholding, including by providing any certificates or forms that are reasonably requested to establish an exemption from (or reduction in) any such deduction and withholding. To the extent that amounts are so deducted or withheld, and remitted or otherwise paid over to the applicable Governmental Authority to the extent required by applicable Law, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. In addition, in the event the Sellers make any compensatory payments to an employee of ELK or one of its subsidiaries in connection with the transactions contemplated by this Agreement and such payments could give rise to a tax withholding obligation of ELK or its applicable subsidiary, then the Sellers, Acquiror and ELK will reasonably cooperate to provide for the satisfaction of such withholding amounts from the amounts otherwise payable by the Sellers to such employee.

Article III

REPRESENTATIONS AND WARRANTIES OF SELLERS CONCERNING SELLERS AND
THE SUBJECT INTERESTS

Except as set forth on the corresponding section or subsection of the Disclosure Schedules, each Seller hereby represents and warrants to Acquiror, as to itself, and not as to any other Person:

Section 3.1 Organization.

(a) Each Seller (i) is duly formed, validly existing and in good standing under the Laws of the State of Delaware and (ii) has all requisite legal and entity power and authority to conduct its business as currently conducted, except where the failure to have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The members of the board of directors of the Manager who are designated by or affiliated with Global Infrastructure Management, LLC are eligible to cast a number of votes equal to a majority of the total number of votes eligible to be cast by all of the directors.

(b) Each Seller is duly qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its assets and properties requires it to so qualify, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

(c) Each Seller has made available to Acquiror true and complete copies of its Organizational Documents as in effect on the date of this Agreement.

Section 3.2 Validity of Agreement; Authorization. Each Seller has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the performance by such Seller of its respective obligations hereunder and thereunder have been duly authorized by such Seller’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Seller are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Seller is a party have been duly executed and delivered by such Seller (except for any Transaction Documents required to be executed and delivered at Closing, in which case such Transaction Documents will be duly executed and delivered by such Seller at Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such Seller’s valid and binding obligation, enforceable against such Seller in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Section 3.3 No Conflict or Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Seller is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not: (a) violate or conflict with any provision of the Organizational Documents of such Seller; (b) violate any applicable Law binding on such Seller; (c) violate, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium to arise or accrue under any material Contract to which such Seller is a party or by which such Seller is bound or to which any of its properties or assets are subject; or (d) result in the creation or imposition of any Encumbrances (other than Permitted Encumbrances) upon any of (i) the Subject Interests or (ii) the other properties or assets of the Subject Entities, except, in the case of clauses (b), (c) or (d)(ii), as would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

Section 3.4 Consents and Approvals. Except (a) for the filing of a premerger notification by the Subject Entities under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and the expiration or termination of any applicable waiting period with respect thereto, (b) for any filings required for compliance with any applicable requirements of the federal securities Laws, any applicable state or other securities Laws and any applicable requirements of a national securities exchange, or (c) for such other consents, authorizations, approvals, filings or registrations the absence or unavailability of which would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect, neither the execution and delivery by such Seller of this Agreement and the other Transaction Documents to which such Seller is, or will be, a party, nor such Seller’s performance of its obligations hereunder or thereunder, requires the consent, approval, waiver or authorization of, or declaration, filing, registration or qualification with, any Governmental Authority by such Seller.

Section 3.5 Ownership of the Subject Interests. Each Seller is the record and beneficial owner of the Subject Interests set forth on Schedule 3.5 opposite such Seller’s name, and the Manager Interests constitute 100% of the outstanding membership interests in the Manager, in each case, free and clear of any Encumbrances, except for (a) restrictions on transfer arising under applicable securities Laws (the “Transfer Restrictions”) and (b) the applicable terms and conditions of this Agreement and the Organizational Documents of ELK or the Manager, as applicable (together with the Transfer Restrictions, the “Permitted Seller Securities Encumbrances”). The Subject Interests held by such Seller have been duly authorized and validly issued and are fully paid and non-assessable except to the extent specified in the Delaware Revised Uniform Limited Partnership Act, Delaware Limited Liability Company Act or in the Organizational Documents of such applicable Subject Entity. Such Seller is not a party to any agreements, arrangements or commitments obligating it to grant, deliver or sell, or cause to be granted, delivered or sold, the Subject Interests, by sale, lease, license or otherwise, other than this Agreement. Upon the consummation of the transactions contemplated by this Agreement, such Seller will assign, convey, transfer and deliver good and valid title to the Subject Interests free and clear of all Encumbrances, except for Permitted Seller Securities Encumbrances.

Section 3.6 Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the other Transaction Documents or any of the transactions contemplated hereby or thereby based upon arrangements made by or on behalf of Sellers or the Manager for which Acquiror or any Subject Entity would be responsible.

Section 3.7 Litigation. There are no, and in the past three years there have been no, Proceedings pending or, to Sellers’ Knowledge, threatened against or involving such Seller, that, individually or in the aggregate, have had or would reasonably be expected to have a Seller Material Adverse Effect. There is no Order of any Governmental Authority outstanding against such Seller or any of its assets and properties that would, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

Section 3.8 Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Sellers’ Knowledge, threatened against Sellers, and Sellers are not insolvent.

Section 3.9 No Additional Representations. Except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Acquiror to Sellers in accordance with the terms hereof, in entering into this Agreement, Sellers acknowledge and agree that they have not been induced by and have not relied upon any representations, warranties or statements, whether express or implied, made by Acquiror, or any of its Affiliates or Representatives that are not expressly set forth in Article V or in any certificate delivered by Acquiror to Sellers, whether or not such representations, warranties or statements were made in writing or orally. Sellers acknowledge and agree that, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Acquiror to Sellers, (i) Acquiror did not make, and has not made, any representations or warranties relating to Acquiror or its Affiliates or their business or otherwise in connection with the transactions contemplated hereby and Sellers are not relying on any representation or warranty except for those expressly set forth in this Agreement, and (ii) no person has been authorized by Acquiror to make any representation or warranty relating to Acquiror or its Affiliates or their business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Sellers as having been authorized by Acquiror.

Article IV

REPRESENTATIONS AND WARRANTIES OF THE MANAGER CONCERNING THE SUBJECT ENTITIES

Except (a) as disclosed in any ELK SEC Report (excluding any disclosures included under the headings “Risk Factors” or “Disclosure Regarding Forward-Looking Statements” or any other disclosures in such ELK SEC Report to the extent they are predictive, forward-looking, non-specific and general in nature (other than factual information contained therein)) or (b) as set forth on the Disclosure Schedules (each section of which qualifies the correspondingly numbered representations, warranties or covenants if specified therein and such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent), the Manager hereby represents and warrants to Acquiror as follows:

Section 4.1 Organization.

(a) Each of the Subject Entities is a legal entity duly organized or formed, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of organization or formation and has all requisite legal and entity power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be so qualified or in good standing or have such power or authority would not reasonably be expected to have, individually or in the aggregate, a Subject Entities Material Adverse Effect. Each of the Subject Entities is duly licensed or qualified to do business, and is in good standing as a foreign entity, in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Subject Entities Material Adverse Effect.

(b) The Manager has made available to Acquiror prior to the date of this Agreement a true and complete copy of the Organizational Documents of each Subject Entity that is a Significant Subsidiary, in each case, as amended through the date hereof. All such Organizational Documents of the Subject Entities are in full force and effect, and the Subject Entities are not in violation of any of their provisions, except where the failure to be in full force and effect or such violation, as applicable, would not reasonably be expected to have, individually or in the aggregate, a Subject Entities Material Adverse Effect.

Section 4.2 No Conflict or Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which any Seller or the Manager is a party, and the consummation of the transactions contemplated hereby and thereby, do not: (a) violate or conflict with, or otherwise result in any breach of, any provision of the Organizational Documents of any of the Subject Entities; (b) violate any Law binding on any of the Subject Entities; (c) constitute a default (or an event that with notice or passage of time or both would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration (with or without the giving of notice or the passage of time or both) under, or require any consent under any of the terms, conditions or provisions of any Material Contract to which a Subject Entity is a party; or (d) result in the creation or imposition of any Encumbrance (other than any Permitted Encumbrance) upon any of the properties or assets of any of the Subject Entities, except, in the case of clauses (b), (c) and (d), any such matter that would not, individually or in the aggregate, reasonably be expected to have a Subject Entities Material Adverse Effect or materially impede the consummation or performance of the transactions or obligations under the Transaction Documents.

Section 4.3 Consents and Approvals. Except (a) the filing of a premerger notification report under the HSR Act, and the expiration or termination of any applicable waiting period with respect thereto, (b) for any filings required for compliance with any applicable requirements of the federal securities Laws, any applicable state or other securities Laws and any applicable requirements of a national securities exchange, or (c) such other consents, authorizations, approvals, filings or registrations the absence or unavailability of which would not individually or in the aggregate, reasonably be expected to have a Subject Entities Material Adverse Effect, neither the execution and delivery of this Agreement or any other applicable Transaction Documents by any Seller or the Manager, nor the performance of their respective obligations hereunder or thereunder, requires the consent, approval, waiver or authorization of, or declaration, filing, registration or qualification with, any Governmental Authority by any of the Subject Entities.

Section 4.4 Subject Entities Capitalization; Subsidiaries.

(a) As of August 26, 2024, the issued and outstanding equity interests of ELK consisted of (i) 458,598,729 ELK Units, (ii) 7,086,633 ELK Units issuable pursuant to ELK Equity Awards, of which 3,921,955 ELK Units are issuable in respect of ELK RIU Awards and 3,164,678 ELK Units are issuable in respect of ELK PU Awards, assuming, as applicable, the maximum level of achievement under ELK PU Awards, (iii) 24,223,706 ELK Units that are reserved for the grant of additional awards under the equity incentive plans of ELK and (iv) the Manager Interest that has no rights to ownership, profit or any rights to receive any distributions from operations or the liquidation of ELK. The Manager is the sole managing member of ELK and owns all of the Manager Interests free and clear of all Encumbrances. All outstanding equity securities of ELK are, and all ELK Units issuable pursuant to ELK Equity Awards, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid (to the extent required under the Organizational Documents of ELK) and non-assessable (except as such non-assessability may be affected by matters described in Sections 18-607 of the Delaware Limited Liability Company Act) and free of preemptive rights (except as set forth in ELK’s Organizational Documents).

(b) Schedule 4.4(b) sets forth, with respect to each outstanding ELK Equity Award, (i) the type of award, (ii) the grant date, (iii) the number of units or other equity or equity-based interests subject to such award, and (iv) the vesting schedule and whether such award (or any portion thereof) is vested or unvested. All such equity or equity-based awards were granted under the ELK LTIP.

(c) As of August 26, 2024, the issued and outstanding equity interests of the MLP consisted of (i) 144,358,720 Common Units, all of which are owned directly by ELK, (ii) 27,365,971 Series B Preferred Units, (iii) 361,500 Series C Preferred Units and (iv) the sole general partner interest of the MLP, which is owned by the General Partner, a wholly owned Subsidiary of ELK, and has no rights to ownership, profit or any rights to receive any distributions from operations or the liquidation of the MLP.

(d) Except as described in the Organizational Documents of the Subject Entities or set forth on Schedule 4.4(d), there are no (i) outstanding options, warrants, subscriptions, puts, calls or other rights, agreements, arrangements or commitments (preemptive, contingent or otherwise) obligating any of the Subject Entities to offer, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or encumber any equity or equity-based interest in any of the Subject Entities; (ii) outstanding securities or obligations of any kind of any of the Subject Entities which are convertible into or exercisable or exchangeable for, or measured by reference to, any equity or equity-based interest in any of the Subject Entities or any other Person, and none of the Subject Entities has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities; (iii) outstanding equity appreciation rights, profit participation rights, phantom equity or similar rights, agreements, arrangements or commitments based on the book value, income or any other attribute of any of the Subject Entities; (iv) outstanding bonds, debentures or other evidence of indebtedness or obligations of any of the Subject Entities having the right to vote (or that are exchangeable for or convertible or exercisable into securities having the right to vote) with the holders of equity or equity-based interests of such Subject Entity; and (v) unitholder agreements, proxies, voting trusts, rights to require registration under securities Laws or other arrangements or commitments to which any of the Subject Entities is a party or by which any of their respective securities are bound with respect to the voting, disposition or registration of any outstanding securities of any of the Subject Entities.

(e) Schedule 4.4(e) sets forth each Subsidiary of ELK as of the date of this Agreement. Except as set forth on Schedule 4.4(e), ELK does not directly or indirectly own any equity securities in any other Person. No Person, other than ELK or its Subsidiaries, owns any interest in any Subsidiary of ELK as of the date of this Agreement.

(f) All of the outstanding equity interests in each Subject Entity held, directly or indirectly, by ELK (i) have been duly authorized and validly issued and are fully paid (in the case of an interest in a limited partnership or a limited liability company, to the extent required under the Organizational Documents of such Person) and non-assessable except to the extent specified in the Delaware General Corporation Law, Delaware Limited Liability Company Act or the Delaware Revised Uniform Limited Partnership Act, as applicable (or any other applicable Law with respect to any other applicable jurisdiction of organization or formation of any Subject Entity), as applicable, or in the Organizational Documents of such applicable Subject Entity and (ii) are owned, directly or indirectly, by ELK, free and clear of all Encumbrances other than Permitted Encumbrances, restrictions on transfer arising under applicable securities Law or the applicable terms and conditions of the Organizational Documents of such Subject Entity.

(g) The Manager has all necessary limited liability company power and authority to act as the managing member of ELK. The Manager has never engaged in or conducted, directly or indirectly, any business or other activities other than acting as the sole managing member of ELK and providing certain ancillary services to Subsidiaries of ELK. The Manager has no material assets or liabilities other than the Manager Interests. Except as set forth on Schedule 4.4(g), the Manager is not party to any Contract other than Contracts incidental to its existence, in its capacity as the managing member of ELK, or in connection with its ownership of the Manager Interests.

Section 4.5 Enforceability of Operative Agreements. The ELK Operating Agreement has been duly authorized and executed by the Manager and is a valid and legally binding agreement of ELK and the Manager, enforceable against ELK and the Manager in accordance with its terms, except insofar as such enforceability may be limited by Enforceability Exceptions. The Second Amended and Restated Limited Liability Company Agreement of the Manager, dated as of July 18, 2018, has been duly authorized and executed by Seller I and is a valid and legally binding agreement of the Manager and Seller I, enforceable in accordance with its terms, except insofar as such enforceability may be limited by Enforceability Exceptions.

Section 4.6 ELK SEC Reports; Financial Statements.

(a) Since December 31, 2021, ELK has timely filed all ELK SEC Reports. All such ELK SEC Reports, at the time filed with the SEC (in the case of documents filed pursuant to the Exchange Act) or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be. No ELK SEC Reports at the time described above contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any ELK SEC Reports.

(b) All financial statements contained or incorporated by reference in such ELK SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition of ELK and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and changes in cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material).

(c) None of the Subject Entities is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among the Subject Entities, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, each of the Subject Entities in each Subject Entity’s published financial statements or any ELK SEC Reports.

Section 4.7 Internal Controls and Procedures. ELK has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. ELK’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by ELK in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of the Manager as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Manager’s management has completed an assessment of the effectiveness of ELK’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2023, and such assessment concluded that such controls were effective.

Section 4.8 Absence of Certain Changes or Events.

(a) Since December 31, 2023, there has not been or occurred any event or condition with respect to the Subject Entities that has had or would reasonably be expected to have a Subject Entities Material Adverse Effect.

(b) From December 31, 2023 through the date of this Agreement, (i) the business of each of the Subject Entities has been conducted in the ordinary course of business in all material respects consistent with past practice (except as contemplated by this Agreement) and (ii) there has not been any material physical damage, destruction or other casualty loss (whether or not covered by insurance) to any of the Subject Entities’ respective properties or assets that are material to the business of the Subject Entities, as applicable, taken as a whole. Without limiting the foregoing, from December 31, 2023 through the date of this Agreement, none of the Subject Entities has taken, or agreed or committed to take, any of the actions set forth in Section 6.3(b)(iii), (iv) and (xvi).

Section 4.9 Compliance with Law; Permits.

(a) (i) The operations of each Subject Entity are currently being, and in the last three years have been, conducted in compliance with all applicable Laws, including those relating to the use, ownership, and operation of their respective assets and properties; none of the Subject Entities nor any of their respective Affiliates has received written notice of any violation of any applicable Law related to any Subject Entity; and (ii) none of the Subject Entities nor any of their respective Affiliates is under investigation by any Governmental Authority for potential non-compliance with any Law, except, with respect to clauses (i) and (ii), as would not, individually or in the aggregate, reasonably be expected to have a Subject Entities Material Adverse Effect.

(b) Each of the Subject Entities is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, consents, certificates, approvals, registrations, exemptions, waivers, and orders (the “Permits”) necessary to own, lease and operate its assets and properties and to lawfully carry on its business as it is now being conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Subject Entities Material Adverse Effect. None of the Subject Entities is in conflict with, or in default or violation of, any of such Permits, and to the Manager’s Knowledge there is no existing circumstance that would reasonably be expected to cause the termination or revocation of any such Permit or that would prevent renewal or reissuance of such Permit when renewal or reissuance is required, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Subject Entities Material Adverse Effect.

(c) The representations and warranties contained in this Section 4.9 do not address Tax matters, employee and benefits plan matters or environmental matters, which are addressed only in Section 4.10 (and, to the extent related to Taxes, Section 4.8, Section 4.11 and Section 4.12), Section 4.12 and Section 4.14, respectively.

Section 4.10 Tax Matters.

(a) Except as would not have, individually or in the aggregate, a Subject Entities Material Adverse Effect:

(i) all Tax Returns that were required to be filed by the Subject Entities have been duly and timely filed (taking into account valid extensions), and all such Tax Returns are complete and accurate;

(ii) all Taxes owed by the Subject Entities, or for which the Subject Entities could be liable, that are or have become due have been timely paid in full or an adequate reserve for the payment of such Taxes has been established in accordance with GAAP;

(iii) all Tax withholding and deposit requirements imposed on the Subject Entities have been satisfied in full in all respects and all such withholding has been remitted to the proper taxing authority;

(iv) there are no Encumbrances (other than Permitted Encumbrances) on any of the assets of the Subject Entities that arose in connection with any failure (or alleged failure) to pay any Tax;

(v) there are no audits, examinations, investigations or other proceedings active, pending or threatened in writing in respect of Taxes or Tax matters of the Subject Entities;

(vi) there is no written claim against the Subject Entities for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing with respect to any Tax Return of the Subject Entities;

(vii) no claim has ever been made by a Governmental Authority in a jurisdiction where any of the Subject Entities does not file a Tax Return that any of the Subject Entities is or may be subject to taxation or required to file Tax Returns in that jurisdiction;

(viii) there is not in force any extension of time (other than customary extensions obtained in the ordinary course of business) with respect to the due date for the filing of any Tax Return of the Subject Entities or any waiver or agreement for any extension of time for the assessment or payment of any Tax of the Subject Entities;

(ix) none of the Subject Entities will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any installment sale or other transaction on or prior to the Closing Date, any accounting method change or closing agreement with any Governmental Authority filed or made on or prior to the Closing Date, any prepaid amount received or deferred revenue accrued on or prior to the Closing Date or as a result of an intercompany transaction, installment sale or open transaction entered into on or prior to the Closing Date;

(x) none of the Subject Entities is a party to a Tax allocation, sharing, indemnification or similar agreement (other than any such agreement (1) arising in ordinary course commercial arrangements not primarily related to Taxes or (2) solely between the Subject Entities), and no payments are due or will become due by the Subject Entities pursuant to any such agreement or arrangement;

(xi) none of the Subject Entities has been a member of an affiliated, combined, consolidated, unitary or similar group with respect to Taxes (including any affiliated group within the meaning of Section 1504 of the Code and any similar group under state, local or non-U.S. Law), other than a consolidated group of which a Subject Entity is the common parent, or has any liability for the Taxes of any person (other than the Subject Entities), as a transferee or successor, by contract (other than Taxes arising in ordinary course commercial arrangements not primarily related to Taxes), or otherwise;

(xii) none of the Subject Entities has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4; and

(xiii) none of the Subject Entities was a “distributing corporation” or a “controlled corporation” in a transaction intended to qualify under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code or any similar provision of state, local or non-U.S. Law) within the past two years or as part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.

(b) ELK is properly classified as a corporation for U.S. federal income tax purposes and has been properly treated as such since its formation.

(c) MLP is properly classified as a partnership for U.S. federal income tax purposes and has been properly treated as such (or as a disregarded entity) since its formation.

(d) Each of the other Subject Entities (other than EnLink Midstream Finance Corporation) is properly classified as a partnership or disregarded entity for U.S. federal income tax purposes and has been properly treated as such since its formation.

(e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, this Section 4.10 and, to the extent related to Taxes, Section 4.8, Section 4.11 and Section 4.12 contain the sole and exclusive representations and warranties with respect to Tax matters.

Section 4.11 Absence of Undisclosed Liabilities. Except (a) as reflected or reserved against in ELK’s consolidated balance sheet as of June 30, 2024 (the “Balance Sheet Date”) (including the notes thereto) included in the ELK SEC Reports, (b) for liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, (c) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business, and (d) for liabilities and obligations that have been discharged or paid in full, none of the Subject Entities has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of ELK and its consolidated Subsidiaries (including the notes thereto), other than those that would not reasonably be expected to have, individually or in the aggregate, a Subject Entities Material Adverse Effect.

Section 4.12 Employees and Benefit Plans.

(a) Schedule 4.12(a) lists all material ELK Benefit Plans. With respect to each material ELK Benefit Plan, the Manager has made available to Acquiror complete and accurate copies of (i) such ELK Benefit Plan, including any amendment thereto, (ii) a written description of any such ELK Benefit Plan if such plan is not set forth in a written document, (iii) each trust, insurance, annuity or other funding Contract related thereto (if any), (iv) the most recent audited financial statements and actuarial or other valuation reports prepared with respect thereto (if any), (v) the most recent Internal Revenue Service determination letter (if any), (vi) the two most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service with respect thereto (if any) and (vii) all material correspondence to or from any Governmental Authority received in the last three years with respect to any such ELK Benefit Plan.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Subject Entity Material Adverse Effect, (i) each ELK Benefit Plan (and any related trust or other funding vehicle) has been maintained, funded, operated and administered in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto, (ii) all contributions, distributions and premium payments required to be made under the terms of any ELK Benefit Plan or applicable Law have been timely made or, if not yet due, have been properly reflected in ELK’s financial statements in accordance with GAAP and (iii) each of the Subject Entities is in compliance with ERISA, the Code and all other Laws applicable to ELK Benefit Plans. Any ELK Benefit Plan intended to be qualified under Section 401(a) of the Code has received (or has applied for or has time remaining to apply for) a favorable determination letter or equivalent opinion letter from the Internal Revenue Service or is the subject of a favorable opinion or advisory letter from the Internal Revenue Service on which ELK can rely and nothing has occurred since the date of such determination or opinion letter that would reasonably be expected to adversely affect such qualification.

(c) No ELK Benefit Plan provides, and no Subject Entity sponsors, maintains, contributes to or is required to contribute to or has any Liability with respect to any plan or arrangement which provides retiree health, medical, life or other welfare benefits, except pursuant to the continuation coverage requirements of Section 601 et seq. of ERISA or Section 4980B of the Code.

(d) No Subject Entity sponsors, maintains, contributes to or is required to contribute to, or has any Liability (including on behalf of or in respect of an ERISA Affiliate) with respect to, any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code or a “multiemployer plan” (as defined in Section 3(37) of ERISA).

(e) Except as would not, individually or in the aggregate, reasonably be expected to have a Subject Entity Material Adverse Effect, (i) the Subject Entities have not incurred (whether or not assessed) any penalty or Tax under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code; and (ii) there have been no non-exempt “prohibited transactions” (as defined in Section 4975 of the Code or Section 406 of ERISA) or any breaches of fiduciary duty (as determined under ERISA) with respect to any ELK Benefit Plan.

(f) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement could, either alone or in combination with another event, (i) entitle any current or former employee, consultant, officer or other service provider of the Subject Entities to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation, due any such employee, consultant, officer or other service provider, (iii) trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits, (iv) trigger any other material obligation, benefit (including loan forgiveness), requirement or restriction pursuant to any ELK Benefit Plan or (v) restrict or limit the right of any Subject Entity to administer, amend or terminate any ELK Benefit Plan.

(g) No amount or benefit that would be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any current or former employee, unitholder, director or other individual service provider of the Subject Entities who is a “disqualified individual” within the meaning of Section 280G of the Code could be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the transactions contemplated by this Agreement.

(h) Except as would not, individually or in the aggregate, reasonably be expected to have a Subject Entity Material Adverse Effect, each ELK Benefit Plan and any award thereunder that constitutes a “non-qualified deferred compensation plan” under Section 409A of the Code has been operated and documented in all respects in compliance with Section 409A of the Code. No director, officer, employee or other individual service provider of the Subject Entities is entitled to a gross-up, make-whole, reimbursement or indemnification payment with respect to Taxes imposed under Section 409A or Section 4999 of the Code.

(i) Except as would not, individually or in the aggregate, reasonably be expected to have a Subject Entity Material Adverse Effect, each ELK Benefit Plan that provides benefits or compensation to any employees or other service providers who reside or provide services primarily outside of the United States has been registered, listed, administered, funded and maintained in good standing, as applicable, in accordance with its terms and all applicable Laws.

(j) Except as would not, individually or in the aggregate, reasonably be expected to have a Subject Entity Material Adverse Effect, there are no pending or threatened Proceedings, actions, suits, claims, audits or investigations by or on behalf of any ELK Benefit Plan, by any employee or beneficiary covered under any ELK Benefit Plan or otherwise involving any ELK Benefit Plan (other than routine claims for benefits).

(k) Except as set forth on Schedule 4.12(k), (i) no Subject Entity is a party to or bound by any collective bargaining agreement or other Contract with a union, works council, labor organization, or other employee representative (each, a “Labor Agreement”) and there are no Labor Agreements or similar agreements with any labor union, works council, labor organization or employee association, applicable to employees of the Subject Entities, and (ii) to the Manager’s Knowledge, there is, and in the past three years there has been, no union organizing effort pending or threatened against the Subject Entities. There are, and in the past three years there have been, no existing or, to the Manager’s Knowledge, threatened strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting the Subject Entities. There is, and in the past three years there has been, no material unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the Manager’s Knowledge, threatened with respect to any current or former employees of the Subject Entities (other than, in each case, routine individual grievances).

(l) Except as would not, individually or in the aggregate, reasonably be expected to have a Subject Entity Material Adverse Effect, the Subject Entities are, and for the past three years have been, in compliance with all applicable Laws with respect to labor, employment, and employment practices, including all Laws respecting terms and conditions of employment, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), unfair labor practices, health and safety, immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment discrimination, harassment, retaliation, restrictive covenants, pay transparency, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (“WARN Act”)), workers’ compensation, labor relations, employee leave issues, employee trainings and notices, affirmative action and unemployment insurance. No Subject Entity has any material liabilities under the WARN Act as a result of any action taken by ELK in the past three years.

(m) Except as would not, individually or in the aggregate, reasonably be expected to have a Subject Entity Material Adverse Effect, (i) the Subject Entities have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees and other compensation that have come due and payable to their current or former employees and independent contractors under applicable Laws, Contract or company policy; and (ii) each individual who is providing or within the past three years has provided services to the Subject Entities and is or was classified and treated as an independent contractor, consultant, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes.

(n) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability for any Subject Entity, the Subject Entities have investigated all sexual harassment, or other harassment, discrimination, retaliation or policy violation allegations against any officers, directors or employees of the Subject Entities that have been formally reported to the Subject Entities or of which the Subject Entities are otherwise aware and, with respect to each such allegation (except those the Subject Entities reasonably deemed to not have merit), the Subject Entities have taken corrective action to seek to prevent further improper action. To the Manager’s Knowledge, there are no such allegations of harassment or discrimination, that, if known to the public, would bring the Subject Entities into material disrepute.

(o) Notwithstanding anything to the contrary contained elsewhere in this Agreement, this Section 4.12 contains the sole and exclusive representations and warranties with respect to employee and benefit plans matters.

Section 4.13 Insurance. The Subject Entities maintain, or are entitled to the benefits of, insurance in such amounts and against such risks substantially as ELK believes to be customary for the industries in which the Subject Entities operate. Except as would not reasonably be expected to have, individually or in the aggregate, a Subject Entity Material Adverse Effect, none of the Subject Entities has received notice of any pending or, to the Manager’s Knowledge, threatened cancellation with respect to any such insurance policy, in each case, other than in the ordinary course of business.

Section 4.14 Environmental Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Subject Entities Material Adverse Effect:

(a) Each of the Subject Entities is and for the last three years has been in compliance with any and all applicable Environmental Laws.

(b) Each of the Subject Entities has received all Permits required of it under applicable Environmental Laws to conduct its respective businesses. None of the Subject Entities is in, or in the last three years has been in, conflict with, or in default or violation of, any terms and conditions of any such Permit.

(c) There are no Proceedings or Orders pending or, to the Manager’s Knowledge, threatened against or involving either Seller or the Subject Entities pursuant to any Environmental Law.

(d) None of the Subject Entities has Released, treated, stored, transported, or arranged for or permitted the transportation or disposal of, or exposed any Person to, any Hazardous Materials, or owned or operated any property or facility that is or has been contaminated by any Hazardous Materials, in each case as has given rise or would reasonably be expected to give rise to any liability of any Subject Entity pursuant to any Environmental Law.

(e) None of the Subject Entities has expressly assumed, undertaken, or provided an indemnity with respect to any liability of any other Person arising under Environmental Laws.

(f) Each of the Subject Entities have made available copies of all material, non-privileged environmental reports, audits and assessments in its possession or under its reasonable control relating to currently owned, operated or leased facilities or properties, or the operations of the Subject Entities.

(g) Notwithstanding anything to the contrary contained elsewhere in this Agreement, this Section 4.14 contains the sole and exclusive representations and warranties with respect to environmental matters.

Section 4.15 Material Contracts.

(a) As of the date of this Agreement, the Material Contracts made available to Acquiror include all Material Contracts to which a Subject Entity is a party or otherwise bound.

(b) Each of the Material Contracts to which a Subject Entity is a party (i) constitutes the legal, valid and binding obligation of each such Subject Entity party thereto, and, to the Manager’s Knowledge, constitutes the legal, valid and binding obligation of the other parties thereto, (ii) is in full force and effect, except insofar as such enforceability may be limited by Enforceability Exceptions and (iii) will be in full force and effect (except insofar as such enforceability may be limited by Enforceability Exceptions) upon the consummation of the transactions contemplated by this Agreement unless such Material Contract has terminated in accordance with its terms in effect on the date of this Agreement. A true and complete copy of each Material Contract and all amendments thereto have been made available to Acquiror.

(c) No Subject Entity or, to the Manager’s Knowledge, any other party to any Material Contract is in default or breach in any material respect under the terms of such Material Contract and, to the Manager’s Knowledge, no event has occurred that with the giving of notice or the passage of time or both would constitute a breach or default in any material respect by a Subject Entity or any other party to such Material Contract.

Section 4.16 Litigation.

(a) Since December 31, 2021, there have been no Proceedings or Orders pending or, to the Manager’s Knowledge, threatened against or involving the Subject Entities, that, individually or in the aggregate, have had or would reasonably be expected to have a Subject Entities Material Adverse Effect. There is no Order of any Governmental Authority outstanding against any Subject Entity or any of their respective assets and properties that would, individually or in the aggregate, reasonably be expected to have a Subject Entities Material Adverse Effect. To the Manager’s Knowledge, there are (i) no outstanding Orders that adversely affect the ability of any of the Subject Entities to own, use or operate the assets or conduct the businesses of such Subject Entity as they are currently owned, used, operated and conducted by such Subject Entity and (ii) no unsatisfied judgments, penalties or awards against or affecting any of the Subject Entities or any of their respective properties or assets, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Subject Entities Material Adverse Effect.

(b) The representations and warranties contained in this Section 4.16 do not address Tax matters, employee and benefit plans matters or environmental matters, which are addressed only in Section 4.10 (and, to the extent related to Taxes, Section 4.8, Section 4.11 and Section 4.12), Section 4.12 and Section 4.14, respectively.

Section 4.17 Title to Property and Assets. Except (a) as would not, individually or in the aggregate, reasonably be expected to have a Subject Entities Material Adverse Effect or (b) for Permitted Encumbrances, (i) each of the Subject Entities has good (and with respect to real property, indefeasible) title, or valid and binding leasehold or other interests in, as applicable, real and personal property described in the ELK SEC Reports, free and clear of all Encumbrances, and (ii) there is no actual or claimed default by any Subject Entity or, to the Manager’s Knowledge, the counterparties thereto, or any event which, with notice or lapse of time or both, would become a default or allow for termination, under any lease, easement, right-of-way or similar real property agreement used or held by the Subject Entities. At and immediately following the Closing, the assets owned or held for use by the Subject Entities will constitute all of the material assets and properties (including all personal property, fixtures, real property, leased property and rights-of-way) used to enable the Subject Entities to conduct their business in substantially the same manner as conducted by the Subject Entities as of the date of this Agreement (but taking into account any dispositions permitted after the date hereof by Section 6.3(b)).

Section 4.18 Intellectual Property. Each of the Subject Entities, with respect to the assets owned by or licensed to the Subject Entities, owns or possesses adequate rights to use all Intellectual Property necessary for the conduct of its respective business in the manner described in the ELK SEC Reports, and, to the Manager’s Knowledge, has no reason to believe that the conduct of its business will conflict with, and has not received any notice of any claim of conflict with, any such rights of others, except as such conflict or lack of ownership or possession of rights would not, individually or in the aggregate, reasonably be expected to have a Subject Entities Material Adverse Effect. To the Manager’s Knowledge, (a) none of the Subject Entities nor the conduct of their respective businesses has infringed, misappropriated or violated any Intellectual Property of any Person and (b) no Person is infringing, misappropriating, or otherwise violating any Intellectual Property owned by a Subject Entity and material to its respective businesses, except, in each case, for such matters as would not, individually or in the aggregate, reasonably be expected to have a Subject Entities Material Adverse Effect.

Section 4.19 Listing The ELK Units are listed on the New York Stock Exchange.

Section 4.20 Preferred Units. The execution, delivery and performance of this Agreement and the other Transaction Documents to which any Seller is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not (a) constitute a Series B Change of Control, as defined in the MLP Partnership Agreement, (b) create or accelerate any payments to holders of any Partnership Securities (as defined in the MLP Partnership Agreement), or (c) require the consent of any Unitholder (as defined in the MLP Partnership Agreement).

Section 4.21 Regulatory Status.

(a) Except as set forth on Schedule 4.21(a), none of the Subject Entities is (i) a natural gas company under the Natural Gas Act, 15 U.S.C. §§ 717-717W, and the regulations promulgated by the Federal Energy Regulatory Commission (“FERC”) thereunder (“NGA”), (ii) a common carrier pipeline under the Interstate Commerce Act, 49 U.S.C. § 1, et seq. (1988) (“ICA”), (iii) a utility, gas service company, gas company, or any similar entity however described under the laws of any state or local jurisdiction and the regulations promulgated thereunder, or (iv) a holding company or a gas utility company as defined in the Public Utility Holding Company Act of 2005, 42 U.S.C. §§ 16451-16453, and the regulations promulgated by the FERC thereunder (“PUHCA”).

(b) Except as would not have, individually or in the aggregate, a Subject Entities Material Adverse Effect, all filings required to be made by any Subject Entity during the three years preceding the date hereof, with (i) FERC under the NGA, ICA, PUHCA or any implementing regulations, (ii) the Department of Transportation, (iii) the Department of Energy, (iv) the Federal Communications Commission, or (v) any applicable state commission or department, as the case may be, have been made, including all forms, statements, reports, notices, agreements and all documents, exhibits, amendments and supplements appertaining thereto, including all rates, tariffs and related documents, and all such filings complied, as of their respective dates, and, as amended or supplemented, with all applicable requirements of applicable statutes and the rules and regulations promulgated thereunder.

Section 4.22 Escheat and Unclaimed Property Obligations. Except as would not have, individually or in the aggregate, a Subject Entities Material Adverse Effect, each of the Subject Entities has complied with all escheat and unclaimed property Laws.

Section 4.23 No Additional Representations. Except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Acquiror to the Manager in accordance with the terms hereof, in entering into this Agreement, the Manager acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Acquiror, or any of its Affiliates or Representatives that are not expressly set forth in Article V or in any certificate delivered by Acquiror to the Manager, whether or not such representations, warranties or statements were made in writing or orally. The Manager acknowledges and agrees that, except for the representations and warranties expressly set forth in Article V or in any certificate delivered by Acquiror to the Manager, (i) Acquiror did not make, and has not made, any representations or warranties relating to Acquiror or its Affiliates or their business or otherwise in connection with the transactions contemplated hereby and the Manager is not relying on any representation or warranty except for those expressly set forth in this Agreement, and (ii) no person has been authorized by Acquiror to make any representation or warranty relating to Acquiror or its Affiliates or their business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Manager as having been authorized by Acquiror.

Article V

REPRESENTATIONS AND WARRANTIES OF ACQUIROR

Acquiror represents and warrants to Sellers as follows:

Section 5.1 Organization.

(a) Acquiror (i) is duly formed, validly existing and in good standing under the Laws of the State of Oklahoma and (ii) has all requisite legal and entity power and authority to own, lease and operate its assets and properties and to conduct its business as currently owned and conducted.

(b) Acquiror is duly qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its assets and properties requires it to so qualify, except for where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Section 5.2 Validity of Agreement; Authorization. Acquiror has full power and authority to enter into this Agreement and the other Transaction Documents to which Acquiror is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which Acquiror is a party and the performance by Acquiror of its respective obligations hereunder and thereunder have been duly authorized by Acquiror’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of Acquiror are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which Acquiror is a party have been duly executed and delivered by Acquiror (except for any Transaction Documents required to be executed and delivered at Closing, in which case such Transaction Documents will be duly executed and delivered by Acquiror at Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute Acquiror’s valid and binding obligation, enforceable against Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by Enforceability Exceptions.

Section 5.3 No Conflict or Violation. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Acquiror is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not: (a) violate or conflict with any provision of its Organizational Documents, (b) violate any applicable Law binding on Acquiror; (c) violate, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium to arise or accrue under any material Contract to which Acquiror is a party or by which Acquiror is bound or to which any of its properties or assets are subject; or (d) result in the creation or imposition of any Encumbrance (other than any Permitted Encumbrance and other than Encumbrances that will be released at Closing) upon any of Acquiror’s properties or assets, except, in the case of clauses (b), (c) and (d), as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Section 5.4 Consents and Approvals. Except for (a) the filing of a premerger notification report by Acquiror under the HSR Act, and the expiration or termination of any applicable waiting period with respect thereto, (b) any filings required for compliance with any applicable requirements of the federal securities Laws, any applicable state or other securities Laws and any applicable requirements of a national securities exchange, or (c) such other consents, authorizations, approvals, filings or registrations the absence or unavailability of which would not, individually or in the aggregate, materially delay consummation of the transactions contemplated by the Transaction Documents, neither the execution and delivery of this Agreement or any other applicable Transaction Documents by Acquiror, nor the performance of its obligations hereunder or thereunder, requires the consent, approval, waiver or authorization of, or declaration, filing, registration or qualification with, any Governmental Authority by Acquiror.

Section 5.5 Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the other Transaction Documents or any of the transactions contemplated hereby or thereby based upon arrangements made by or on behalf of such Acquiror or any of its Affiliates for which Sellers or any of their respective Affiliates would be responsible.

Section 5.6 Financing.

(a) Assuming (i) the Debt Financing contemplated by the Commitment Letter (defined below) is funded in accordance therewith and (ii) the conditions set forth in Section 7.1 and Section 7.2 are satisfied at Closing, Acquiror will have on the Closing Date sufficient cash on hand, undrawn capital commitments or Other Sources (including the Debt Financing) to enable Acquiror to timely pay any and all fees, costs and expenses required to be paid by Acquiror in connection with the transactions contemplated by this Agreement, including payment of the Purchase Price, and any amounts necessary to repay any Subject Entity indebtedness to be repaid at the Closing.

(b) As of the date hereof, Acquiror has provided to the Company a true, correct and complete copy of that certain commitment letter, dated as of the date hereof, by and between Acquiror, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and each other lender that becomes a party thereto (together with the term sheet and all exhibits, schedules and annexes thereto), as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof (the “Commitment Letter”), and all fee letters associated therewith (provided that provisions in the fee letters related solely to fees, economic terms (other than covenants) and “market flex” provisions agreed to by the parties may be redacted (none of which redacted provisions could reasonably be expected to adversely affect the availability of, or impose additional conditions or contingencies on, the availability of Debt Financing at the Closing), to provide, subject to the terms and conditions therein, debt financing in the aggregate amount set forth therein for the purpose of funding the transactions contemplated by this Agreement). As of the date hereof, the Commitment Letter has not been amended or modified, no such amendment or modification by Acquiror is contemplated or pending, and the respective commitments contained in the Commitment Letter have not been withdrawn, terminated or rescinded in any respect, and to the knowledge of Acquiror, no such withdrawal, termination or rescission is contemplated. Assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, no event has occurred that, with or without notice or lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Acquiror or, to the knowledge of Acquiror, any other Person, in each case under the Commitment Letter. The Commitment Letter is not subject to any conditions or other contingencies other than as set forth expressly therein and is in full force and effect and is the legal, valid, binding and enforceable obligation of Acquiror and to the knowledge of Acquiror, each of the other parties thereto, as the case may be, subject to the Enforceability Exceptions. All commitment and other fees required to be paid under the Commitment Letter prior to the date hereof have been paid in full, and assuming the satisfaction of the conditions set forth in Section 7.1 and Section 7.2, Acquiror is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to make any of the assumptions or any of the statements set forth in the Commitment Letter inaccurate or that would reasonably be expected to cause the Commitment Letter to be ineffective. Assuming the conditions set forth in Section 7.1 and Section 7.2 are satisfied at Closing, Acquiror has no reason to believe that any of the conditions or other contingencies to the Debt Financing will not be satisfied or that the full amount of the Debt Financing will not be available to Acquiror on the Closing Date. Acquiror is not aware of the existence of any fact or event as of the date hereof that would be expected to cause such conditions or other contingencies to the Debt Financing not to be satisfied or the full amount of the Debt Financing not be available to Acquiror in full on the Closing Date. Neither Acquiror nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to the Debt Financing contemplated by the Commitment Letter, other than as set forth in the Commitment Letter and the fee letters associated therewith provided to Sellers pursuant to this Section 5.6.

(c) Acquiror acknowledges and agrees that in no event is the receipt or availability of any funds or financing (including the Debt Financing) by Acquiror a condition to the Closing.

Section 5.7 Investment Intent; Investment Experience; Restricted Securities. In acquiring the Subject Interests, Acquiror is not offering or selling, and shall not offer or sell the Subject Interests, in connection with any distribution of any of such Subject Interests, and Acquiror has no participation and shall not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities Laws. Acquiror acknowledges that it can bear the economic risk of its investment in the Subject Interests, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Subject Interests. Acquiror is an “accredited investor” as such term is defined in Regulation D under the Securities Act. Acquiror understands that the Subject Interests will not have been registered pursuant to the Securities Act or any applicable state securities Laws, that the Subject Interests shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations the Subject Interests cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

Section 5.8 Litigation There are no Proceedings pending or, to the knowledge of Acquiror, threatened against or involving Acquiror, that, individually or in the aggregate, have had or would reasonably be expected to have an Acquiror Material Adverse Effect (other than any Proceedings that may arise under Antitrust Laws after the date hereof with respect to the transactions contemplated by the Transaction Documents). There is no Order of any Governmental Authority outstanding against Acquiror or any of its assets and properties that would, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Section 5.9 No Additional Representations.

(a) Acquiror has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Subject Entities and acknowledge that Acquiror has been provided access for such purposes. Except for the representations and warranties expressly set forth in Article III or Article IV or in any certificate delivered by Sellers to any Acquiror in accordance with the terms hereof, in entering into this Agreement, Acquiror has relied solely upon its independent investigation and analysis of the Subject Entities, and Acquiror acknowledges and agrees that it has not been induced by and have not relied upon any representations, warranties or statements, whether express or implied, made by Sellers or the Manager, or any of their respective Affiliates or Representatives that are not expressly set forth in Article III or Article IV or in any certificate delivered by Sellers to Acquiror, whether or not such representations, warranties or statements were made in writing or orally. Acquiror acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III or Article IV or in any certificate delivered by Sellers to Acquiror, (i) Sellers and the Manager did not make, and have not made, any representations or warranties relating to Sellers or the Subject Entities or their respective businesses or otherwise in connection with the transactions contemplated hereby and Acquiror is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Sellers or the Manager to make any representation or warranty relating to Sellers or the Subject Entities or their respective businesses or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Acquiror as having been authorized by Sellers or the Manager, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Acquiror or any of its Representatives are not and shall not be deemed to be or include representations or warranties of Sellers or the Manager. Except as otherwise expressly set forth in this Agreement, Acquiror understands and agrees that any inventory, equipment, assets, properties and business of the Subject Entities are furnished “as is,” “where is” and subject to the representations and warranties contained in Article III and Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

Article VI

COVENANTS

Section 6.1 Access. From the date hereof until the Closing Date, Sellers shall cause the Subject Entities to provide Acquiror, its Affiliates and their respective Representatives with reasonable access during normal business hours and upon reasonable advanced notice to Sellers in writing, the offices, properties, books and records of the Subject Entities; provided that such access does not unreasonably interfere with the normal operations of any of the Subject Entities. The information provided pursuant to this Section 6.1 shall constitute “Confidential Information” (as defined in the Confidentiality Agreement) under the Confidentiality Agreement. Nothing set forth in this Agreement shall require Sellers to (i) allow Acquiror and its Affiliates or representatives to conduct any invasive investigations, sampling or testing of soil, groundwater or other environmental media, including any Phase II Environmental Site Assessments, (ii) provide Acquiror and its Affiliates or representatives with any information regarding Sellers’ businesses, assets, financial performance or condition or operations not involving the Subject Entities, or (iii) provide access to or disclose information where such access or disclosure would jeopardize any attorney-client privilege otherwise applicable with respect to such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the date hereof by the Subject Entity providing such information. Acquiror shall, at its sole cost and expense and without any cost and expense to Sellers or the Subject Entities, restore the properties and assets of the Subject Entities to at least the same condition they were in prior to the commencement of any access provided to Acquiror and its Affiliates and Representatives, including repair of any damage done or resulting from such access.

Section 6.2 Consummation of the Transaction.

(a) Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required (or necessary to obtain the Specified Regulatory Approvals) of such Party or any of its Affiliates under any Laws with respect to this Agreement and the other Transaction Documents as promptly as practicable (and with respect to notification and report forms pursuant to the HSR Act, within the timeline set out in Section 6.2(b)); (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use reasonable best efforts to secure the clearance or approval of any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as practicable; (iv) promptly inform the other Parties of (and, at any other Party’s request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) make an appropriate response, as promptly as practicable, to any requests received by such Party or any of its Affiliates under any Law for additional information, documents, submissions or other materials; (vi) use reasonable best efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use reasonable best efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law.

(b) The Parties shall file, or cause to be filed, all notification and report forms under the HSR Act necessary to obtain the Specified Regulatory Approvals no later than ten Business Days following the date of this Agreement; provided, however, that, if there are any material changes in effect in the applicable regulations under the HSR Act between the date hereof and the date of filing pursuant to the HSR Act, Sellers and Acquiror shall use reasonable best efforts to file, or cause to be filed, any and all notification and report forms under the HSR Act necessary to obtain the Specified Regulatory Approvals as promptly as commercially practicable. Each Party shall cooperate with the other Parties and shall furnish such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filings under the HSR Act. Each Party shall, and shall cause its Affiliates to, use its reasonable best efforts to ensure the prompt expiration or termination of any applicable waiting period under the HSR Act and bring about the Closing as promptly as reasonably practicable (and in any event before the Outside Date). Acquiror shall be responsible for the payment of all filing fees pursuant to the HSR Act in connection with the transactions contemplated by the Transaction Documents.

(c) Each Party shall: (i) promptly inform the other Parties of, and if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any communication from a Governmental Authority to such Party or its Affiliates and permit the others to review and discuss in advance (and to consider in good faith any comments made by the other Parties in relation to) any proposed written communication to an Antitrust Authority or other Governmental Authority, (ii) keep the other Parties informed of any developments, meetings or discussions with any Governmental Authority in respect of any filings, investigation, or inquiry concerning the transactions contemplated by the Transaction Documents and (iii) not independently participate in any substantive in-person, telephone or video meeting or substantive discussions with a Governmental Authority in respect of any filings, investigation or inquiry concerning the transactions contemplated by the Transaction Documents without giving the other Parties prior notice of such meeting or discussions and, unless prohibited by such Governmental Authority, the opportunity to attend or participate thereat. However, (A) each of Acquiror and Sellers may designate any non-public information provided to a Governmental Authority as restricted to “Outside Antitrust Counsel Only” and any such information shall not be shared with employees, officers, managers or directors or their equivalents of the other Parties hereto without approval of the Party providing the non-public information, and (B) materials may be redacted (x) to remove references concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

(d) In furtherance and not in limitation of the foregoing, Acquiror shall, and shall cause its Affiliates to, use its reasonable best efforts to resolve such objections, if any, that a Governmental Authority may assert under Antitrust Laws with respect to the transactions contemplated by the Transaction Documents so as to enable Closing to occur as promptly as practicable, and in any event prior to the Outside Date. Notwithstanding anything to the contrary contained in this Agreement, and without limiting the generality of the foregoing, Acquiror shall, and shall cause its Affiliates to, take any and all steps reasonably necessary to eliminate each and every impediment under any Antitrust Law that is asserted by any Governmental Authority or any other Person so as to enable Closing to occur as promptly as practicable, and in any event prior to the Outside Date, including, but not limited to, offering, proposing, negotiating, agreeing to, committing to and effecting, by consent decree, hold separate order or otherwise, (i) the sale, divestiture, license, transfer or other disposition of any businesses, assets or interests of ELK, (ii) the creation, termination, amendment, modification or divestment of any contracts, agreements, commercial arrangements, relationships, ventures, rights or obligations of ELK, (iii) any restrictions, impairments, agreements or actions that would limit Acquiror’s or any of its Affiliates’ freedom of action with respect to, or their ability to own, manage, operate, conduct and retain, any businesses, assets or interests of ELK; and (iv) any other remedy, commitment or condition of any kind with respect to ELK (any of the actions described in the foregoing clauses (i) through (iv), a “Remedy Action”); provided, however, that (x) any Remedy Action shall be conditioned on the Closing, (y) in no event shall any Remedy Action involve any businesses, assets or interests of Sellers or their Affiliates other than ELK and its Subsidiaries, and (z) notwithstanding anything to the contrary contained in this Agreement, nothing in this Section 6.2 shall require Acquiror or any of its Affiliates to offer, propose, negotiate, commit to, agree to, effect or take any Remedy Action that would, or would reasonably be expected to, either individually or in the aggregate, be material to the financial condition, business, assets, or results of operations of Acquiror and its subsidiaries, taken as a whole, or ELK and its Subsidiaries, taken as a whole; provided, however, that for this purpose, Acquiror and its Subsidiaries, taken as a whole, shall be deemed a consolidated group of entities of the size and scale of a hypothetical company that is 100% of the size of ELK and its Subsidiaries, taken as a whole, as of the date of this Agreement. Sellers shall not propose, take, or agree to take any Remedy Action without the prior written consent of Acquiror, and shall agree to take any Remedy Action if directed to do so by Acquiror, so long as the effectiveness of such Remedy Action is conditioned upon the Closing. Each Party shall, and shall cause its Affiliates to, vigorously contest, resist, defend, litigate on the merits and appeal, including through the issuance of a final, non-appealable Order or other Law, any Proceeding challenging or seeking to delay, restrain or prohibit the consummation of any of the transactions contemplated by the Transaction Documents. Acquiror shall, upon reasonable consultation with Sellers and in consideration of Sellers’ views in good faith, and, subject to the third sentence of Section 6.2(b), determine the strategy to be pursued in seeking to remove impediments to the Closing related to Antitrust Laws and direct any related Proceedings with any Antitrust Authority, subject to reasonable consultation in good faith with Sellers.

(e) Acquiror shall not, and shall not permit its Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any business or assets (except as listed on Schedule 6.2(e)), if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of any waivers, clearances, expirations or terminations of waiting periods, consents or approvals from Governmental Authorities necessary, proper or advisable to consummate any of the transactions contemplated by the Transaction Documents or (ii) materially delay or otherwise prevent the consummation of any of the transactions contemplated by the Transaction Documents.

(f) The Parties agree to comply with the obligations set forth on Schedule 6.2(f).

Section 6.3 Conduct of the Subject Entities Pending the Closing.

(a) From and after the date hereof until the earlier of the Closing or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, Seller I shall cause the Manager, and shall cause the Manager to cause the other Subject Entities, to use their respective commercially reasonable efforts to operate in the ordinary course of business consistent with past practices; provided, however, that no action by the Manager or the Subject Entities with respect to matters specifically addressed by any provision of Section 6.3(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision; provided, further, that neither the Manager nor the Subject Entities will be prohibited from taking any action (i) expressly contemplated or required by this Agreement or any of the other Transaction Documents, (ii) as may be consented to in writing by Acquiror (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) required under applicable Law, pursuant to applicable requirements of a national securities exchange or by any Governmental Authority, in each case prior to the Closing Date, (iv) in response to an Emergency or (v) as set forth in Schedule 6.3(a).

(b) In addition to the restrictions set forth in Section 6.3(a), from and after the date hereof until the earlier of the Closing or the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (except for any action (i) expressly contemplated or required by this Agreement or any of the other Transaction Documents, (ii) as may be consented to in writing by Acquiror (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) required under applicable Law, pursuant to applicable requirements of a national securities exchange or by any Governmental Authority, in each case prior to the Closing Date, or (iv) as set forth in Schedule 6.3(b)), Seller I shall not, and shall cause the Manager not to, and shall cause the Manager to cause the other Subject Entities not to, in each case:

(i) (A) make any change or amendment to any of the Organizational Documents of the Manager or ELK or (B) make any change or amendment to the Organizational Documents of any Subject Entity not described in clause (A) that (I) is material and would be adverse to Acquiror or (II) adversely impacts the consummation or effectiveness of the sale and purchase of the Subject Interests pursuant to this Agreement;

(ii) make any capital expenditure, except for (A) expenditures that are contemplated by the 2024 Budgets, (B) expenditures that represent a deviation equal to or less than 15% from the expenditures set forth in the 2024 Budgets for the period beginning June 30, 2024 and ending December 31, 2024 or (C) expenditures made to respond to an Emergency; provided that Sellers shall provide prompt notice to Acquiror upon the occurrence of such Emergency and upon the taking of such action(s);

(iii) (A) create, incur, guarantee or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person except for indebtedness (1) that will be discharged in full at or prior to the Closing, (2) under the Elk Credit Agreement or the Elk Receivables Facility in the ordinary course of business or (3) resulting from refinancing, refunding, renewing, replacing or extending any existing indebtedness set forth on Schedule 6.3(b)(iii) in a manner that would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or materially impair any Seller’s ability to perform its obligations hereunder; provided that (x) such refinancing, refunding, renewing, replacing or extending indebtedness does not contain terms or provisions that prohibit or restrict the transactions contemplated by this Agreement and (y) the amount of such indebtedness is not increased at the time of such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such incurrence and by an amount equal to any existing commitments unutilized thereunder, (B) make any loans, advances or capital contributions to, or investments in, any Person other than a Subject Entity, except for loans, advances, capital contributions or investments that do not exceed $2,000,000 individually or $10,000,000 in the aggregate or (C) pledge or otherwise encumber the Subject Interests or the other properties or assets of the Subject Entities or create or suffer to exist any Encumbrance thereupon (other than Permitted Encumbrances);

(iv) declare or pay any distributions in respect of any equity securities of any Subject Entity, except (A) the declaration and payment of regular quarterly distributions to holders of ELK Units not in excess of $0.1325 per unit per quarter, (B) the declaration and payment of distributions in cash or in kind to the holders of the Series B Preferred Units or the Series C Preferred Units, in accordance with the Organizational Documents of the MLP, and as approved by the board of directors of the General Partner, in its capacity as the general partner of the MLP and (C) any distributions paid by a Subject Entity to another Subject Entity in the ordinary course of business;

(v) merge with or into, or consolidate with, any other Person or acquire the business or assets of any other Person, except for (A) transactions contemplated by the 2024 Budgets (whether or not such transaction is consummated during the 2024 fiscal year) or (B) transactions by the Subject Entities with a value in the aggregate not exceeding $25,000,000; provided, however, that nothing in this Section 6.3(b) shall be deemed to constitute a restriction on any expansion projects, capital projects and other authorizations for expenditure, in each case, approved prior to the date hereof, and authorized expenditures relating thereto or contemplated thereby shall not count toward the dollar limitation referenced in this Section 6.3(b)(v) and made in accordance with Section 6.3(b)(ii);

(vi) sell, be the lessor with respect to, transfer or dispose of any assets, except for sales (A) pursuant to a binding agreement that has been provided to Acquiror and in effect as of the date of this Agreement, (B) by the Subject Entities of obsolete, immaterial or non-operative assets in the ordinary course of business as set forth on Schedule 6.3(b)(vi), (C) that do not exceed $25,000,000 in the aggregate, or (D) contemplated in the 2024 Budgets;

(vii) change or modify any material accounting policies, except as required by GAAP or any applicable regulatory authorities or independent accountants;

(viii) except as required by the existing terms of any ELK Benefit Plan as in effect on the date of this Agreement and set forth on Schedule 4.12(a), (A) increase compensation or benefits payable or provided to the directors, officers, employees or other individual service providers of any Subject Entity, other than (1) customary increases to base compensation (and corresponding increases to target cash annual bonus opportunity) in the ordinary course of business consistent with past practice for employees and individual service providers, which increases shall not exceed 5% in the aggregate and (2) as permitted in clause (C) of this Section 6.3(b)(viii) or permitted by Section 6.3(b)(xv); (B) hire, promote or terminate (other than for cause or as necessary to replace a similarly compensated departed employee, provided that ELK shall consult with Acquiror in good faith to fill such vacancies to the extent permitted by applicable law) any current or former employees, officers, directors or other individual service providers of any Subject Entity whose target annual cash compensation is equal to or in excess of $250,000; (C) establish, adopt, enter into, terminate or amend any ELK Benefit Plan (or any other benefit plan that would be an ELK Benefit Plan if in effect on the date hereof), except for (1) annual renewals of group benefit plans in the ordinary course of business consistent with past practice that would not result in materially enhanced benefits and (2) offer letters for individuals hired as permitted by the immediately preceding clause (B) provided in the ordinary course of business consistent with past practice that follow in all material respects the applicable form of offer letter made available to Acquiror and do not provide for any severance entitlements beyond those provided in the ordinary course of business consistent with past practice to similarly situated employees or any change-in-control or other entitlements payable in connection with the transactions contemplated by this Agreement; or (D) accelerate the time of payment, vesting or funding of any compensation or benefits under any ELK Benefit Plan or otherwise;

(ix) (A) materially modify, extend, terminate or enter into any Labor Agreement or recognize or certify any labor union, labor organization, works council, employee representative or group of employees as the bargaining representative for any employees of any Subject Entity; (B) implement or announce any employee layoffs, furloughs, reductions in force, plant closings, material reductions in compensation or other similar actions that could implicate the WARN Act; or (C) waive or release any noncompetition, nonsolicitation, nondisclosure or other restrictive covenant obligation of any current or former employee or independent contractor of any Subject Entity;

(x) adopt a plan of complete or partial liquidation or resolutions provided for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization, or other reorganization of the Subject Entities;

(xi) repurchase, redeem or otherwise acquire any securities of ELK, other than in connection with a “net settlement” of ELK Equity Awards outstanding on the date hereof in accordance with the existing terms thereof and of the ELK LTIP in effect on the date hereof to satisfy tax or other withholdings;

(xii) fail to maintain any material right-of-way and other material real property other than in the ordinary course of business consistent with past practice;

(xiii) cause the Subject Entities to purchase any securities or ownership interests of, or make any investment in any Person (except as permitted by Section 6.3(b)(v);

(xiv) amend, modify or waive any material right or material obligation or transfer any material rights under any Material Contract, other than in the ordinary course of business consistent with past practice;

(xv) issue or sell any equity securities in ELK or the MLP, other than issuances of ELK Units in respect of the settlement of any ELK Equity Awards outstanding on the date hereof in accordance with the existing terms thereof and of the ELK LTIP in effect on the date hereof;

(xvi) (A) change its fiscal year or any method of Tax accounting, (B) make (except in the ordinary course of business), change or revoke any material election in respect of Taxes, (C) enter into any closing agreement with respect to, or otherwise settle or compromise, any material liability for Taxes, (D) file any materially amended Tax Return, (E) surrender a claim for a material refund of Taxes, (F) incur any material Tax liability outside of the ordinary course of business, (G) fail to pay any income or other material Tax (including estimated Tax payments or installments) that becomes due and payable, (H) enter into any material Tax sharing or similar agreement or (I) enter into any intercompany transactions giving rise to material deferred gain or loss of any kind;

(xvii) split, combine, divide, subdivide, reverse split, reclassify, recapitalize or effect or any other similar transaction with respect to any Subject Entity’s capital stock or other equity interests;

(xviii) with respect to the Manager, (1) except (A) solely in its capacity as the managing member of ELK and in the ordinary course of business or (B) as required by its duties to ELK and its equityholders under applicable Law or any Contract existing as of the date of this Agreement, enter into any agreement or incur any Liability or (2) waive any rights or benefits attributable to the Manager’s ownership of the Manager Interests that would be binding on the managing member of ELK or its ownership of the Manager Interests after the Closing; or

(xix) agree to do any of the foregoing.

Section 6.4 Financing Assistance.

(a) Following the date of this Agreement and prior to the Closing Date, Sellers shall (and shall cause the Manager to cause the other Subject Entities and their respective Representatives (as applicable) to) use commercially reasonable efforts to provide to Acquiror such reasonable and customary cooperation in connection with any financing by Acquiror or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, in each case as may be reasonably requested by Acquiror or its Representatives. Without limiting the generality of the foregoing, Sellers shall, and shall cause the Manager to cause the other Subject Entities and their respective Representatives (as applicable) to, upon reasonable request, (i) furnish the report of the ELK’s auditor on the three most recently available audited consolidated financial statements of the ELK and its Subsidiaries and use its commercially reasonable efforts to obtain the consent of such auditor to the use of such reports, including in documents filed with the SEC under the Securities Act, in accordance with normal custom and practice and use commercially reasonable efforts to cause such auditor to provide customary comfort letters (including “negative assurance” comfort and change period comfort) (with customary bring-down comfort letters delivered on the closing date of any such financing) to the arrangers, underwriters, initial purchasers or placement agents, as applicable, in connection with any such financing; (ii) furnish any additional financial statements, schedules, business or other financial data relating to ELK and its Subsidiaries as may be reasonably necessary to consummate any such financing; it being understood that Acquiror shall be responsible for the preparation of any pro forma financial information or pro forma financial statements required pursuant to the Securities Act or as may be customary in connection with any such financing; (iii) provide direct contact between (x) senior management and advisors, including auditors, of ELK and (y) the proposed arrangers, lenders, underwriters, initial purchasers or placement agents, as applicable, and/or ELK’s auditors, as applicable, in connection with any such financing, at reasonable times and upon reasonable advance notice; (iv) make available the employees and advisors of ELK and its Subsidiaries to provide reasonable assistance with Acquiror’s or its Subsidiaries’ preparation of business projections, financing documents and offer materials and other materials for due diligence and drafting sessions, rating agency presentations and road shows, if any, related to such financing; (v) to the extent requested in writing at least ten Business Days prior to the Closing Date, provide at least three Business Days prior to the Closing Date any information and documents required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 (and if any Subject Entities qualify as “legal entity customers” under the Beneficial Ownership Regulation, information regarding the Subject Entities necessary to complete a Beneficial Ownership Certification with respect to the Subject Entities); (vi) assist in the preparation of (but not entering into or executing) authorization letters, opinions and certificates, and other agreements (including indentures or supplemental indentures) and take other actions that are or may be customary in connection with any such financing or necessary or desirable to permit Acquiror or its Subsidiaries to fulfill conditions or obligations under the financing documents, provided that such agreements shall be conditioned upon, and shall not take effect until, the Closing; (vii) assist in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda, rating agency presentations and other marketing and syndication materials reasonably requested by Acquiror; (viii) permit Acquiror or its Subsidiaries’ reasonable use of the Subject Entities’ logos for syndication and underwriting, as applicable, in connection with any such financing (subject to advance review of and consultation with respect to such use); (ix) participate in a reasonable number of meetings and presentations with arrangers and prospective lenders and investors, as applicable (including the participation in such meetings of the ELK’s senior management), in each case at times and locations to be mutually agreed; (x)  assist in procuring any necessary rating agency ratings or approvals; and (xi) as soon as reasonably practicable after obtaining actual knowledge thereof, supplementing the written information provided pursuant to this Section 6.4 to the extent that any such information contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading.

(b) Notwithstanding anything in this Section 6.4 to the contrary, (i) in fulfilling their respective obligations pursuant to this Section 6.4, none of Sellers, the Manager, the other Subject Entities or their respective Representatives shall be required to (u) take any action that would conflict with, violate or result in a breach of or default under its organizational documents or any material Contract or Law to which it or its property is bound (including any action to the extent it could cause any representation or warranty in this Agreement to be breached, cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement), (v) create, provide, update or have audited or reviewed any financial (or other) information that (1) is not produced in the ordinary course of business or (2) cannot be produced or provided without unreasonable cost or expense, (w) provide access to or disclose information that Sellers, the Manager, the other Subject Entities or their respective Representatives reasonably determine would jeopardize any attorney-client privilege of, or conflict with any confidentiality requirements applicable to, any of Sellers, the Manager, the other Subject Entities or their respective Representatives (provided, that Sellers shall, and shall cause the Manager to cause the other Subject Entities to, use commercially reasonable efforts to allow for cooperation in a manner that does not result in the events set out in this clause (w)), (x) pay any commitment or other fee, provide any security or incur any other liability in connection with any financing (including any Debt Financing) prior to the Closing, (y) enter into any definitive agreement the effectiveness of which is not conditioned upon the Closing; or (z) give any indemnities that are effective prior to the Closing, (ii) any requested cooperation pursuant to this Section 6.4 shall not unreasonably interfere with the ongoing operations of Sellers, the Manager or the other Subject Entities, and (iii) Acquiror shall, promptly upon request by Sellers, reimburse Sellers, the Manager and the other Subject Entities for all reasonable and documented out-of-pocket costs incurred by Sellers, the Manager, the other Subject Entities and their respective Representatives in connection with such cooperation. Acquiror shall indemnify and hold harmless Sellers, the Manager, the other Subject Entities and their respective Representatives from and against any and all losses or damages actually suffered or incurred by them directly in connection with the arrangement of any such financing (including any Debt Financing) (other than to the extent related to information provided by Sellers, the Manager, the other Subject Entities or their respective Representatives). In addition, no action, liability or obligation of Sellers, the Manager, the other Subject Entities and their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to any financing (including any Debt Financing) will be effective until the Closing, and none of Sellers, the Manager, the other Subject Entities or their respective Representatives will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the Closing or that must be effective prior to the Closing. Nothing in this Section 6.4 will require Sellers, the Manager, the other Subject Entities or their respective Representatives to execute, deliver or enter into, or perform any agreement, document or instrument, including any definitive financing document, with respect to any financing (including any Debt Financing) or adopt resolutions approving the agreements, documents and/or instruments pursuant to which any financing is obtained or pledge any collateral with respect to any financing (including any Debt Financing) prior to the Closing. Nothing in this Section 6.4 shall require (A) any officer or Representative of Sellers, the Manager or the other Subject Entities to deliver any certificate or take any other action under this Section 6.4 that could reasonably be expected to result in personal liability to such officer or Representative; or (B) any governing body to approve any financing or contracts related thereto prior to Closing (it being understood and agreed that all such certificates, opinions or resolutions shall be delivered by any officer or board members of the Subject Entities immediately after the Closing). Sellers, the Manager, the other Subject Entities and their respective Representatives shall not be required to deliver any legal opinions or solvency certificates.

(c) Notwithstanding anything to the contrary herein, the condition set forth in Section 7.2(b) as it applies to Sellers’ obligations under Section 6.4(a), shall be deemed satisfied unless (i) Sellers have failed to satisfy their obligations under Section 6.4(a) in any material respect, (ii) Acquiror has notified Sellers of such failure in writing a reasonably sufficient amount of time prior to the Closing Date to afford Sellers with a reasonable opportunity to cure such failure and (iii) such failure has been a proximate cause of Acquiror’s failure to receive the proceeds of any financing. Acquiror acknowledges and agrees that obtaining any financing is not a condition to its obligations under this Agreement. If any financing has not been obtained, Acquiror shall continue to be obligated, until such time as the Agreement is terminated in accordance with Article IX and subject to the waiver or fulfillment of the conditions set forth in Article VII, to complete the transactions contemplated by this Agreement.

Section 6.5 Financing Covenants of Acquiror.

(a) Until the earliest to occur of (i) the Closing Date, (ii) the valid termination of this Agreement pursuant to Article VII and (iii) the consummation of alternative financing transactions or asset sales identified in writing to Sellers as “Alternative Funding Transactions” (“Alternative Funding Transactions”) generating net cash proceeds sufficient, when taken together with Other Sources, to pay all amounts payable in cash by Acquiror under this Agreement in connection with the transactions contemplated by this Agreement, Acquiror shall (A) use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing described in the Commitment Letter on the terms and conditions described in the Commitment Letter as promptly as practicable, including using commercially reasonable efforts to (1) maintain in full force and effect the Commitment Letter and to negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Commitment Letter or on the terms that, taken as a whole, are not materially less favorable to Acquiror than the terms contained in the Commitment Letter, in each case which terms shall not in any respect expand on the conditions to the funding of the Debt Financing at the Closing or reduce the aggregate amount of the Debt Financing available to be funded on the Closing Date below the amount necessary (when taken together with Other Sources) to consummate the transactions contemplated by this Agreement (the “Financing Agreements”) and (2) satisfy on a timely basis (or obtain the waiver of) all conditions and covenants applicable to Acquiror in the Commitment Letter and such Financing Agreements that are to be satisfied by Acquiror at or prior to the Closing and to consummate the Debt Financings thereunder at or prior to Closing, unless such Commitment Letter and/or Financing Agreements terminate in accordance with their terms upon the consummation of Alternative Funding Transactions generating net cash proceeds sufficient, when taken together with Other Sources, to pay all amounts payable in cash by Acquiror under this Agreement in connection with the transactions contemplated by this Agreement, and (B) comply with their obligations under the Commitment Letter and the Financing Agreements. Acquiror shall keep Sellers informed on a reasonably current basis in reasonable detail of any material developments concerning the status of the Debt Financing. Acquiror shall provide Sellers, upon reasonable request, with copies of any Financing Agreements and such other information and documentation regarding the Debt Financing as shall be reasonably necessary to allow Sellers to monitor the progress of such financing activities.

(b) In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (other than the consummation of Alternative Funding Transactions generating net cash proceeds sufficient, when taken together with Other Sources, to pay all amounts payable in cash by Acquiror under this Agreement in connection with the transactions contemplated by this Agreement), Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain alternative financing from alternative sources in an amount sufficient, when added to the portion of the Debt Financing and Other Sources that is available, to consummate the transactions contemplated by this Agreement and to pay all related fees and expenses (“Alternative Financing”) as promptly as practicable following the occurrence of such event and to obtain, and when obtained, to provide Sellers with a copy of, a replacement financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If applicable, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing”, any reference to “Commitment Letter” shall include the “Alternative Financing Commitment Letter” and any references to “Financing Agreements” shall include the definitive documentation relating to any such Alternative Financing.

(c) Acquiror shall promptly (and, in any event, within five Business Days) notify Sellers in writing (i) of any actual breach or default (or any event or circumstance that, with or without notice or lapse of time or both, could reasonably be expected to give rise to any breach or default) by any other party to the Commitment Letter or Financing Agreement, (ii) of the receipt by Acquiror or any of its Affiliates or Representatives of any written notice or other written communication from any Debt Financing Source, any lender or any other Person with respect to any (A) actual, threatened or alleged breach, default, termination or repudiation by any party to the Commitment Letter or any Financing Agreement or any provision of the Debt Financing contemplated pursuant to the Commitment Letter or Financing Agreements (including any proposal by any Debt Financing Source, or lender or other Person to withdraw, terminate or make a material change in the terms or the conditions of (including the amount of Debt Financing contemplated by) the Commitment Letter), or (B) material dispute or disagreement between or among any parties to the Commitment Letter or any Financing Agreement, (iii) if for any reason Acquiror believes in good faith that there is a material possibility that it will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the Financing Agreements, and (iv) of the termination or expiration of the Commitment Letter or Financing Agreement, in each case, that would result in, or is a result of, a Restricted Commitment Letter Amendment (as defined below); provided that, with respect to clauses (i), (ii) and (iii), in no event shall Acquiror be under any obligation to deliver or disclose any information that would reasonably be expected to waive the protection of attorney-client privilege or similar legal privilege or breach any duty of confidentiality; provided, further, that if any information is withheld pursuant to the immediately preceding proviso, Acquiror shall inform Sellers as to the general nature of what is being withheld and use commercially reasonable efforts to seek an alternative means to provide Sellers (including through their Representatives) with access to the withheld information in a manner that does not waive any such privilege. As soon as reasonably practicable, but in any event within two Business Days after Sellers deliver to Acquiror a written request, Acquiror shall provide any information reasonably requested by Sellers relating to any of the circumstances referred to in this Section 6.5.

(d) Acquiror shall not permit or consent to (i) any amendment, replacement, supplement or modification to be made to the Commitment Letter if such amendment, replacement, supplement or modification would (A) expand or impose new conditions precedent to the funding of the Debt Financing from those set forth therein on the date hereof, (B) change the timing of the funding of the Debt Financing thereunder or reasonably be expected to impair, delay or prevent the availability of all or a portion of the Debt Financing or the consummation of the transactions contemplated by this Agreement, (C) reduce the aggregate cash amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing), (D) adversely affect the ability of Acquiror to enforce its rights against the other parties to the Commitment Letter or (E) otherwise reasonably be expected to adversely affect the ability of Acquiror to consummate the transactions contemplated by this Agreement or the timing of the Closing (collectively, the “Restricted Commitment Letter Amendments”) (provided that, for the avoidance of doubt, subject to the limitations set forth in this Section 6.5(d), Acquiror may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof (but not to make any other changes), but only if the addition of such additional parties, individually or in the aggregate, would not result in the occurrence of a Restricted Commitment Letter Amendment), (ii) any waiver of any provision or remedy available to Acquiror under the Commitment Letter or (iii) early termination of the Commitment Letter (other than in connection with an amendment or replacement of the Commitment Letter in a manner that is not a Restricted Commitment Letter Amendment); provided that, for the avoidance of doubt, the termination of, or reduction of commitments under, the Commitment Letter pursuant to the terms thereof (including any amendment, modification or agreement to reflect such termination or reduction) as a result of the consummation of Alternative Funding Transactions generating net cash proceeds sufficient, when taken together with Other Sources (including any remaining commitments under the Commitment Letter), to pay all amounts payable by Acquiror under this Agreement in connection with the transactions contemplated by this Agreement, shall not constitute a Restricted Commitment Letter Amendment or otherwise be prohibited under this Section 6.5(d). For all purposes of this Agreement, references to the “Commitment Letter” shall include such document as permitted or required by this Section 6.5(d) to be amended, modified or waived, in each case from and after such amendment, modification or waiver.

Section 6.6 Further Assurances; Cooperation. Subject to the terms and conditions of this Agreement, including Section 6.2, which shall control with respect to all matters relating to Antitrust Laws, each Party will use its commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the sale of the Subject Interests pursuant to this Agreement, including commercially reasonable efforts to ensure satisfaction of the conditions precedent to each Party’s obligations hereunder. Neither Sellers on the one hand, or Acquiror on the other hand will, without the prior written consent of the other, take or fail to take any action that would reasonably be expected to prevent or materially impede, interfere with or delay the transactions contemplated by this Agreement. From time to time after the Closing Date, without further consideration, each Party will, at its own expense, execute and deliver such documents to another Party as such other Party may reasonably request in order to more effectively consummate the sale and purchase of the Subject Interests hereunder.

Section 6.7 Public Statements. The Parties shall consult with each other prior to issuing any public announcement, statement or other disclosure with respect to the Transaction Documents or the transactions contemplated thereby and none of Acquiror and its Affiliates, on the one hand, or Sellers and their Affiliates, on the other hand, shall issue any such public announcement, statement or other disclosure without having first notified Acquiror, on the one hand, or Sellers, on the other hand, and provided such Parties with, if legally permitted and practically possible, a reasonable time period to review and comment thereon and given due consideration to any reasonable comments thereto; provided that “a reasonable time period” shall in all cases require a Party to inform the other Party with sufficient time to allow such other Party to timely file any reports or other filings with the SEC as required under the Exchange Act or the Securities Act. Notwithstanding the foregoing, any Party may make, without consulting or notifying any other Party, public announcements, statements or other disclosures with respect to the Transaction Documents or the transactions contemplated thereby that are not materially inconsistent with, or contain any material information not disclosed in, previous public announcements, statements or other disclosures made by a Party in compliance with this Section 6.7.

Section 6.8 Confidential Information.

(a) For two years after the Closing:

(i) Sellers and their Affiliates shall not, directly or indirectly, disclose to any Person or use any information not in the public domain or generally known in the industry, in any form, whether acquired prior to or after the Closing Date, relating to the business and operations of the Subject Entities prior to the Closing Date; and

(ii) Acquiror and its Affiliates shall not, directly or indirectly, disclose to any Person or use any information not in the public domain or generally known in the industry, in any form, whether acquired prior to or after the Closing Date, relating to Sellers, their Affiliates or their respective businesses or operations (other than the Subject Entities).

(b) Notwithstanding the foregoing, Acquiror, Sellers and their respective Affiliates and any of their respective Representatives, may disclose or use any information relating to the business and operations of the Subject Entities, or Sellers, as the case may be:

(i) if required by Law, including applicable regulatory authority or stock exchange rule or if contemplated by the requirements set forth herein;

(ii) if such disclosure is to another Person and, at the time such information is provided, such other Person is already in the possession of such information and is bound by confidentiality obligations with respect to such information that are at least as stringent (including, for the avoidance of doubt, with respect to the time period of such confidentiality obligations) as those contained in this Agreement and any other Transaction Documents;

(iii) if such disclosure is to (A) a Representative of (I) any Seller or any Affiliate of any Seller or (II) Acquiror or any of its Affiliates that control or are controlled by Acquiror, (B) any Affiliate of any Seller or (C) any Affiliate of Acquiror that controls or is controlled by Acquiror, in each case, to the extent such Representatives or Affiliates are directed and caused to comply with the confidentiality and restrictions on use provided for in this Section 6.8;

(iv) if such use or disclosure is reasonably necessary with respect to, or otherwise permitted or required by or with respect to, any agreements between any of the Subject Entities on the one hand and any Seller or any Affiliate of any Seller on the other hand, whether currently existing or existing hereafter, including if such use or disclosure is reasonably necessary or advisable with respect to the negotiation of any amendment to any such agreement or any new agreement between such Persons;

(v) if the use, private disclosure in the ordinary course of business, or public disclosure of such information is solely undertaken by the Subject Entities and, in each case, such information solely relates to the business and operations of the Subject Entities and not of Sellers, their Affiliates or their respective businesses or operations; or

(vi) in connection with the pursuit of potential Debt Financing Sources in connection with the transactions contemplated by this Agreement, subject to the confidentiality and use restrictions applicable to Representatives set forth in the Confidentiality Agreement.

(c) Nothing in this Agreement will prevent any individual from: (i) lawfully initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by the SEC or any other Governmental Authority regarding a possible violation of any Law; (ii) responding to any inquiry or legal process directed to an individual from any Governmental Authority; (iii) testifying, participating or otherwise assisting in a Proceeding by any Governmental Authority relating to a possible violation of Law, including providing documents or other confidential information to Governmental Authorities; or (iv) receiving an award for information provided to the SEC or another Governmental Authority. No individual will be required to obtain prior authorization from Acquiror, Sellers, or any of their respective Affiliates before engaging in any of the conduct described in the previous sentence, or to notify Acquiror, Sellers or their respective Affiliates of having engaged in any such conduct.

(d) For the avoidance of doubt, nothing in this Section 6.8 is intended to, nor does it, modify any confidentiality provisions (including, for the avoidance of doubt, any qualifications and exceptions thereto) contained in any agreement between any of the Subject Entities on the one hand and any Seller or any Affiliate of any Seller on the other hand.

Section 6.9 Resignations. Sellers will (a) use commercially reasonable efforts to deliver at the Closing duly executed letters of resignation or (b) cause the removal, in each case, effective as of the Closing, of any individual listed on Schedule 6.9 (collectively, the “Resigning Directors”).

Section 6.10 Certain Insurance and Indemnification Matters.

(a) Acquiror agrees that all rights to indemnification, exculpation and advancement of expenses, elimination of liability and exculpation from liabilities existing in favor of (x) any Person (together with such Person’s heirs, executors and administrators) who is or was, or at any time prior to the Closing Date becomes, an officer, director, manager, member, general partner, fiduciary, employee, agent or trustee of any Subject Entity or (y) any Person (together with such Person’s heirs, executors and administrators) who is or was serving, or at any time prior to the Closing Date serves, at the request of any Subject Entity as an officer, director, manager, member, general partner, fiduciary, employee, agent or trustee of another Person (other than Persons solely providing, on a fee-for-services basis, trustee, fiduciary or custodial services) (each, a “Covered Person”), as provided in the respective Organizational Documents of such Subject Entities in effect as of the date of this Agreement or pursuant to any other agreements in effect on the date hereof (to the extent made available to Acquiror) shall survive the Closing and shall continue in full force and effect for a period of not less than six years following the Closing Date, and Acquiror shall cause each Subject Entity to honor and maintain in effect all such rights to indemnification, exculpation and advancement of expenses, elimination of liability and exculpation from liabilities during such period. For a period of not less than six years, Acquiror shall not, and shall not cause or permit any Subject Entity to, amend, restate, waive or terminate any Organizational Document of the Subject Entities in any manner that would adversely affect the indemnification or exculpation rights of any such Covered Person.

(b) Acquiror covenants and agrees that, during the period that commences on the Closing Date and ends on the sixth anniversary of the Closing Date, with respect to each Covered Person, including, for the avoidance of doubt, any such director, manager or officer that resigned or was removed effective as of the Closing pursuant to this Agreement, Acquiror shall cause such applicable Subject Entity (i) to continue in effect the current fiduciary liability insurance policy or policies that such Subject Entity has as of the date of this Agreement, or (ii) upon the termination or cancellation of any such policy or policies, (A) to provide fiduciary liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies or (B) to provide a “tail” or runoff policy (covering all claims, whether choate or inchoate, made during such six year period), in each case, providing coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the Closing that is no less advantageous to each such Covered Person (including policy limits, exclusions and scope) as such Covered Person as in existence as of the date of this Agreement covering such acts, events, occurrences or omissions under the fiduciary liability insurance or similar policy maintained by the Subject Entities as of the date of this Agreement; provided that Acquiror and the Subject Entities shall not be required to pay premiums for such insurance policy in excess of 300% of the current premium for such coverage, but shall purchase as much of such coverage as possible for such applicable amount.

(c) In the event that Acquiror or any Subject Entity (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, assume the obligations set forth in this Section 6.10.

(d) The provisions of this Section 6.10 shall survive the consummation of the transactions contemplated hereby for a period of six years; provided, however, that in the event that any claim or claims for indemnification or advancement of expenses set forth in this Section 6.10 are asserted or made within such six-year period, all rights to indemnification and advancement of expenses in respect of any such claim or claims shall continue until the disposition of such claims. The provisions of this Section 6.10 (i) are expressly intended to benefit each Covered Person, (ii) shall be enforceable by any Covered Person and its heirs and representatives against the Subject Entities, and (iii) shall be in addition to any other rights such Covered Person or its heirs and representatives have under the Organizational Documents of any Subject Entity or applicable Law.

(e) This Section 6.10. shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of a Covered Person as provided herein except with the prior written consent of such Covered Person.

Section 6.11 Post-Closing Access; Records. From and after the Closing, Acquiror and its Affiliates shall make or cause to be available to Sellers all books, records and documents of the Subject Entities (and the assistance of employees responsible for such books, records and documents) upon reasonable notice during regular business hours as may be reasonably necessary for (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Proceeding, (b) preparing reports to, or filings with, equityholders or Governmental Authorities or (c) such other purposes for which access to such documents is reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or otherwise, or the determination of any matter relating to the rights and obligations of Sellers or any of their Affiliates under any Transaction Documents; provided, however, that access to such books, records, documents and employees shall not interfere with the normal operations of Acquiror, its Affiliates or the Subject Entities and the reasonable out-of-pocket expenses of Acquiror, its Affiliates or the Subject Entities incurred in connection therewith shall be paid by Sellers. Acquiror shall cause each Subject Entity to maintain and preserve all such books, records and other documents for the greater of (i) seven years after the Closing Date and (ii) any applicable statute of limitations, as the same may be extended and, in each case, shall offer to transfer such books, records and other documents to Sellers at the end of the period in which it maintains and preserves such records.

Section 6.12 Exclusivity. Prior to the earlier of the Closing or the termination of this Agreement pursuant to Section 9.1, Sellers shall not, and shall not permit their or any Subject Entity’s directors, officers, employees, investment bankers, financial advisors, representatives or agents to, directly or indirectly, (a) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, with any Third Party any transaction involving a merger or consolidation, business combination of any Subject Entity or other purchase or disposition of the Subject Interests other than the transactions contemplated by the Transaction Documents (an “Acquisition Transaction”), (a) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers with any Third Party in respect of an Acquisition Transaction, (b) furnish or cause to be furnished, to any Third Party, any nonpublic information concerning the Subject Interests or any Subject Entity in connection with an Acquisition Transaction or (c) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Third Party to do or seek any of the foregoing. Upon or prior to the execution of this Agreement, Sellers shall, and shall cause their and the Subject Entities’ directors, officers, employees, investment bankers, financial advisors, representatives and agents to, immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Acquiror) conducted heretofore with respect to any Acquisition Transaction. Notwithstanding the foregoing, this Section 6.12 shall in no way prohibit the Manager (in its capacity as the managing member of ELK) from taking any action required by its duties to ELK and its equityholders under applicable Law or any Contract existing as of the date of this Agreement.

Section 6.13 Transfer Taxes. Any transfer, documentary, sales, use, stamp, registration and other similar Taxes incurred in connection with this Agreement (“Transfer Taxes”) shall be borne 50% by Acquiror and 50% by Sellers, and any Party required by applicable Law to file Tax Returns with respect to such Transfer Taxes shall file all necessary Tax Returns and other documentation with respect to such Transfer Taxes, and the other Parties agree to cooperate in the preparing of any such Tax Return and other documentation. If required by applicable Law, the Parties agree to join in the execution of any such Tax Return and other documentation.

Section 6.14 Employee Matters.

(a) With respect to those individuals who are employees of a Subject Entity immediately prior to the Closing and who remain employed with Acquiror or its Affiliates immediately following the Closing (the “Continuing Employees”), Acquiror or an Affiliate of Acquiror shall, until the earlier to occur of (A) ELK Units no longer being listed on a national exchange pursuant to a definitive agreement regarding such transaction that includes a covenant addressing the subject matter of this Section 6.14(a), and (B) the one-year anniversary of the Closing Date (or until employment terminates, if sooner) (the “Continuation Period”), (i) continue to provide the Continuing Employees with annual base salaries (or hourly wages, as applicable), annual cash bonus target opportunities and, except as otherwise provided in Section 6.14(b), annual long-term incentive award target opportunities, in each case that are not less favorable than those provided to the Continuing Employees immediately prior to the Closing; (ii) continue to provide the Continuing Employees with employee benefits (excluding nonqualified deferred compensation, defined benefit retirement and post-termination or retiree health or welfare benefits) that are, in the aggregate, substantially comparable to the employee benefits (subject to the same exclusions) that were available to Continuing Employees immediately prior to the Closing under the ELK Benefit Plans set forth on Schedule 4.12(a); and (iii) provide severance benefits for any Continuing Employee who is terminated by Acquiror or its Affiliates without cause during the Continuation Period and signs and does not revoke a customary release of claims that include a pro-rated target annual bonus for the year of termination and otherwise are at least as favorable as the greater of the severance benefits provided under the Subject Entities’ severance policies as in effect on the date hereof and set forth on Schedule 4.12(a) or the severance benefits provided under the applicable severance policy of the Acquiror or its Affiliates as of the date of termination.

(b) The long-term incentive awards described in subclause (i) of Section 6.14(a) (“Continuation Period LTI Awards”) will be granted to Continuing Employees (who remain Continuing Employees as of the grant date) during a portion of the Continuation Period that falls during March of an applicable calendar year and will not be granted to the extent they duplicate long-term incentive awards, if any, granted prior to the Closing Date for the year in which the Closing Date occurs. The Continuation Period LTI Awards will have terms and conditions (including “double trigger” vesting acceleration) that are substantially comparable to the historical terms of the ELK Equity Awards and that acknowledge the treatment of the Closing as a “change in control” for purposes of applying such “double trigger” vesting terms; provided that (i) ELK RIU Awards may be awarded in lieu of ELK PU Awards and (ii) the “double trigger” vesting protection shall only last for 12 months following a “change in control”.

(c) Nothing in this Section 6.14 amends, or will be deemed to establish, amend, or prevent the amendment or termination of, any ELK Benefit Plan or any other benefit or compensation plan, program or arrangement. No provision of this Agreement shall be construed as a guarantee of continued employment for any employee for any period of time or to prohibit Acquiror or any of its Affiliates from terminating the employment of any Continuing Employee at any time after the Closing. Nothing in this Section 6.14 shall create any third-party beneficiary rights or remedies in any Continuing Employee or any other Person.

Section 6.15 Distributions. Following the Closing, Acquiror shall, except as prohibited by Law or in contravention of ELK’s Organizational Documents, cause the board of directors of the Manager to declare and cause ELK to pay a regular quarterly cash distribution on the ELK Units relating to the fiscal quarter of ELK during which the Closing Date occurs in accordance with the ELK Operating Agreement and in the ordinary course of business consistent with past practice in an amount per ELK Unit not less than $0.1325.

Article VII

CLOSING

Section 7.1 Conditions Precedent to Obligations of the Parties. The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the condition that:

(a) no Law shall be in effect restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Transaction Documents; and

(b) the Specified Regulatory Approvals shall have been obtained.

Section 7.2 Conditions Precedent to Obligations of Acquiror. The obligation of Acquiror to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions:

(a) (i) each of the Seller Fundamental Representations shall be true and correct in all material respects on and as of the date of this Agreement and at and as of the Closing, with the same force and effect as though made on and as of the Closing Date (except those representations and warranties that expressly relate only to an earlier date, which must be true and correct in all material respects as of that earlier date), provided, that, the representations and warranties set forth in Sections 3.5, 4.4(a)(i)-(iv) and 4.4(c)-(d) shall be true and correct except for such failures to be true and correct in all but de minimis respects; (ii) the representations and warranties set forth in Section 4.8(a) shall be true and correct in all respects; and (iii) each of the representations and warranties set forth in Article III or Article IV that are not Seller Fundamental Representations or representations and warranties set forth in Section 4.8(a) shall be true and correct except to the extent any inaccuracy would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect, with respect to any such representations and warranties contained in Article III, or a Subject Entities Material Adverse Effect, with respect to any such representations and warranties contained in Article IV (without giving effect to qualifications of Seller Material Adverse Effect, Subject Entities Material Adverse Effect, materiality or any similar qualifications set forth in such representation or warranty) on and as of the date of this Agreement and at and as of the Closing with the same force and effect as though made on and as of such date (except those representations and warranties that expressly relate only to an earlier date, in which case as of such earlier date);

(b) Sellers and the Manager shall not have breached in any material respect their obligations and agreements required to be performed and complied with by them under this Agreement prior to the Closing Date;

(c) since the date of this Agreement, there shall not have been any effect, event, change, occurrence, fact, circumstance or development (whether or not foreseeable or known as of the Closing Date or covered by insurance) that, individually or in the aggregate, has had or would reasonably be expected to have a Subject Entities Material Adverse Effect;

(d) ELK shall have obtained a written consent to or waiver of the event(s) of default arising in connection with the transactions contemplated by this Agreement under (or an applicable amendment or modification, in form and substance reasonably satisfactory to each Party of) (i) the ELK Credit Agreement and (ii) the ELK Receivables Facility, in each case, in form and substance reasonably satisfactory to Acquiror, or the ELK Credit Agreement and/or the ELK Receivables Facility, as applicable, shall have otherwise been repaid or replaced on terms reasonably satisfactory to Acquiror and which do not require consent from the lenders thereunder for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; and

(e) Acquiror shall have received the items listed in Section 7.4.

Section 7.3 Conditions Precedent to Obligations of Sellers. The obligation of Sellers to effect the Closing and consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Law), on or prior to the Closing Date of each of the following conditions:

(a) each of the representations and warranties of Acquiror shall be true and correct in all material respects, in each case, on and as of the date of this Agreement and at and as of the Closing, with the same force and effect as though made on and as of the Closing Date, unless such representations and warranties expressly relate to an earlier date (in which case as of such earlier date);

(b) Acquiror shall not have breached in any material respect its obligations and agreements required to be performed and complied with by it under this Agreement prior to the Closing Date; and

(c) Sellers shall have received the items listed in Section 7.5.

Section 7.4 Sellers Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Sellers shall deliver, or cause to be delivered, to Acquiror:

(a) a counterpart of one or more assignments, each substantially in the applicable form attached hereto as Exhibit B (the “Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to Acquiror of the Subject Interests;

(b) a certificate duly executed by an executive officer of each Seller, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Sections 7.2(a) and (b) have been satisfied in all respects;

(c) a duly executed Internal Revenue Service Form W-9 of each Seller;

(d) duly executed letters of resignation or evidence of removal, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.9;

(e) lien release documentation from Wilmington Trust, National Association, as collateral agent under that certain Credit Agreement, dated as of July 18, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Sellers’ Credit Agreement”), with respect to the security interests granted to it in connection with Sellers’ Credit Agreement on the Subject Interests, in the customary form for such collateral agent or otherwise in form reasonably satisfactory to Acquiror; and

(f) a written notice of termination pursuant to Section 6.1(i) of that certain Unit Repurchase Agreement, dated as of January 16, 2024, by and between ELK, on the one hand, and Seller I and Seller II, on the other hand.

Section 7.5 Acquiror Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Acquiror shall deliver, or cause to be delivered to Sellers:

(a) payment of the Purchase Price in accordance with Section 2.1

(b) a counterpart of the Assignment of Interests, duly executed by the applicable Acquiror; and

(c) a certificate duly executed by the executive officer of Acquiror, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Sections 7.3(a) and (b) have been satisfied in all respects.

Article VIII

INDEMNIFICATION, COSTS AND EXPENSES

Section 8.1 Survival of Representations and Warranties. The representations and warranties set forth in this Agreement, any other Transaction Documents and any certificate or instrument delivered in connection herewith or therewith shall not survive the Closing, and in no event shall Sellers or any of their respective Affiliates have any Liability or be responsible in any respect for any inaccuracy, or breach, of any such representation or warranty; provided that the Seller Fundamental Representations shall survive until one year from the Closing Date. The covenants or agreements set forth in this Agreement that, by their terms, are to be performed (i) prior to Closing shall not survive Closing and (ii) after Closing shall survive until the expiration of the applicable statute of limitations or for such shorter period as is explicitly specified herein.

Section 8.2 Indemnification. From and after the Closing, Acquiror, its current and future Affiliates and each of the current and future direct and indirect equityholders, members, partners, directors, managers, officers, employees and agents of Acquiror or their current and future Affiliates (collectively, the “Indemnified Parties”) shall be indemnified and held harmless by Sellers, jointly and severally, for any Losses incurred or sustained by the Indemnified Party based upon, attributable to, resulting from or by reason of (including any and all Proceedings, demands or assessments arising out of) (i) the incorrectness, falsity or breach of, as of the date hereof or as of the Closing Date with the same force and effect as though made on and as of such date (except those representations and warranties that expressly relate only to an earlier date, in which case as of such earlier date), any of the Seller Fundamental Representations or (ii) any breach of any covenant or other agreement on the part of Sellers to be performed in whole or in part after the Closing.

Section 8.3 Indemnification Procedure.

(a) Each Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to Section 8.2, such Indemnified Party will assert its claim for indemnification under Section 8.2 (each, a “Claim”) by providing a written notice to Sellers (the “Indemnifying Party”) specifying, in reasonable detail, to the extent known by such Indemnified Party, the nature and basis for such Claim (e.g., the underlying representation, warranty or covenant alleged to have been breached and the condition or conduct allegedly resulting in such breach).

(b) In the event that any Proceeding is instituted or any Claim is asserted by any Third Party in respect of which indemnification may be sought under Section 8.2 and in respect of which the Indemnifying Party has agreed in writing to indemnify the Indemnified Party for all of such Indemnified Party’s Losses (subject to any applicable limitations in this Article VIII) (a “Third Party Claim”), the Indemnifying Party will have the right, at such Indemnifying Party’s sole option and expense, to assume the defense of the same including the appointment and selection of counsel on behalf of the Indemnified Party. If the Indemnifying Party elects to assume the defense of any such Third Party Claim, it shall within 30 days notify the Indemnified Party in writing of its intent to do so; provided, however, that the Indemnifying Party shall not, without the written consent of the Indemnified Party, be entitled to assume or continue to control the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed or is failing to diligently defend such action in good faith, (iv) the Third Party Claim would reasonably be expected to have a material and adverse effect on the Indemnified Party’s business, or (v) separate representation of the Indemnified Party by counsel is reasonably necessary to avoid a conflict of interest; provided that, for the avoidance of doubt, if the Indemnifying Party is unable to assume or continue to control the defense in any such instances, it shall nonetheless remain responsible for the indemnification obligations hereunder. In all events the Indemnifying Party will have the right to settle or compromise or take any corrective or remedial action with respect to any such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party. The Indemnified Party will be entitled, at its own cost, to participate with the Indemnifying Party in the defense of any such Third Party Claim.

(c) Notwithstanding anything in this Section 8.3 to the contrary, the Indemnifying Party will not be permitted to settle or compromise any third party claim, take any corrective or remedial action or enter into an agreed judgment or consent decree or permit a default without the Indemnified Party’s prior written consent, in each case, that (i) does not include as an unconditional term thereof the delivery by the claimant to the Indemnified Party of a binding, irrevocable, written release of any Indemnified Party from all Liability, (ii) provides for any admission of Liability on the part of any Indemnified Party, (iii) requires an admission of guilt or wrongdoing on the part of any Indemnified Party or (iv) imposes any Liability or continuing obligation on, or requires any payment from, any Indemnified Party.

Section 8.4 Limitations. Notwithstanding anything to the contrary in this Article VIII or elsewhere in this Agreement:

(a) The aggregate liability of Sellers under Section 8.2 shall not exceed the Purchase Price.

(b) Each Indemnified Party shall take, and cause its Affiliates to take, commercially reasonable steps to mitigate any Loss for which it would otherwise be entitled to indemnification pursuant to this Article VIII upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO SELLER NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE HEREUNDER TO ANY INDEMNIFIED PARTY FOR ANY LOST PROFITS OR PUNITIVE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, OR DAMAGES FOR DIMINUTION OF VALUE RELATIVE TO THE PURCHASE PRICE, LOST OPPORTUNITIES OR LOST OR DELAYED BUSINESS, EXCEPT TO THE EXTENT SUCH DAMAGES ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST SUCH INDEMNIFIED PARTY FOR WHICH IT IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

Section 8.5 Tax Treatment of Indemnity Provisions. Each Party, to the extent permitted by applicable Law, agrees to treat any indemnity payments made pursuant to this Article VIII as adjustments to the Purchase Price for all U.S. federal and applicable state income and franchise Tax purposes.

Section 8.6 Calculation of Losses. In calculating amounts payable to an Indemnified Party, the amount of any indemnified Losses shall be computed net of (a) payments actually recovered by any Indemnified Party under any insurance policy with respect to such Losses net of expenses and (b) any actual recovery by any Indemnified Party from any Person with respect to such Losses net of expenses. Each Indemnified Party shall use commercially reasonable efforts to pursue reimbursement for Losses, including under insurance policies and other indemnity arrangements.

Section 8.7 No Duplication. In no event shall any Indemnified Party be entitled to recover any Losses under one Section or provision of this Agreement to the extent such Losses were already recovered by such Indemnified Party, nor shall its insurer or indemnitor be entitled to any kind of subrogation or substitution that would give it the right to make a claim against the Indemnifying Party.

Section 8.8 Exclusive Remedy. Except in the case of Fraud, from and after the Closing, the indemnification provisions contained in this Article VIII shall be the sole and exclusive remedy as to all monetary Losses any Indemnified Party may incur pursuant to this Agreement as a result of any breach of a representation or warranty (it being understood that nothing in this Section 8.8 or elsewhere in this Agreement shall affect the Parties’ rights to specific performance or other equitable remedies with respect to the covenants referred to in this Agreement).

Article IX

TERMINATION

Section 9.1 Termination of Agreement. This Agreement may be terminated prior to the Closing as follows:

(a) by the mutual written consent of Sellers and Acquiror;

(b) by Sellers or Acquiror, if there shall be in effect a final nonappealable Order of a Governmental Authority of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to such Party if such Order was primarily due to the failure of such Party to perform any of its obligations under this Agreement;

(c) by Acquiror, if Sellers shall have breached or failed to perform any of their representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty of Sellers shall have become untrue, in either case such that the conditions set forth in Section 7.2(a) or (b) would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured by the date that is the earlier of (i) 30 days after Sellers’ receipt of written notice of such breach and (ii) the Outside Date; provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to Acquiror if Acquiror is at such time in material breach of its representations, warranties or covenants hereunder;

(d) by Sellers, if Acquiror shall have breached or failed to perform any of their respective representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty of Acquiror shall have become untrue, in either case such that the conditions set forth in Section 7.3(a) or (b) would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured by the date that is the earlier of (i) 30 days after Acquiror’s receipt of written notice of such breach and (ii) the Outside Date; provided, however, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to Sellers if any Seller or the Manager is at such time in material breach of its representations, warranties or covenants hereunder;

(e) by Sellers, if (i) at least two Business Days have elapsed since the Inside Date and all of the conditions provided for in Sections 7.1 and 7.2 have been satisfied or irrevocably waived (other than those conditions which by their terms are only capable of being satisfied at the Closing, provided that such conditions are capable of being satisfied if the Closing Date were the date of the provision of the notice described in clause (ii) below), (ii) Sellers have delivered irrevocable written notice to Acquiror to the effect that (x) all of the conditions provided for in Section 7.1 and Section 7.2 have been satisfied or irrevocably waived (other than those conditions which by their terms are only capable of being satisfied at the Closing, provided that such conditions are capable of being satisfied if the Closing Date were the date of the provision of such notice) and (y) Sellers are, subject to Acquiror’s performance of their obligations, ready, willing and able to consummate the Closing pursuant to Section 2.3, and (iii) Acquiror fails to consummate the transactions contemplated by this Agreement; or

(f) by Sellers or Acquiror, in the event that the Closing does not occur on or before August 28, 2025 (the “Outside Date”); provided, however, that if five days prior to the Outside Date, all of the conditions to closing in Article VII have been satisfied or waived, other than any of the conditions in Section 7.1(a) (solely if the applicable Law relates to any Antitrust Law) or Section 7.1(b) and conditions to be satisfied at the Closing (so long as such conditions remain capable of being satisfied), the Outside Date shall automatically be extended to February 28, 2026, which later date shall thereafter be deemed the Outside Date; provided, further, that the right to terminate this Agreement under this Section 9.1(f) shall not be available to such Party if the failure of the Closing to occur was primarily due to the failure of such Party to perform any of its obligations under this Agreement.

Section 9.2 Procedure Upon Termination. In the event of termination of this Agreement by Acquiror or Sellers, or both, pursuant to Section 9.1, written notice thereof shall forthwith be given to the other Parties, and this Agreement shall terminate, and the purchase of the Subject Interests hereunder shall be abandoned, without further action by Acquiror or Sellers.

Section 9.3 Effect of Termination. In the event that this Agreement is terminated as provided in Section 9.1, then each of the parties hereto shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without Liability to Acquiror or Sellers, except for the provisions of Section 6.8, this Section 9.3, Article X, Section 11.3 and Section 11.5; provided, no such termination shall relieve Acquiror or any Seller from Liability for Fraud in connection with this Agreement or from Liability for any Willful Breach of, or failure to perform, its obligations set forth in this Agreement prior to such termination, in which case and notwithstanding anything to the contrary in this Agreement, the other Parties shall be entitled to all remedies available at law or in equity. Nothing herein shall limit or prevent any Party from exercising any rights or remedies it may have under Section 11.6.

Article X

GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

Section 10.1 Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL.

(a) This Agreement and all questions relating to the interpretation or enforcement of this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to the Laws of the State of Delaware or any other jurisdiction that would call for the application of the substantive Laws of any jurisdiction other than the State of Delaware. Each party hereto hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 11.3 addressed to such party at the address specified pursuant to Section 11.3. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or in the event, but only in the event, that such court does not have jurisdiction over such Proceeding, to the exclusive jurisdiction of the United States District Court for the District of Delaware (or, in the event that such court does not have jurisdiction over such Proceeding, to the exclusive jurisdiction of the Superior Court of the State of Delaware) (collectively, the “Courts”), for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any Proceeding relating hereto except in such Courts as provided herein). Each of the parties hereto further agrees that service of any process, summons, notice or document hand delivered or sent in accordance with Section 11.3 to such party’s address set forth in Section 11.3 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of or relating to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, each party hereto agrees that a final judgment in any Proceeding properly brought in accordance with the terms of this Agreement shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided at law or in equity.

(b) Notwithstanding anything herein to the contrary, Sellers agree, for themselves and on behalf of their Affiliates and equityholders, (i) that any action of any kind or nature, whether at law or equity, in contract, in tort or otherwise, involving a Debt Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby shall be brought exclusively to any New York state court siting in the borough of Manhattan, or, if under applicable Law, exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and each such Person submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (ii) not to bring or permit any of its Affiliates or Representatives to bring or support anyone else in bringing any such action in any other court, (iii) that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 11.3 shall be effective service of process against it for any such action brought in any such court, (iv) to waive (and hereby irrevocably waives) to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (v) that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (vi) that any such action shall be governed by, and construed in accordance with, the Laws of the State of New York and (vii) to irrevocably waive (and hereby waives) any right to a trial by jury in any such action to the same extent such rights are waived pursuant to Section 10.1(c).

(c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A PROCEEDING, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.1.

Article XI

MISCELLANEOUS

Section 11.1 Amendments and Modifications. This Agreement may be amended, modified or supplemented only by written agreement of the Parties, except as otherwise set forth in Section 11.10.

Section 11.2 Waiver of Compliance. Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Section 11.3 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by email transmission, or mailed by a nationally recognized overnight courier requiring acknowledgement of receipt of delivery or mailed by U.S. registered or certified mail, postage prepaid, to the parties hereto at the following addresses (or at such other address for a party hereto as shall be specified by like notice; provided that notices of a change of address shall be effective only upon receipt thereof):

If to Sellers or (pre-Closing) the Manager:

c/o Global Infrastructure Management, LLC
1345 Avenue of the Americas
New York, NY 10105
Attention: Partner and General Counsel

with a copy to:

Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77009

If to Acquiror or (post-Closing) the Manager:

c/o ONEOK, Inc.
100 West Fifth Street
Tulsa, OK 74103
Attention: Chief Legal Officer

with a copy to:

Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002

Section 11.4 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. No party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of all Parties. Any attempted assignment or transfer in violation of this Agreement shall be null, void and ineffective.

Section 11.5 Expenses. Except as otherwise set forth in this Agreement, each party hereto shall pay its own costs and expenses (including legal, accounting, financial advisory and consulting fees and expenses) incurred by such party in connection with the negotiation and consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

Section 11.6 Specific Performance. The Parties acknowledge and agree that a breach of this Agreement would cause irreparable damage to Acquiror and Sellers, and Acquiror and Sellers would not have an adequate remedy at Law. Therefore, the obligations of Acquiror and Sellers under this Agreement, including Sellers’ obligation to sell the Subject Interests to Acquiror and Acquiror’s obligation to purchase the Subject Interests from Sellers, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Each Party hereby agrees to waive the defense in any such suit that the other Party have an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of injunction or specific performance as a remedy, and hereby agrees to waive any requirement to post any bond in connection with obtaining such relief. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any Party may have under this Agreement or otherwise.

Section 11.7 Entire Agreement. This Agreement (including the Disclosure Schedules and Exhibits hereto), together with each of the other Transaction Documents, constitute the entire understanding and agreement among the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous discussions, agreements and understandings, whether written or oral.

Section 11.8 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction by any applicable Governmental Authority, (a) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, (b) such provision shall be invalid, illegal or unenforceable only to the extent strictly required by such Governmental Authority, (c) to the extent any such provision is deemed to be invalid, illegal or unenforceable, each Seller and Acquiror agrees that it shall use its commercially reasonable efforts to cause such Governmental Authority to modify such provision so that such provision shall be valid, legal and enforceable as originally intended to the greatest extent possible and (d) to the extent that the Governmental Authority does not modify such provision, each Seller and Acquiror agrees that they shall endeavor in good faith to exercise or modify such provision so that such provision shall be valid, legal and enforceable as originally intended to the greatest extent possible.

Section 11.9 Disclosure Schedules. The inclusion of any information (including dollar amounts) in any section of any schedule delivered by Sellers and the Manager to Acquiror in connection with this Agreement (the “Disclosure Schedules”) shall not be deemed to be an admission or acknowledgment by Sellers or the Manager that such information is required to be listed on such section of the relevant Disclosure Schedule (except to the extent this Agreement expressly states that such applicable section of the Disclosure Schedules is required to include such information) or is material to or outside the ordinary course of the business of the applicable Person to which such disclosure relates. Each disclosure item set forth in the Disclosure Schedules shall relate to the specific Section of the Agreement that corresponds to the number of such Schedule and to any other Section of this Agreement to which it is reasonably apparent on the face of such disclosure that such disclosure relates. The information contained in this Agreement, the Exhibits hereto and the Disclosure Schedules is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any Third Party of any matter whatsoever (including any violation of Law or breach of contract).

Section 11.10 Third Party Beneficiaries. This Agreement shall be binding upon and, except as provided below, inure solely to the benefit of the parties hereto and their respective successors and permitted assigns. None of the provisions of this Agreement shall be for the benefit of or enforceable by any Person other than the parties hereto, including any creditor of any party hereto or any of their Affiliates, except (a) Section 6.10, Article VIII and Section 11.15 shall inure to the benefit of the Persons referred to therein and (b) Section 11.13 shall inure to the benefit of the Persons referred to therein, but only to the extent such rights are exercised or pursued, if at all, by Acquiror acting on behalf of any such Person (which rights may be exercised in the sole discretion of Acquiror). The parties hereto reserve the right to amend, modify, terminate, supplement, or waive any provision of this Agreement or this entire Agreement, in accordance with Section 11.1 and Section 11.2, as applicable, without the consent or approval of any other Person. No party hereto shall have any direct liability to any permitted third party beneficiary, nor shall any permitted third party beneficiary have any right to exercise any rights hereunder for such third party beneficiary’s benefit except to the extent such rights are brought, exercised and administered by a party hereto. No Person other than the parties hereto shall obtain any right under any provision of this Agreement or shall by reason of any such provision make any claim in respect of any Liability (or otherwise) against any other parties hereto.

Section 11.11 Facsimiles; Electronic Transmission; Counterparts. This Agreement may be executed by facsimile or other electronic transmission (including scanned documents delivered by email) by any party hereto and such execution shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required. This Agreement may be executed in one or more counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document.

Section 11.12 Time of Essence. Time is of the essence in the performance of this Agreement.

Section 11.13 Non-Recourse.

(a) Each of the following is herein referred to as an “Acquiror Non-Recourse Party”: each of the Affiliates of Acquiror, each of their present, former and future partners, members, equityholders, officers, directors, managers, employees, agents and representatives, and each of the Affiliates and present, former and future partners, members equityholders, officers, director, managers, employees, agents and representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns; provided, however, the term Acquiror Non-Recourse Party expressly excludes Acquiror, any Person that is assigned any interest in any of the Transaction Documents, the Subject Interests or the Subject Entities to the extent of such assignment and, after the Closing, the Subject Entities. No Acquiror Non-Recourse Party shall have any liability or obligation to Sellers or their Affiliates (including for these purposes the Subject Entities) of any nature whatsoever in connection with or under this Agreement, or the transactions contemplated hereby, and Sellers hereby waive and release all claims of any such liability and obligation. Subject to Sellers’ right to specific performance under Section 11.6, this Agreement may only be enforced against, and any dispute, controversy, matter or claim based on, related to, or arising out of this Agreement, or the negotiation, performance, or consummation of this Agreement, may only be brought against, the entities that are expressly named as Parties, and then only with respect to the specific obligations set forth herein with respect to such Party. Subject to Section 11.10, each Acquiror Non-Recourse Party is expressly intended as a third-party beneficiary of this Section 11.13(a).

(b) Each of the following is herein referred to as a “Seller Non-Recourse Party”: each of the Affiliates of Sellers, each of their present, former and future partners, members, equityholders, officers, directors, managers, employees, agents and representatives, and each of the Affiliates and present, former and future partners, members equityholders, officers, director, managers, employees, agents and representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns; provided, however, the term Seller Non-Recourse Party expressly excludes Sellers. No Seller Non-Recourse Party shall have any liability or obligation to Acquiror or its Affiliates of any nature whatsoever in connection with or under this Agreement, or the transactions contemplated hereby, and Acquiror hereby waives and releases all claims of any such liability and obligation. Subject to Acquiror’s right to specific performance under Section 11.6, this Agreement may only be enforced against, and any dispute, controversy, matter or claim based on, related to, or arising out of this Agreement, or the negotiation, performance, or consummation of this Agreement, may only be brought against, the entities that are expressly named as Parties, and then only with respect to the specific obligations set forth herein with respect to such Party. Subject to Section 11.10, each Seller Non-Recourse Party is expressly intended as a third-party beneficiary of this Section 11.13(b).

Section 11.14 Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Acquiror and its Affiliates under or pursuant to the Commitment Letter or any other agreement entered into with respect to the Debt Financing), each of the parties to this Agreement on behalf of itself and each of its controlled Affiliates hereby: (a) agrees that any legal action (whether in law or in equity, whether in contract or in tort or otherwise), involving the Committed Financing Sources, arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the Laws of the State of New York (provided, however, that notwithstanding the forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (A) the interpretation of the definition of Subject Entities Material Adverse Effect (and whether or not a Subject Entities Material Adverse Effect has occurred), (B) the determination of the accuracy of any “specified acquisition agreement representation” (as such term or similar term may be defined in the Commitment Letter) and whether as a result of any inaccuracy thereof Acquiror or any of its Affiliates have the right to terminate its or their obligations hereunder pursuant to Section 9.1(c) decline to consummate the Closing as a result thereof pursuant to Article VII and (C) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, shall in each case be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Committed Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable legal requirements trial by jury in any legal action brought against the Committed Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Committed Financing Sources will have any liability to any of Sellers, the Subject Entities or their respective Affiliates relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of Sellers, the Subject Entities or their respective Affiliates shall bring or support any legal action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Committed Financing Sources relating to or in any way arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Committed Financing Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (x) that the Committed Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 11.14 (and the definitions of any terms used in this Section 11.14) and (y) to the extent any amendments to any provision of this Section 11.14 (or, solely as they relate to such Section, the definitions of any terms used in this Section 11.14) are materially adverse to the Committed Financing Sources, such provisions shall not be amended without the prior written consent of the Committed Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 11.14 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement between a Committed Financing Source and such party.

Section 11.15 Legal Representation. Each of the Parties acknowledges that Latham & Watkins LLP (“Latham”) currently serves as counsel to both (i) the Subject Entities and (ii) Sellers, including in connection with the negotiation, preparation, execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. Each of the Parties agrees that all communications and documents (or such portions of such communications and documents as applicable) exchanged in any form or format whatsoever between or among any of Latham, the Subject Entities or Sellers, or any of their respective Affiliates, that relate to the consideration, negotiation, documentation and consummation of the Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby or any alternative transaction at or prior to the Closing (collectively, the “Deal Communications”) shall be deemed to be retained and owned solely by Sellers. All Deal Communications that are subject to the attorney-client privilege, the attorney work product doctrine or any other privilege or protection (collectively, the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sellers, shall be controlled solely by Sellers and shall not pass to or be claimed by Acquiror or any of its Affiliates. Latham shall not have any duty whatsoever to reveal or disclose any Deal Communications, Privileged Deal Communications or files to Acquiror or its Affiliates by reason of any attorney-client relationship between Latham and the Subject Entities. To the extent that files or other materials maintained by Latham constitute property of its clients, only Sellers shall hold such property rights with respect to any representation prior to the Closing of the Subject Entities, and Latham shall have no duty to reveal or disclose any such files or other materials by reason of any attorney-client relationship between Latham, on the one hand, and the Subject Entities, on the other hand. This Section 11.15 is for the benefit of Sellers and Latham, and Latham is an express third-party beneficiary of this Section 11.15. This Section 11.15 shall be irrevocable, and no term of this Section 11.15 may be amended, waived or modified without the prior written consent of Latham.

* * * * *

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement, effective as of the date first above written.

Signature Page to Purchase Agreement

Signature Page to Purchase Agreement

Signature Page to Purchase Agreement

Exhibit A

DEFINITIONS

“2024 Budgets” means the fiscal 2024 budgets and capital expenditure plans of the Subject Entities, which have been made available to Acquiror.

“Acquiror” has the meaning specified in the preamble.

“Acquiror Material Adverse Effect” means any event, change, fact, development, circumstance, condition or occurrence that would materially impair the ability of Acquiror or its Affiliates to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede Acquiror’s or any of its Affiliates’ consummation or performance of the transactions or obligations under the Transaction Documents.

“Acquiror Non-Recourse Party” has the meaning specified in Section 11.13(a).

“Acquisition Transaction” has the meaning specified in Section 6.12.

“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition and the definition of Subsidiary, “control” (including, with correlative meanings, “controlling,” “controlled by” and “under common control with”) means, with respect to a Person, the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of equity interests, including but not limited to voting securities, by contract or agency or otherwise. For purposes of this Agreement and the other Transaction Documents, (a) except where otherwise noted, the Subject Entities shall not be considered Affiliates of GIM (include Sellers), or, prior to the Closing, Acquiror, (b) “Affiliate” shall not include, and no provisions of this Agreement shall be applicable to the direct or indirect portfolio companies of investment funds advised or managed by GIM or its Affiliates, unless any of such Persons receives “Confidential Information” (as defined in the Confidentiality Agreement) or is assigned any interest in any of the Transaction Documents, the Subject Interests or the Subject Entities, and (c) “Affiliate” shall not include any joint venture unless such joint venture is also a Subsidiary.

“Agreement” has the meaning specified in the preamble.

“Antitrust Authority” means any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Laws.

“Antitrust Laws” means the HSR Act, the Sherman Act, the Clayton Act, the FTC Act or any other Law designed or intended to govern antitrust, competition, trade, merger control or foreign investment, or to prohibit, restrict or regulate actions with the purpose or effect of monopolization, restraint of trade, lessening of competition, or foreign investment for the purpose of national security, public order, or defense matters.

“Assignment of Interests” has the meaning specified in Section 7.4(a).

“Benefit Plan” means any (i) “employee benefit plan” (within the meaning of ERISA), (ii) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement, including employer stock and incentive plans, (iii) severance, change in control, employment, consulting, retirement, retention or termination plan, program, agreement, policy or arrangement or (iv) other compensation or benefit plan, program, agreement, policy, practice, contract or arrangement and whether or not subject to ERISA, including all bonus, cash or equity-based incentive, deferred compensation, stock purchase, health, medical, dental, disability, accident, life insurance, or vacation, paid time off, perquisite, fringe benefit, severance, change of control, retention, employment, separation, retirement, pension, or savings, plans, programs, policies, agreements or arrangements.

“Business Day” means any day other than a Saturday, a Sunday or a legal holiday for commercial banks in New York, New York.

“Closing” has the meaning specified in Section 2.3.

“Closing Date” has the meaning specified in Section 2.3.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment Letter” has the meaning specified in Section 5.6(b).

“Committed Financing Sources” means each Debt Financing Source party to the Commitment Letter or that has otherwise entered into any committed agreements with respect to any Debt Financing, including any other commitment letter or other documentation with respect to any permanent financing and any amendments, supplements, joinder agreements and definitive documentation relating thereto, together with their respective Affiliates, officers, directors, employees, agents, advisors, and representatives and their respective successors and permitted assigns.

“Common Unit” has the meaning specified in the MLP Partnership Agreement.

“Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of May 30, 2024, by and between Acquiror and Global Infrastructure Management, LLC.

“Continuing Employees” has the meaning specified in Section 6.14(a).

“Contract” means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, evidence of indebtedness, security agreement, lease, easement, right of way agreement, sublease, license, commitment, subcontract, or any other arrangement, understanding, undertaking, obligation, commitment or legally enforceable agreement, whether written or oral.

“Courts” has the meaning specified in Section 10.1(a).

“Covered Person” has the meaning specified in Section 6.10(b).

“Deal Communications” has the meaning specified in Section 11.15.

“Debt Financing” means any debt financing incurred, including the public offering or private placement of debt securities, borrowing under revolving, long-term or bridge loans, in each case by Acquiror in connection with the transactions contemplated by this Agreement.

“Debt Financing Sources” means any underwriter, initial purchaser, syndicate or other group engaged for any and all purposes of the Debt Financing, including the parties providing or arranging financing pursuant to any commitment letters, engagement letters, underwriting agreements, securities purchase agreements, sales agreements, indentures, credit or joint venture participations or other agreements entered pursuant thereto or relating thereto, together with their Affiliates, officers, directors, employees, agents, advisors, and representatives and their respective successors and permitted assigns.

“Disclosure Schedules” has the meaning specified in Section 11.9.

“ELK” has the meaning specified in the recitals.

“ELK Benefit Plans” means all Benefit Plans sponsored, maintained, contributed to or required to be contributed to by the Subject Entities, or under which the Subject Entities have any Liability, including on account of any ERISA Affiliate.

“ELK Credit Agreement” means that certain Amended and Restated Revolving Credit Agreement, dated as of June 3, 2022, by and among ELK, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each of the Lenders and other L/C Issuers party thereto, as amended, restated, amended and restated, supplemented or otherwise modified in a manner not prohibited hereby from time to time.

“ELK Equity Awards” means the ELK RIU Awards and the ELK PU Awards.

“ELK LTIP” means collectively the ELK 2014 Long-Term Incentive Plan, as amended and restated, and, with respect to a particular ELK Equity Award, the applicable award agreement granted thereunder.

“ELK Operating Agreement” has the meaning specified in Section 2.2(b).

“ELK PU Awards” means an award of performance units in respect of ELK Units.

“ELK Receivables Facility” means that certain Receivables Financing Agreement, dated as of October 21, 2020, by and among EnLink Midstream Funding, LLC, as borrower, EnLink Midstream Operating, LP, as initial servicer, PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as structuring agent, and the other lenders from time to time party thereto, as amended by that certain First Amendment to the Receivables Financing Agreement, dated as of February 26, 2021, that certain Second Amendment to the Receivables Financing Agreement, dated as of September 24, 2021, that certain Third Amendment to the Receivables Financing Agreement, dated as of August 1, 2022 and as further amended, restated, amended and restated, supplemented or otherwise modified in a manner not prohibited hereby from time to time.

“ELK RIU Awards” means an award of restrictive incentive units in respect of ELK Units.

“ELK SEC Reports” means all periodic reports, current reports and registration statements, including exhibits and other information incorporated therein, required to be filed or actually filed or furnished by ELK with the SEC under the Exchange Act or the Securities Act, since December 31, 2021.

“ELK Units” has the meaning specified in the recitals.

“Emergency” means any sudden, unexpected or abnormal event which causes, or imminently risks causing, physical damage to or the endangerment of the safety or operational condition of any property, endangerment of health or safety of any Person, or death or injury to any Person, or damage to the environment, in each case, whether caused by war (whether declared or undeclared), acts of terrorism, weather events, epidemics, outages, explosions, regulatory requirements, blockades, insurrections, riots, landslides, earthquakes, storms, hurricanes, lightning, floods, extreme cold or freezing, extreme heat, washouts, force majeure declared by a third party, acts of Governmental Authorities, including, but not limited to, confiscation or seizure, or otherwise.

“Encumbrances” means any mortgage, deed of trust, encumbrance, charge, claim, equitable or other interest, easement, right of way, building or use restriction, lease, license, lien, option, pledge, security interest, purchase rights, preemptive right, right of first refusal or similar right or adverse claim or restriction of any kind.

“Enforceability Exceptions” has the meaning specified in Section 3.2.

“Environmental Laws” means all Laws relating to the protection, preservation or restoration of the environment (including natural resources), pollution, public health and safety (solely as it relates to exposure to Hazardous Materials), occupational health and safety, or imposing liability or standards of conduct concerning the generation, use, storage, management, treatment, transportation, disposal or arrangement for disposal, Release of, or exposure to any Hazardous Material.

“ERISA” means the Employee Retirement Income Security Act of 1974, including the regulations and published interpretations thereunder.

“ERISA Affiliate” means, with respect to any Person, trade or business, any other person, trade or business (whether or not incorporated), that together with such first person, trade or business, is, or was at a relevant time, treated as a single employer or under common control, in either case, under or within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder.

“FERC” has the meaning specified in Section 4.21(a).

“Fraud” means an actual and intentional common law fraud under Delaware law with respect to any representations or warranty by a Party or the Manager in Article III, Article IV, Article V or Section 7.4(b), as applicable, which is made or concealed with the intent of inducing another Party (or the Manager) to enter into this Agreement and upon which such other Party (or the Manager) has justifiably relied (and does not include any fraud claim based on constructive knowledge, negligent misrepresentation, recklessness or a similar theory).

“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.

“General Partner” means EnLink Midstream GP, LLC, a Delaware limited liability company.

“GIM” means Global Infrastructure Management, LLC.

“Governmental Authority” means any (a) federal, state, local, foreign, tribal or municipal government, or any subsidiary body thereof or (b) governmental or quasi-governmental authority of any nature, including, (i) any governmental agency, commission, branch, department, official, or entity, (ii) any court, judicial authority, or other tribunal, and (iii) any arbitrator or arbitral body (public or private) or tribunal.

“Hazardous Material” shall mean (a) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (b) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, (c) any petroleum hydrocarbons, petroleum or petroleum product or byproduct, petroleum substances, natural gas, crude oil, or any components, fractions or derivative thereof, (d) any polychlorinated biphenyl, per and polyfluoroalkyl substances, asbestos or radiation and (e) any chemical, product, material, substance, waste or substance for which standards of conduct or liability are imposed pursuant to, regulated under, or that is defined as or included in the definition of “hazardous substance,” “hazardous material,” “hazardous waste,” “restricted hazardous waste,” “extremely hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” or “toxic pollutant” pursuant to, any Environmental Law.

“HSR Act” shall have the meaning specified in Section 3.4.

“ICA” has the meaning specified in Section 4.21(a).

“Indemnified Party” shall have the meaning specified in Section 8.2.

“Indemnifying Party” shall have the meaning specified in Section 8.3(a).

“Inside Date” means October 12, 2024.

“Intellectual Property” means any and all proprietary and intellectual property rights, under the Law of any jurisdiction, both statutory and common law rights, including: (a) utility models, supplementary protection certificates, statutory invention registrations, patents and applications for same, and extensions, divisions, continuations, continuations-in-part, reexaminations, and reissues of the foregoing; (b) trademarks, service marks, trade names, slogans, domain names, logos, and trade dress (including all goodwill associated with the foregoing), and registrations and applications for registrations of the foregoing; (c) copyrights, moral rights, database rights, other rights in works of authorship and registrations and applications for registration of the foregoing; and (d) Trade Secrets.

“Latham” has the meaning specified in Section 11.15.

“Law” means any domestic or foreign federal, state, local, tribal, municipal, or other administrative order, constitution, law, Order, ordinance, rule, code, case, decision, regulation, statute, act, tariff or treaty, or other requirements (including common law) with similar effect of any Governmental Authority or any binding provisions or interpretations of the foregoing.

“Liability” means, collectively, any direct or indirect indebtedness, commitment, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation, contingency, responsibility or other liability, in each case, whether fixed or unfixed, asserted or unasserted, known or unknown, liquidated or unliquidated, due or to become due, accrued or unaccrued, absolute, contingent or otherwise.

“Loss” means as to any specified Person, any losses, costs, damages, claim, obligations, deficiencies, demands, judgments, assessments, awards, Taxes, amounts paid in settlement, interests, expenses (including litigations costs, costs of investigation and defense and reasonable fees of and actual disbursements by attorneys, consultants, experts or other representatives), fines of, penalties on, or liabilities of any other nature of that Person.

“Manager” has the meaning specified in the preamble.

“Manager Interests” has the meaning specified in the recitals.

“Manager’s Knowledge” means the actual knowledge of those persons set forth on Schedule A – 1 (as of the date hereof and as of the Closing, so long as such person remains an employee of a Subject Entity as of the Closing), after due inquiry.

“Material Contracts” means:

(i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);

(ii) any Contract that expressly imposes any material restriction on the right or ability of ELK and its Subsidiaries, taken as a whole, to compete with any other Person or acquire or dispose of the securities of any other Person;

(iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of ELK or any of its Subsidiaries in an amount in excess of $100 million;

(iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between ELK and its Subsidiaries or among ELK’s Subsidiaries;

(v) any Contract expressly limiting or restricting the ability of ELK or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be;

(vi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by ELK or any of its Subsidiaries in excess of $100 million;

(vii) any Labor Agreement;

(viii) any Contract that is a settlement, conciliation or similar agreement pursuant to which ELK or any of its Subsidiaries will have outstanding obligation after the date of this Agreement in an amount in excess of $25 million or that contains any ongoing obligations, restrictions or liabilities (of any nature) that are material to the Subject Entities; and

(ix) any material lease or sublease with respect to ELK’s real property, other than capacity leases and storage leases, in each case, entered into in the ordinary course of business and that during the twelve months ended June 30, 2024 individually required, or is reasonably expected in the future to require, annual revenues or payments by ELK and its Subsidiaries in excess of $100 million.

“MLP” means EnLink Midstream Partners, LP, a Delaware limited partnership.

“MLP Partnership Agreement” means the Eleventh Amended and Restated Agreement of Limited Partnership of EnLink Midstream Partners, LP, dated as of September 8, 2023.

“NGA” has the meaning specified in Section 4.21(a).

“Order” means any award, decision, preliminary or permanent injunction, judgment, order, ruling, stipulation, subpoena, writ, decree or verdict entered, issued, made or rendered by any Governmental Authority.

“Organizational Document” means (a) with respect to a corporation, the articles or certificate of incorporation and bylaws thereof together with any other governing agreements or instruments of such corporation or the shareholders thereof, each as amended, (b) with respect to a limited liability company, the certificate of formation and the operating or limited liability company agreement or regulations thereof, or any comparable governing instruments, each, as amended, (c) with respect to a partnership, the certificate of formation and the partnership agreement of the partnership and, if applicable, the Organizational Documents of such partnership’s general partner, or any comparable governing instruments, each as amended and (d) with respect to any other Person, the organizational, constituent or governing documents or instruments of such Person, each as amended.

“Other Sources” means other sources of funds immediately available to Acquiror.

“Outside Date” has the meaning specified in Section 9.1(f).

“Party” means, as applicable, Acquiror or any Seller.

“Permits” has the meaning specified in Section 4.9(b).

“Permitted Encumbrances” means, with respect to any Person, (a) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Encumbrances or purchase money security interests, in each case, arising in the ordinary course of business which are not yet delinquent or which are being contested in good faith by appropriate Proceedings; (b) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (c) Encumbrances for Taxes not yet due and payable or which are being contested in good faith by appropriate Proceedings and for which adequate accruals or reserves have been established in accordance with GAAP; (d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations and surety and appeal bonds; (e) Encumbrances created pursuant to construction, operating and maintenance agreements, space lease agreements and other similar agreements, in each case having ordinary and customary terms and entered into in the ordinary course of business by such Person and its subsidiaries, which do not materially impair the value or materially and adversely affect the continued ownership, use or operation of the property for the purpose for which the property is currently being used by such Person or its subsidiaries; (f) with respect to any item of real property, title exceptions, defects in title, encumbrances, liens, charges, easements, rights-of-way, covenants, declarations, restrictions, restrictive covenants, revocable interests and other matters, whether or not of record, which do not materially impair the value or materially and adversely affect the continued ownership, use or operation of the property for the purposes for which the property is currently being used by such Person or its subsidiaries or that would be shown by an accurate survey; (g) with respect to the Subject Entities, Encumbrances disclosed in any ELK SEC Report or otherwise securing liabilities reflected therein (including the ELK Credit Agreement and the ELK Receivables Agreement) or any indebtedness permitted under Section 6.3(b); (h) with respect to any equity interests or other securities, Encumbrances imposed by any applicable securities Laws or contained in the Organizational Documents of such applicable entity; (i) Encumbrances imposed by the terms and conditions of any Permit held by such Person; (j) with respect to the Subject Interests and the Subject Entities, Encumbrances created by this Agreement or any Transaction Document, or otherwise created by or in favor of Acquiror, including due to any examination or inspection of Acquiror; (k) Encumbrances securing obligations which shall be paid off in full or otherwise discharged at or prior to the Closing, (l) with respect to the Subject Entities, Encumbrances securing obligations under capital or finance leases which are to remain outstanding after Closing where all amounts due and owing have been paid current and (m) Encumbrances related to such Person and disclosed in Schedule A – 2.

“Permitted Seller Securities Encumbrances” has the meaning specified in Section 3.5.

“Person” means any individual, partnership, limited partnership, limited liability company, corporation, joint venture, trust, cooperative, association, foreign trust, unincorporated organization, foreign business organization or Governmental Authority or any department or agency thereof, and the heirs, executors, administrators, legal representatives, successors, and assigns of such “Person” where the context so permits.

“Privileged Deal Communications” has the meaning specified in Section 11.15.

“Proceedings” means any public or non-public claim, action, arbitration, mediation, audit, hearing, investigation, proceeding, litigation or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority, arbitrator, or mediator.

“PUHCA” has the meaning specified in Section 4.21(a).

“Purchase Price” has the meaning specified in Section 2.1(a).

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dispersion, migration, dumping, releasing or disposing into, on, under or through the environment.

“Representative” means, with respect to any Person, any director, manager, officer, agent, employee or advisor, including attorneys, accountants, consultants and financial advisors, of such Person.

“Resigning Directors” has the meaning specified in Section 6.9.

“Sarbanes-Oxley Act” has the meaning specified in Section 4.7.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933 and the rules and regulations of the SEC promulgated thereunder.

“Seller Fundamental Representations” means the representations and warranties contained in Section 3.1(a) (Organization), Section 3.2 (Validity of Agreement; Authorization), Section 3.5 (Ownership of the Subject Interests), Section 3.6 (Brokers), Section 4.1(a) (Organization) and Sections 4.4(a) and 4.4(e) (Subject Entities Capitalization; Subsidiaries).

“Seller I” has the meaning specified in the preamble.

“Seller I Units” has the meaning specified in the recitals.

“Seller II” has the meaning specified in the preamble.

“Seller Material Adverse Effect” means any event, change, fact, development, circumstance, condition or occurrence that would materially impair the ability of Sellers to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede Sellers’ consummation or performance of the transactions or obligations under the Transaction Documents.

“Seller Non-Recourse Party” has the meaning specified in Section 11.13(b).

“Seller Units” has the meaning specified in the recitals.

“Sellers” has the meaning specified in the preamble.

“Sellers’ Knowledge” means the actual knowledge of those persons set forth on Schedule A – 3, after due inquiry.

“Series B Preferred Units” has the meaning specified in the MLP Partnership Agreement.

“Series C Preferred Units” has the meaning specified in the MLP Partnership Agreement.

“Significant Subsidiary” means each “significant subsidiary” of ELK pursuant to Rule 1-02(w) of Regulation S-X.

“Specified Regulatory Approvals” means those approvals set forth on Schedule 11.15(a).

“Subject Entities” means the Manager, ELK and each of their respective consolidated Subsidiaries.

“Subject Entities Material Adverse Effect” means any event, change, fact, development, circumstance, condition or occurrence that is materially adverse to, or has had a material adverse effect on or change in, on or to the business, condition (financial or otherwise) or operations of the Subject Entities, taken as a whole; provided, however, that, none of the following events, changes, facts, developments, circumstances, conditions or occurrences (either alone or in combination) shall be taken into account for purposes of determining whether or not a Subject Entities Material Adverse Effect has occurred: (a) changes in general local, domestic, foreign, or international economic conditions; (b) changes affecting generally the industries or markets in which such Person operates (including changes in commodity prices or interest rates); (c) acts of war, sabotage or terrorism, military actions or the escalation thereof, weather conditions or other force majeure events or acts of God, including any material worsening of any of the foregoing conditions threatened or existing as of the date of this Agreement; (d) the announcement (in accordance with the terms of this Agreement) or performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby, including any disruption of customer or supplier relationships, loss of any employees or independent contractors of any Subject Entity or actions taken or not taken specifically consented to by Acquiror (including any waiver by Acquiror of any conditions precedent set forth in Section 7.1 or Section 7.2), provided that the exception set forth in this clause (d) shall not apply in connection with any representation or warranty set forth in Section 4.2, or any condition insofar as it relates to any such representation or warranty; (e) any changes in the applicable Laws or accounting rules or principles, including changes required by GAAP or interpretations thereof; (f) any failure of any Subject Entity to meet any internal or published projections, estimates or expectations of such Subject Entity’s revenue, earnings or other financial performance or results of operations for any period, or any failure by any Subject Entity to meet its internal budgets, plans or forecasts of its revenue, earnings or other financial performance of results of operations (it being understood, in each case, that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a Subject Entities Material Adverse Effect may be taken into account) and (g) any changes in (i) the market price or trading volume of the equity securities of any Subject Entity (and the associated costs of capital) or (ii) the credit rating of any Subject Entity or the indebtedness of any Subject Entity (it being understood, in each case, that the facts or occurrences giving rise or contributing to such change that are not otherwise excluded from the definition of a Subject Entities Material Adverse Effect may be taken into account); except, in the case of clauses (a) through (c) and clause (e), to the extent disproportionately affecting the Subject Entities as compared with other Persons in the same industry and then only such disproportionate impact shall be considered.

“Subject Interests” has the meaning specified in the recitals.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity, whether incorporated or unincorporated, of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof, (b) if a partnership (whether general or limited), a general partner interest is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof or (c) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses.

“Tax” means all taxes, charges, fees, imposts levies, or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, social security, unemployment, excise, estimated, severance, stamp, occupation, property, or other taxes, customs duties, fees, assessments, or charges, or other tax of any kind whatsoever, including all interest and penalties thereon, and additions to tax or additional amounts, imposed by any Governmental Authority.

“Tax Returns” means any return, declaration, report, claim for refund, estimate, information, rendition, statement or other document pertaining to any Taxes filed or required to be filed with a Governmental Authority, and including any attachments or supplements or amendments thereto.

“Third Party” means any Person other than (a) a Party, (b) an Affiliate of a Party or (c) the Subject Entities or any of their respective Subsidiaries.

“Third Party Claim” shall have the meaning specified in Section 8.3(b).

“Trade Secrets” means trade secrets and rights in confidential information, including confidential technical or non-technical data, information or know how, customer information, lists of actual or potential customers or suppliers, financial data, financial plans, product plans, formulas, patterns, processes, techniques, methods, compilations, programs (including computer software and related source code), and other non-public information similar to any of the foregoing, whether or not patentable.

“Transaction Documents” means, collectively, this Agreement and the Confidentiality Agreement.

“Transfer Taxes” has the meaning specified in Section 6.13.

“Treasury Regulations” means the final or temporary regulations promulgated by the U.S. Department of the Treasury under the Code.

“Willful Breach” means, with respect to any Party, that such Party willfully takes an action or refuses to perform or take an action in violation of this Agreement with the knowledge that such refusal or taking of such action would cause or result in the breach of any material pre-Closing covenant or agreement applicable to such Party. If a Party is obligated hereunder to use its commercially reasonable efforts or reasonable best efforts to perform an action or to achieve a result, the intentional failure to use such commercially reasonable efforts or reasonable best efforts, as applicable, would constitute a Willful Breach. In addition, if all of the conditions in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and any Party fails to consummate the transactions contemplated by this Agreement within three Business Days following receipt of notice from another Party that all of the conditions in Article VII have been satisfied or waived, then such Party’s failure to consummate the transactions contemplated by this Agreement would constitute a Willful Breach.

Exhibit B

FORM OF ASSIGNMENT OF SUBJECT INTERESTS

[Omitted.]

Exhibit B – 1

Exhibit 2.2 

PURCHASE AND SALE AGREEMENT

BY AND AMONG

GIP III TROPHY GP 2, LLC,

GIP III TROPHY ACQUISITION PARTNERS, L.P.,

MEDALLION MANAGEMENT, L.P.

AND

ONEOK, INC.

August 28, 2024

TABLE OF CONTENTS

Exhibits

Exhibit A – Accounting Principles and Sample Calculations

Exhibit B – Form of Assignment Agreement

Exhibit C – Form of Mutual Release

Exhibit D – Form of Escrow Agreement

Exhibit E – Joinder Agreement

Disclosure Schedule

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”), dated as of August 28, 2024 (the “Signing Date”), is entered into by and among GIP III Trophy GP 2, LLC, a Delaware limited liability company (the “General Partner”), GIP III Trophy Acquisition Partners, L.P., a Delaware limited partnership (“Trophy Acquisition”), Medallion Management, L.P., a Delaware limited partnership (“Medallion Management,” and together with the General Partner and Trophy Acquisition, collectively, the “Sellers,” and each individually, a “Seller”), and ONEOK, Inc., an Oklahoma corporation (the “Purchaser”). The Sellers and the Purchaser are referred to in this Agreement from time to time each as a “Party” and collectively, as the “Parties.”

RECITALS

WHEREAS, the General Partner has been admitted as the general partner of GIP III Trophy Intermediate Holdings, L.P., a Delaware limited partnership (the “Partnership”), without having acquired a partnership interest of the Partnership (such admission and the rights and obligations associated therewith, the “General Partner Interests”);

WHEREAS, Trophy Acquisition and Medallion Management collectively own 100% of the issued and outstanding limited partnership interests of the Partnership (such limited partnership interests, the “Partnership Interests”);

WHEREAS, the Partnership owns, directly or indirectly, 100% of the issued and outstanding membership interests or limited partnership interests, as applicable, of the Partnership Subsidiaries (collectively, the “Subsidiary Interests”);

WHEREAS, the Partnership indirectly owns 40.0% of the issued and outstanding membership interests of MMP (the “MMP Interests”); and

WHEREAS, subject to the terms and conditions of this Agreement, the Sellers desire to sell, assign, transfer and convey to the Purchaser, and the Purchaser desires to purchase and acquire from the Sellers, the General Partner Interests and the Partnership Interests (collectively, the “Purchased Interests”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I
DEFINITIONS AND CONSTRUCTION

Section 1.01 Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below:

“1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Accounting Principles Consistently Applied” means GAAP, with such adjustments thereto or deviations therefrom consistently applied in the preparation of the sample calculations set forth on Exhibit A.

“Action” means any notice of violation, citation, action, claim, suit, charge, complaint, audit, investigation, arbitration or similar proceeding by or before any Governmental Authority.

“Adjusted Purchase Price” has the meaning given to it in Section 2.01(b).

“Affiliate” with respect to any Person, means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such Person. As used in this definition, the term “control,” including the correlative terms “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by Contract or otherwise. Notwithstanding the foregoing, no member of the GIP Group shall be deemed an Affiliate of the Sellers or any of the Sellers’ Subsidiaries under this Agreement other than for purposes of Section 3.23(b) (Disclaimer), Section 7.03 (Access), Section 7.05 (Insurance), Section 7.07 (Books and Records), Section 12.03 (No Survival), Section 12.15 (Non-Recourse), Section 12.16 (Privileged Communications), the definition of “Contributed Cash” and the definition of “Distributed Cash”. For avoidance of doubt, each member of the Partnership Group shall be an Affiliate of the Sellers prior to the Closing, and each member of the Partnership Group shall be an Affiliate of the Purchaser from and after the Closing.

“Affiliate Contract” has the meaning given to it in Section 3.11(a)(ii).

“Agreed Tax Treatment” has the meaning given to it in Section 10.08(a).

“Agreement” has the meaning given to it in the preamble.

“Allocation” has the meaning given to it in Section 10.08(b).

“Assignment Agreement” has the meaning given to it in Section 2.03(b).

“Base Purchase Price” means $2,434,300,000.

“Benefit Period” has the meaning given to it in Section 7.10(b).

“Benefit Plan” means each (a) “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (whether or not such plan is subject to ERISA), and (b) pension, profit-sharing, savings, retirement, incentive compensation, bonus, commission or deferred compensation, retention, severance, termination or change in control, equity purchase, equity option, phantom equity or other equity-based compensation, vacation practice or other paid time off, disability, death benefit, group insurance, hospitalization, medical, dental, life or other employee benefit, fringe benefit or compensation plan, program, arrangement, agreement, policy or commitment which is not described in clause (a) above.

“Books and Records” means all documents, instruments, papers, books and records, books of account, files, data and certificates of the Target Companies, including the Target Companies’ Organizational Documents.

“Business” means the entire existing business and operations carried on by the Target Companies as of the Signing Date in the manner conducted as of the Signing Date.

“Business 401(k) Plan” has the meaning given to it in Section 7.10(e).

“Business Benefit Plan” has the meaning given to it in Section 3.13(b).

“Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of New York or the State of Texas are authorized or obligated to close.

“Business Employee” means all employees on the payroll of a member of the Partnership Group or co-employed by a member of the Partnership Group.

“Capital Projects” has the meaning given to it in Section 3.19.

“Cash” means all cash and cash equivalents, including deposits, marketable securities, any checks received (but not yet deposited), any drafts and wires issued (but not yet drawn) and any cash collateral accounts, but excluding Restricted Cash.

“Central Prevailing Time” means the time of day in Dallas, Texas.

“Closing” has the meaning given to it in Section 2.02.

“Closing Date” means the date on which the Closing occurs.

“Closing Election” has the meaning given to it in Section 2.02.

“Closing Escrow Funds” means $25,000,000.

“Closing Transaction Expenses” means the aggregate amount of Transaction Expenses as of the Closing.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Confidentiality Agreement” means that certain Confidentiality Agreement by and between Medallion Gathering & Processing, LLC and the Purchaser, dated February 14, 2024.

“Consents” means any consents, approvals, exemptions, waivers, authorizations, filings, registrations or notifications.

“Construction and Operating Agreement” means that certain Construction and Operating Agreement, by and between MMP and Medallion Operating Company, LLC.

“Continuing Employee” means each Business Employee who is employed on the payroll of a member of the Partnership Group immediately prior to the Closing.

“Contract” means any written or binding oral agreement, contract, lease, license, loan, debenture, note, bond, mortgage, indenture, or other legally binding instrument, commitment, arrangement or undertaking (including the Target Leases and Target Easements, but excluding, for the avoidance of doubt, any Permits).

“Contributed Cash” means any amounts of Cash contributed by the Sellers or their Affiliates (excluding any Target Company) to any Target Company between the Effective Time and Closing (without duplication) (excluding any contributions the proceeds of which were used to pay down Indebtedness for borrowed money).

“COTS” means generally available, commercial “off-the-shelf,” “click-wrap,” “shrink-wrap” or “browser-wrap” software (a) that is licensed to any member of the Target Companies on a non-exclusive basis and (b) with a replacement cost or aggregate annual license and maintenance fee of not more than $100,000.

“Covered Persons” has the meaning given to it in Section 7.06(a).

“D&O Insurance” has the meaning given to it in Section 7.06(b).

“Disclosure Schedule” means the disclosure schedule prepared by the Sellers and attached to this Agreement.

“Dispute Notice” has the meaning given to it in Section 2.05(b).

“Dispute Period” has the meaning given to it in Section 2.05(b).

“Disputed Item” has the meaning given to it in Section 2.05(b).

“Distributed Cash” means any dividends or distributions made by a Target Company to the Sellers or their Affiliates (excluding the Target Companies), in each case between the Effective Time and Closing.

“DoublePoint Group” has the meaning given to it in the MMP LLCA.

“DP Change in Control Notice” has the meaning given to it in Section 7.12.

“DP Exercise” has the meaning given to it in Section 7.12.

“Easement” means any Contract granting an easement, right-of-way, servitude or similar non-possessory interest in any real property.

“Effective Time” means 12:01 a.m. Central Prevailing Time on July 1, 2024.

“Effective Time Cash” means the aggregate amount of (a) the Cash of the Partnership Group, plus (b) the pro rata portion of the Cash of the MMP Group (based on the Partnership Group’s percentage equity interest in the MMP Group), in each case as of the Effective Time.

“Effective Time Indebtedness” means the aggregate amount of (a) the Indebtedness of the Partnership Group, plus (b) the pro rata portion of the Indebtedness of the MMP Group (based on the Partnership Group’s percentage equity interest in the MMP Group), in each case as of the Effective Time.

“Emergency Operations” means the operations necessary or advisable to respond to or alleviate the imminent or immediate compromise of (a) the health or safety of any Person or the environment, (b) the safety or operations of the Business, (c) the validity of a Permit or (d) compliance with any Contract or Law to which a Target Company is a party or subject.

“Engagement Date” has the meaning given to it in Section 2.05(e).

“Environmental Law” means any Law, in effect on or prior to the Closing Date, pertaining to public or worker health or safety (to the extent related to exposure to Hazardous Materials), pollution, the protection of the environment and/or natural resources, the emission or control of any greenhouse gas, including methane, or the use, generation, handling, treatment, storage, recycling or transportation of, or exposure to, Hazardous Materials or Releases, including the Clean Air Act, the Federal Water Pollution Control Act, the Oil Pollution Act of 1990, the Safe Drinking Water Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Hazardous and Solid Waste Amendments Act of 1984, the Toxic Substances Control Act, the Occupational Safety and Health Act (to the extent related to exposure to Hazardous Materials) and comparable state and local counterparts; provided, however, that “Environmental Law” shall include any Law relating to public or worker health or safety matters only to the extent related to exposure to Hazardous Material.

“Environmental Permit” means any Permit issued or required pursuant to Environmental Laws.

“Equity Interests” means, with respect to any Person that is not a natural person, (a) any capital stock, partnership interests (whether general or limited), membership interests and any other equity interests or share capital of such Person, (b) any warrants, Contracts or other rights or options to subscribe for or to purchase any of the interests of such Person described in (a) above, (c) any share appreciation rights, phantom share rights, equity participation rights or other similar rights measured by or settled into any of the interests of such Person described in (a) above or such Person’s business and (d) any securities or instruments exchangeable for or convertible or exercisable into any of the foregoing or with any profit participation features with respect to such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means, with respect to any person, trade or business, any other person, trade or business (whether or not incorporated), that together with such first person, trade or business, is, or was at a relevant time, treated as a single employer or under common control, in either case, under or within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“ERISA Effective Date” has the meaning given to it in Section 7.10(e).

“Escrow Account” means the escrow account set up to hold the Closing Escrow Funds in accordance with the Escrow Agreement.

“Escrow Agent” means JPMorgan Chase Bank, N.A., or any successor thereto.

“Escrow Agreement” means an Escrow Agreement, substantially in the form attached hereto as Exhibit D, by and among the Purchaser, the Sellers and the Escrow Agent.

“Estimated Effective Time Cash” has the meaning given to it in Section 2.01(c).

“Estimated Effective Time Indebtedness” has the meaning given to it in Section 2.01(c).

“Estimated Closing Transaction Expenses” has the meaning given to it in Section 2.01(c).

“Estimated Contributed Cash” has the meaning given to it in Section 2.01(c).

“Estimated Distributed Cash” has the meaning given to it in Section 2.01(c).

“Estimated DoublePoint Payment” has the meaning given to it in Section 2.01(c).

“Excess Amount” has the meaning given to it in the MMP LLCA.

“Excluded Communications” has the meaning given to it in Section 12.16.

“FERC” has the meaning given to it in Section 3.21(a).

“Final Effective Time Cash” has the meaning given to it in Section 2.05(e).

“Final Effective Time Indebtedness” has the meaning given to it in Section 2.05(e).

“Final Closing Transaction Expenses” has the meaning given to it in Section 2.05(e).

“Final Contributed Cash” has the meaning given to it in Section 2.05(e).

“Final Distributed Cash” has the meaning given to it in Section 2.05(e).

“Final Post-Closing Adjustment Amount” has the meaning given to it in Section 2.05(f).

“Financial Statements” means the Partnership Financial Statements, the MMA Financial Statements and the MMP Financial Statements.

“Financing” means any debt incurred or equity securities issued or to be issued, including in a public offering or private placement or borrowing under revolving, long-term or bridge loans, in each case by the Purchaser or any of its Subsidiaries in connection with the Transactions.

“Financing Sources” means any underwriter, initial purchaser, syndicate or other group engaged for any and all purposes of any Financing, including the parties providing or arranging financing pursuant to any commitment letters, engagement letters, underwriting agreements, securities purchase agreements, sales agreements, indentures, credit or joint venture participations or other agreements entered pursuant thereto or relating thereto, together with their Affiliates, officers, directors, employees, agents, advisors, and representatives and their respective successors and permitted assigns.

“Flow-Through Taxes” means U.S. federal income Taxes and any other Taxes determined on a flow-through basis (i.e., reported at the entity level but with respect to which the direct or indirect owners of the entity must report the income or taxable items of such entity on their respective Tax Returns and such owners are required to pay the Taxes in respect of such income or other taxable items).

“Forum” has the meaning given to it in Section 12.13(b).

“Fraud” means an actual and deliberate misrepresentation of a material fact in the making of any representation or warranty by a Party in Article III, Article V or Article VI, or in any certificate delivered pursuant to this Agreement, as applicable (but not, for the avoidance of doubt, in any other actual or alleged representation or warranty made orally or in writing), which is made or concealed with the intent of inducing another Party to enter into this Agreement, and upon which such other Party has justifiably and reasonably relied with no prior actual knowledge of such misrepresentation (and does not include any fraud claim based on constructive knowledge, negligent misrepresentation, recklessness or a similar theory) and such Party did so rely thereon and suffered actual and material damage as a result thereof.

“GAAP” means generally accepted accounting principles in the United States of America.

“General Partner” has the meaning given to it in the preamble.

“General Partner Interests” has the meaning given to it in the recitals.

“GIM” means Global Infrastructure Management, LLC, a Delaware limited liability company.

“GIP Group” means GIM, any GIP Person, any portfolio company (as such term is commonly understood in the private equity industry) of any GIP Person or any of their respective Affiliates or any direct or indirect investor in any GIP Person or any of their respective Affiliates.

“GIP Persons” means any limited partnerships, general partnerships, investment trusts, investment companies or other investment funds or investment vehicles, sovereign wealth funds, pension funds or any corporate bodies or other entities or funds or separate managed accounts (including, in each case, any alternative investment vehicles, co-investment vehicles, parallel funds or feeder funds thereof or related thereto), in each case, that are, directly or indirectly, formed, advised, managed or controlled by GIM, any ultimate parent entity of any limited partner of any of the foregoing (including vehicles managed by GIM), any entity that controls or manages any of the foregoing entities (including vehicles managed by GIM) or any successor advisor, manager or controlling person of the investment funds formed, advised, managed or controlled thereby.

“Governmental Authority” means (i) any federal, state, local, tribal or foreign government (or department thereof), (ii) agency, board, commission, court of competent jurisdiction or other governmental or regulatory body exercising authority of any federal, state, local, tribal or foreign government (or department thereof) or (iii) an instrumentality of any of the foregoing.

“Hazardous Material” means (i) any substances, materials or wastes listed, defined, designated or classified as hazardous, toxic or radioactive, that are otherwise regulated, or for which Liability or standards of conduct may be imposed, under any Environmental Law, and (ii) petroleum and petroleum products and byproducts, asbestos, polychlorinated biphenyls, asbestos, toxic mold, per- and polyfluoroalkyl substances, radioactive materials (including naturally occurring radioactive materials) and urea formaldehyde.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Indebtedness” means, with respect to any Person, without duplication, (a) indebtedness for borrowed money, (b) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, (c) obligations under any performance bond or letter of credit, but only to the extent representing obligations drawn or called prior to the Effective Time, (d) obligations under any financing lease arrangements; (e) obligations for purchase price adjustments or the deferred purchase price of property, assets, services or equity interests (but excluding any trade payables not more than 60 days overdue or accrued expenses arising in the ordinary course of business), (f) deferred revenue or any money received for goods or services which have not yet been delivered, (g) guarantees with respect to any indebtedness of any other Person of a type described in clauses (a) through (e) above and (h) for clauses (a) through (f) above, all accrued interest thereon, if any. For the avoidance of doubt, Indebtedness shall not include (i) trade payables not more than 60 days overdue, (ii) with respect to the Partnership Group, any intercompany Indebtedness among any member(s) of the Partnership Group, (iii) with respect to the MMP Group, any intercompany Indebtedness among any members of the MMP Group or any Indebtedness owed to or in favor of any member of the Partnership Group, (iv) any Indebtedness incurred by the Purchaser and its Affiliates (and subsequently assumed by the Partnership or any Partnership Subsidiary or any member of the MMP Group) on the Closing Date, (v) any endorsement of negotiable instruments for collection in the ordinary course of business or (vi) Taxes.

“Independent Accountant” has the meaning given to it in Section 2.05(e).

“Independent Valuation Firm” has the meaning given to it in Section 10.08(b).

“Inside Date” means October 12, 2024.

“Intellectual Property” means all of the following whether arising under the Laws of the United States or of any other jurisdiction: (a) patents, patent applications and statutory invention registrations, including reissues, divisions, continuations, continuations in part, extensions and reexaminations thereof, and all rights therein provided by international treaties or conventions; (b) Marks; (c) copyrights (including copyrights in computer programs, software, computer code, documentation, drawings, specifications and data), whether or not registered, and registrations and applications for registration thereof, and all rights therein provided by international treaties or conventions; (d) confidential and trade secret information, including confidential information regarding inventions, processes, formulae, models, methodologies, proprietary rights, technology, improvements, know-how, technical and business information; (e) all other intellectual and industrial property rights, whether or not subject to statutory registration or protection; and (f) the right to sue and collect damages for any past infringement of any of the foregoing.

“Interim Balance Sheets” means the Interim Partnership Balance Sheet, the Interim MMA Balance Sheet and the Interim MMP Balance Sheet.

“Interim MMA Balance Sheet” has the meaning given to it in Section 3.04(e).

“Interim MMP Balance Sheet” has the meaning given to it in Section 3.04(i).

“Interim Partnership Balance Sheet” has the meaning given to it in Section 3.04(a).

“Interim Period” means the period commencing on the Signing Date and ending upon the earlier to occur of the Closing or the termination of this Agreement in accordance with Article XI.

“IRS” means the United States Internal Revenue Service.

“Joinder” has the meaning given to it in Section 7.12.

“Knowledge” means, with respect to the Sellers, the actual knowledge of any individual listed in Section 1.01(a) of the Disclosure Schedule, and with respect to the Purchaser, the actual knowledge of any individual listed in Section 1.01 of the Purchaser Disclosure Schedule, in each case after reasonable inquiry of such individual’s direct reports.

“Labor Agreement” has the meaning given to it in Section 3.11(a)(xvii).

“Law” means any and all laws, including common law, acts, statutes, treaties, constitutions, rules, regulations, ordinances, codes (including the Code), Orders and other pronouncements of or adopted or ratified by any Governmental Authority (including applicable consent decrees or directives issued by a Governmental Authority) having the force or effect of law.

“Lease” means any Contract granting a leasehold interest or other similar possessory right to use or occupy in any real property.

“Liability” means any debts, obligations, duties, guarantees or liabilities of any nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due), regardless of whether any such debts, obligations, duties, guarantees or liabilities would be required to be disclosed on a balance sheet prepared in accordance with GAAP.

“Lien” means any mortgage, pledge, lien, charge, encumbrance, financing statement, hypothecation, security interest, easement, plat restriction or deed restriction.

“Loss” means any and all judgments, losses, Liabilities, damages, Taxes, fines, penalties, deficiencies, costs and expenses (including court costs and reasonable out-of-pocket fees and expenses of attorneys, accountants and experts incurred in connection with defending or settling any Action). For all purposes in this Agreement, the term “Loss” shall not include any special, punitive, exemplary, incidental, consequential or indirect damages, including any damages on account of diminution in value, lost profits or opportunities or lost or delayed business based on valuation methodologies ascribing a decrease in value to any Target Company, on the basis of a multiple of a reduction in a multiple-based or yield-based measure of financial performance, whether in contract, tort, strict liability, at Law, in equity or otherwise, and whether or not arising from a Party’s or any of its Affiliates’ sole, joint or concurrent negligence, strict liability or other fault.

“Marks” means trademarks, service marks, trade names, service names, trade dress, logos, Internet domain names and other identifiers of source, including all applications for registration or issuance of any of the foregoing, whether domestic or foreign, and all goodwill associated with the foregoing.

“Material Adverse Effect” means, with respect to any Target Company, any change, event, occurrence or development that, individually or in the aggregate with all other changes, events, occurrences or developments, has had, or would reasonably be expected to have, a material adverse effect on the Target Companies’ assets, liabilities, financial condition or results of operations, taken as a whole; provided, however, that none of the following, if occurring, either alone or in combination, shall constitute or be deemed to contribute to a Material Adverse Effect or shall otherwise be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur: (a) changes generally affecting the economy or the industries or markets in which any Target Company operates, whether international, national, regional, state, provincial or local (including regulatory changes affecting such industries or markets generally and gathering, processing, transportation, storing and marketing activity, costs or margins), (b) changes in international, national, regional, state, provincial or local wholesale or retail markets for crude oil or other related products and operations, including any such changes due to actions by competitors or Governmental Authorities, (c) changes in general regulatory, social or political conditions, including any acts of war, terrorist or other hostile activities, (d) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority involving a national or federal government as a whole, (e) effects of weather, seismic activity or other meteorological events or natural disasters (f) effects of any epidemic, pandemic or disease outbreak, escalation or general worsening thereof, or compliance with Laws, regulations, statutes, directives, pronouncements or guidelines issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, “sheltering in place,” curfews or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak or any change in such Laws, regulations, statutes, directives, pronouncements or guidelines or interpretations thereof following the Signing Date or any material worsening of such conditions threatened or existing as of the Signing Date, (g) any protest, riot, demonstration, public disorder, civil unrest or political instability (or any escalation or worsening of any protest, riot, demonstration, public disorder, civil unrest or political instability) and any response to such an event, including any compliance with or adherence to or actions or inactions taken in response to or anticipation of any Law, action, curfew, closure, shut down, directive, policy, guideline or recommendation by any Governmental Authority or any disaster or business continuity plan of any Target Company or any change in applicable Laws arising from or otherwise relating to such event (h) changes or adverse conditions in the financial, banking or securities markets, in each case, including any disruption thereof and any decline in the price of any security or any market index, (i) changes after the Signing Date in Law or GAAP (or other accounting principles or regulatory policy) and the interpretation or enforcement thereof or any actions to comply with such changes, (j) the announcement, pendency, execution, delivery or performance of this Agreement or the other Transaction Documents or the consummation of the Transactions, including the impact thereof on the relationships, contractual or otherwise, of a Target Company with officers, employees, customers, suppliers, vendors, partners or other business relations, (k) the failure by any Target Company to meet any projections, forecasts, estimates or predictions in respect of revenues or other financial or operating metrics for any period ending before, on or after the Signing Date (provided, however, that this clause (k) shall not prevent a determination that any change or effect underlying such a failure has resulted in a Material Adverse Effect), (l) actions or omissions expressly required to be taken or not taken by any member of Target Company in accordance with this Agreement or the other Transaction Documents, including Section 7.01 and Section 7.09, or consented to in writing by the Purchaser or any of its Affiliates, (m) any fluctuations in the value of any currency or interest rates; except, with respect to the matters described in the foregoing clauses (a) through (i) and (m), to the extent the Target Companies (taken as a whole) are disproportionately and adversely affected thereby compared to other similarly situated participants in the domestic midstream oil and gas industry in the general geographic areas in which the Target Companies operate (in which case, only the incremental disproportionate effect or effects may be taken into account in determining whether there has been or would reasonably be expected to have a Material Adverse Effect).

“Material Contracts” has the meaning given to it in Section 3.11(a).

“MDP” means MDP Holdings, LLC, a Delaware limited liability company.

“Medallion Management” has the meaning given to it in the preamble.

“MMA” means Medallion Midland Acquisition, L.P., a Delaware limited partnership.

“MMA Financial Statements” has the meaning given to it in Section 3.04(e).

“MMAP” means Medallion Midland Acquisition Partnership, L.P., a Delaware limited partnership.

“MMP” means Medallion Midland Partners, LLC, a Delaware limited liability company.

“MMP Financial Statements” has the meaning given to it in Section 3.04(i).

“MMP Group” means, collectively, MMP together with its Subsidiaries.

“MMP Interests” has the meaning given to it in the recitals.

“MMP LLCA” means the Amended and Restated Limited Liability Company Agreement of MMP, dated as of May 24, 2019, by and among MDP, Midland Midstream Crude Holdings LLC, Midland Midstream Crude LLC and, for certain limited purposes set forth therein, the Partnership (as amended, supplemented or otherwise modified from time to time).

“Mutual Release” has the meaning given to it in Section 2.03(c).

“Nonparty Affiliate” has the meaning given to it in Section 12.15.

“Order” means any order, writ, judgment, preliminary or permanent injunction, stipulation, determination, award, decree or other legally enforceable requirement issued, made, rendered, entered or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Authority or arbitrator.

“Organizational Documents” means with respect to any Person that is not a natural Person, the articles or certificate of incorporation or formation, bylaws, limited partnership agreement, partnership agreement or limited liability company agreement, as applicable, or such other governing or organizational documents of such Person.

“Outside Date” means February 24, 2025; provided, however, that if the applicable waiting periods (and any extensions thereof) under the HSR Act have not expired or otherwise been terminated on or prior to such date but all other conditions to the Closing set forth in Article VIII and Article IX (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) shall have been satisfied or waived, then the Outside Date may be extended to August 28, 2025 by Sellers or by Purchaser, which later date shall thereafter be deemed the Outside Date; provided, further, that Purchaser shall not have the right to extend the Outside Date if Seller Representative informs Purchaser in writing, no earlier than ten Business Days nor later than five Business Days prior to February 24, 2025, that it has a good faith belief, based on advice of antitrust counsel and taking into account the Purchaser’s obligations pursuant to Section 7.02, that any of the conditions to Closing set forth in Section 8.05 and Section 9.05 are unlikely to be satisfied by the Outside Date, as extended.

“Partnership” has the meaning given to it in the recitals.

“Partnership Financial Statements” has the meaning given to it in Section 3.04(a).

“Partnership Group” means, collectively, the Partnership and the Partnership Subsidiaries.

“Partnership Group Intellectual Property Rights” means, collectively, all Intellectual Property owned by or licensed to a member of the Partnership Group or the MMP Group, including any other rights of the Partnership Group or the MMP Group to use such Intellectual Property.

“Partnership Group Interests” means, collectively, the Partnership Interests, the General Partner Interests and the Subsidiary Interests.

“Partnership Interests” has the meaning given to it in the recitals.

“Partnership Subsidiaries” means, collectively:

(a) Medallion Operating Company, LLC, a Delaware limited liability company;

(b) Tiburon Operating, LLC, a Texas limited liability company;

(c) GIP III Trophy GP, LLC, a Delaware limited liability company;

(d) MMAP;

(e) MMA;

(f) Medallion Gathering & Processing, LLC, a Texas limited liability company;

(g) Medallion Pipeline Company, LLC, a Texas limited liability company;

(h) MGP Marketing, LLC, a Texas limited liability company;

(i) MDP;

(j) Medallion Crude Oil Logistics, LLC, a Texas limited liability company; and

(k) any other Subsidiary of the Partnership.

“Party” or “Parties” has the meaning given to it in the preamble.

“Payoff Documentation” means, collectively, the Payoff Letters and all termination and release documentation reasonably necessary to provide for or evidence the release of all Liens securing the Indebtedness of the Target Companies set forth on Section 2.03(a) of the Disclosure Schedule, including, if applicable, UCC termination statements, deed of trust, mortgage releases or intellectual property releases, in each case to the extent applicable.

“Payoff Letters” has the meaning given to it in Section 2.03(a).

“Permits” means all franchises, grants, consents, clearances, permissions, permits, licenses, tariffs, certificates, pre-qualifications, variances, registrations, consents, approvals, authorizations, waivers, exemptions and similar rights required by Law and issued or approved by any Governmental Authority.

“Permitted Liens” means (a) Liens for Taxes that are not yet delinquent or are being contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP, applied on a consistent basis; (b) mechanic’s, materialmen’s, laborer’s, workmen’s, repairmen’s, carrier’s and similar Liens, including statutory Liens that do not secure Indebtedness, in each case arising or incurred in the ordinary course of business, securing obligations that are (i) not overdue and payable for a period of more than 30 days or (ii) being contested in good faith in appropriate Actions and for which appropriate reserves have been established on the Financial Statements; (c) purchase money Liens and Liens securing rental payments under capital lease arrangements incurred in the ordinary course of business; (d) pledges or deposits under workers’ compensation legislation, unemployment insurance Laws or similar Laws, in each case arising or incurred in the ordinary course of business; (e) pledges or deposits to secure public or statutory obligations or appeal bonds arising or incurred in the ordinary course of business; (f) public roads, highways and waterways; (g) Liens relating to the Indebtedness of the Target Companies that will be released or otherwise terminated in full at or prior to the Closing pursuant to the Payoff Letters; (h) Liens created by the Purchaser’s (or any of its Affiliate’s or Representative’s) examination or inspection of the Target Companies’ assets; (i) terms, conditions, restrictions, exceptions, reservations, limitations and other matters (1) contained in any document filed or recorded in the real property records of the appropriate county or parish to reflect title thereto, creating, transferring, limiting, encumbering or reserving or granting any rights in such Real Property or (2) disclosed on or uncovered by any title commitment, title policy, title report or survey made available to the Purchaser, which matters, in each case, do not, and would not be expected to, detract from the value of or interfere with the current ownership, use, occupancy or operation of the Target Assets, individually or in the aggregate, in any material respect; (j) easements, rights of way, restrictions, restrictive covenants, encroachments, protrusions and other similar charges or encumbrances, defects and other irregularities in title that do not, and would not reasonably be expected to, detract from the value of or interfere with the current ownership, use or operation of the Target Assets, individually or in the aggregate, do not materially impair the current use, occupancy or value of the specific Real Property subject thereto; (k) all mineral leases, mineral reservations, and mineral conveyances of record relating to any and all minerals in and under or that may be produced from any of the lands constituting part of the Real Property or from any other lands or properties on which any part of the respective assets or properties of the Target Companies is located, and the rights of the holders or lessee thereof; (l) zoning, entitlement, building and other land use regulations imposed by any Governmental Authority having jurisdiction over the Real Property and not violated in any material respect by the current use and operation of the Real Property subject thereto; (m) in the case of any Real Property of any Target Company that is not owned in fee by such Target Company, any Liens to which the underlying fee or any other interest in the underlying leased premises or other lands is subject, including rights of the landlord under the lease or lands and all superior, underlying and ground leases and renewals, extensions, amendments or substitutions thereof; (n) Liens created by each Contract vesting any Target Company with any right, title or interest in or possession of Real Property; (o) licenses of Intellectual Property arising in the ordinary course of business; (p) Liens created by or on behalf of the Purchaser or any of its Affiliates; (q) Liens arising from restrictions under securities Laws; (r) Liens contained in the Organizational Documents of any Target Company; (s) Liens listed in Section 1.01(b) of the Disclosure Schedule; and (t) other Liens that would not, individually or in the aggregate reasonably be expected to be material to the Business, taken as a whole.

“Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, unlimited liability corporation, joint stock company, joint venture, union, association, proprietorship, company, trust, land trust, business trust or other business organization, whether or not a legal entity, custodian, trustee, executor, administrator, nominee or entity in a representative capacity and any Governmental Authority.

“Position Statement” has the meaning given to it in Section 2.05(e).

“Post-Closing Adjustment Amount” means, as of any date of determination, an amount (which may be positive or negative) equal to (a) the sum of (i) Final Contributed Cash, minus (ii) Final Distributed Cash, minus (iii) Final Effective Time Indebtedness, plus (iv) Final Effective Time Cash, minus (v) Final Closing Transaction Expenses, minus (b) the sum of (i) Estimated Contributed Cash, minus (ii) Estimated Distributed Cash, minus (iii) Estimated Effective Time Indebtedness, plus (iv) Estimated Effective Time Cash, minus (v) Estimated Closing Transaction Expenses.

“Post-Closing Statement” has the meaning given to it in Section 2.05(a).

“Pre-Closing Flow-Through Returns” means any Tax Returns with respect to Flow-Through Taxes for any Pre-Closing Tax Period or Straddle Period.

“Pre-Closing Statement” has the meaning given to it in Section 2.01(c).

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date.

“Preliminary DoublePoint Change in Control Value” has the meaning given to it in the MMP LLCA.

“Privileged Communications” has the meaning given to it in Section 12.16.

“PUHCA” has the meaning given to it in Section 3.21(a).

“Purchase Price Allocation Schedule” has the meaning given to it in Section 2.01(d).

“Purchased Interests” has the meaning given to it in the recitals.

“Purchaser” has the meaning given to it in the preamble.

“Purchaser 401(k) Plan” has the meaning given to it in Section 7.10(e).

“Purchaser Disclosure Schedule” means the disclosure schedule prepared by the Purchaser and attached to this Agreement.

“Purchaser Fundamental Representations” means the representations and warranties set forth in Section 6.01 (Organization), Section 6.02 (Authority), Section 6.05 (Acquisition as Investment) and Section 6.07 (Broker’s Commissions).

“Purchaser Material Adverse Effect” means any change, event, occurrence or development that would reasonably be expected to, individually or in the aggregate, prevent, materially impede or materially delay the consummation of the Closing by the Purchaser.

“Real Property” means, collectively, all real property used or held for use by the Target Companies (including real property owned in fee, easement or leasehold interests, and any and all improvements located thereon and fixtures attached thereto) in connection with the ownership and operation of the Business (including the Target Fee Property, the Target Leased Property and the lands covered by the Target Easements).

“Registered Intellectual Property Rights” means patents, registered copyrights, registered Marks, Internet domain names, and all applications for registration or issuance of any of the foregoing issued by a Governmental Authority, whether domestic or foreign, or private domain name registrar, as applicable.

“Release” means any release, spill, emission, leaking, pumping, depositing, pouring, placing, discarding, abandoning, emptying, migrating, seeping, escaping, leaching, dumping, injection, disposal or discharge of any Hazardous Material into, on, under or through the environment.

“Remaining Items” has the meaning given to it in Section 2.05(e).

“Remedies Exception” means (a) any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting the rights and remedies of creditors generally and (b) the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to the availability of the remedy of specific performance or other injunctive relief.

“Remedy Action” has the meaning given to it in Section 7.02(b).

“Representatives” means, with respect to any Person, its officers, directors, employees, managers, members, partners, equityholders, controlling persons, authorized agents, accountants, attorneys, and professional and financial advisors.

“Resolution Period” has the meaning given to it in Section 2.05(d).

“Restricted Cash” means cash deposits (including, for the avoidance of doubt, all cash deposits in respect of Target Leased Property or otherwise), cash in reserve accounts, cash escrow accounts, custodial cash and cash subject to a lockbox, dominion, control or similar agreement or otherwise subject to any legal or contractual restriction on the ability to freely transfer or use such cash for any lawful purposes.

“Seller” or “Sellers” has the meaning given to it in the preamble.

“Seller Representative” has the meaning given to it in Section 12.01(a).

“Sellers Fundamental Representations” means the representations and warranties set forth in Section 3.01(a) (Organization; Good Standing), Section 3.03 (Partnership and Subsidiary Interests; MMP Interests), Section 3.15 (Broker’s Commissions), Section 5.01 (Organization; Good Standing), Section 5.02 (Authority), Section 5.04 (Ownership of the Purchased Interests) and Section 5.06 (Broker’s Commissions).

“Signing Date” has the meaning given to it in the preamble.

“Straddle Period” means any Tax period beginning on or before and ending after the Closing Date.

“Subject Courts” has the meaning given to it in Section 12.17.

“Subsidiary” means, with respect to a Person, any corporation, association, partnership, limited liability company, joint venture or other business or corporate entity, enterprise or organization of which the management is directly or indirectly (through one or more intermediaries) controlled by such Person or 50% or more of the Equity Interests in which is directly or indirectly (through one or more intermediaries) owned by such Person. For the avoidance of doubt, MMP and its subsidiaries shall not be considered Partnership Subsidiaries.

“Subsidiary Interests” has the meaning given to it in the recitals.

“Successor Benefit Plans” has the meaning given to it in Section 7.10(b).

“Target Assets” means, all real and personal property, and all other assets of any kind that are owned, licensed, or held by any member of the Partnership Group or the MMP Group, in each case excluding Contracts (other than Target Leases and Target Easements, which shall be included in Target Assets) and Permits.

“Target Company” means any member of the Partnership Group or a member of the MMP Group.

“Target Easements” means all Easements to which any member of the Partnership Group or the MMP Group owns an interest.

“Target Fee Property” has the meaning given to it in Section 3.08(a).

“Target Lease” has the meaning given to it in Section 3.08(c).

“Target Leased Property” has the meaning given to it in Section 3.08(a).

“Target Permits” has the meaning given to it in Section 3.06.

“Tax” or “Taxes” means any and all taxes, assessments, customs, duties, fees, levies, impositions and other governmental charges in the nature of a tax imposed by any Governmental Authority, together with any interest thereon, or penalty or addition thereto.

“Tax Proceeding” has the meaning given to it in Section 10.03.

“Tax Return” means any return, report, declaration, claim for refund, or information return or statement filed or required to be filed with respect to Taxes, including any schedule or attachment thereto and any amendment thereof.

“Transaction Deductions” means all items of loss or deduction for applicable income Tax purposes resulting from or attributable to (a) the repayment of any amounts included in Indebtedness (including any fees, expenses, premiums, penalties and similar amounts with respect thereto) in connection with the Closing, or (b) the payment of any Transaction Expenses; provided, that with respect to any “success-based fee” (as defined in IRS Revenue Procedure 2011-29) with respect to the Transactions, the portion of such fee that will be treated as a “Transaction Deduction” shall be the amount allowable as a deduction pursuant to the safe harbor election provided in Section 4 of IRS Revenue Procedure 2011-29.

“Transaction Documents” means this Agreement, the Assignment Agreement, the Mutual Release, the Escrow Agreement and all other documents and certificates delivered or required to be delivered pursuant to any of the foregoing.

“Transaction Expenses” means (without duplication of any amounts included in the definitions of Indebtedness), (1) the out-of-pocket fees and expenses of financial advisors, accountants, legal advisors and other third party advisors (including RBC Capital Markets, LLC) incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transactions Documents and the other documents delivered in connection herewith and therewith, and the consummation of the Transactions, in each case, solely to the extent payable by any member of the Partnership Group or the MMP Group (and if the DoublePoint Group does not execute the Joinder, the pro rata portion based on the Partnership Group’s percentage equity interest in the MMP Group of any fees payable by the MMP Group), (2) any expenses listed in Section 1.01(c) of the Disclosure Schedule, and (3) any Transaction-related bonuses payable to any director, manager, officer or employee of the Partnership Group or the MMP Group solely as a result of the consummation of the Transactions, including the employer portion of any payroll, social security, unemployment or similar Taxes imposed on such amounts, (which, for clarity, shall include the Transaction-related bonuses set forth on Section 7.10(a) of the Disclosure Schedule, which are the bonuses payable under the Medallion Long-Term Incentive Plan), and (a) were paid after the Effective Time and prior to the Closing or (b) are unpaid as of the Closing; provided that in no event shall Transaction Expenses include (i) any payments solely made as a result of a termination of employment initiated by the Purchaser or its Affiliates (including the Partnership Group or the MMP Group) following the Closing, (ii) any expenses of, or expenses initiated solely at the request of, the Purchaser or any of its Affiliates or (iii) the costs and expenses relating to the “tail” policy contemplated by Section 7.06 or the costs and expenses of the Escrow Agent.

“Transactions” means the transactions contemplated by this Agreement and the other Transaction Documents.

“Transfer Taxes” has the meaning given to it in Section 10.01.

“Treasury Regulations” means the final or temporary regulations promulgated by the U.S. Department of the Treasury under the Code.

“Trophy Acquisition” has the meaning given to it in the preamble.

“Union” has the meaning given to it in Section 3.13(d).

“WARN Act” has the meaning given to it in Section 3.13(e).

“Willful Breach” means, with respect to any Party, that such Party willfully takes an action or refuses to perform or take an action in violation of this Agreement with the knowledge that such refusal or taking such action would cause or result in the breach of any material pre-Closing covenant or agreement applicable to such Party. If a Party is obligated hereunder to use its commercially reasonable efforts, reasonable best efforts or best efforts to perform an action or to achieve a result, the intentional failure to use such commercially reasonable efforts, reasonable best efforts or best efforts, as applicable, would constitute a willful and intentional breach of this Agreement. In addition, if all of the conditions in Article VIII and Article IX have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and any Party fails to consummate the Transactions within three Business Days following receipt of notice from another Party that all of the conditions in Article VIII and Article IX have been satisfied or waived, then such Party that fails to consummate the Transactions shall be deemed to be in Willful Breach of this Agreement.

“Wire Transfer Instructions” has the meaning given to it in Section 2.01(b).

Section 1.02 Rules of Construction.

(a) The Disclosure Schedule, the Purchaser Disclosure Schedule and the Exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. All Article, Section, Schedule and Exhibit references used in this Agreement and in the Disclosure Schedule and the Purchaser Disclosure Schedule are to Articles, Sections, Schedules and Exhibits to this Agreement unless otherwise specified.

(b) The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

(c) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The words “includes” or “including” shall mean “including without limitation,” the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular Section or Article in which such words appear. The word “or” is not exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other theory extends and such phrase shall not mean “if.” All currency amounts referenced herein are in United States Dollars unless otherwise specified. The singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate.

(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. Time shall be of an essence of this Agreement.

(e) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP and shall be calculated in a manner consistent with that used in preparing the Financial Statements to the extent that the Financial Statements are prepared in accordance with GAAP.

(f) Except as otherwise provided in this Agreement, any reference herein to any Law shall be construed as referring to such Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time and references to particular provisions of a Law include a reference to the corresponding provisions of any prior or succeeding Law.

(g) Reference herein to any Contract shall be construed as referring to such Contract as amended, modified, restated or supplemented.

(h) Unless the context shall otherwise require, references to any Person include references to such Person’s successors and permitted assigns, and, in the case of any Governmental Authority, to any Persons succeeding to such Governmental Authority’s functions and capacities.

(i) Any reference to any federal, state, local or foreign Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context shall otherwise require. Reference herein to “federal” shall be construed as referring to U.S. federal.

(j) The Parties acknowledge and agree that this Agreement and all contents herein were jointly drafted by the Parties, and neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against either Party, whether under any rule of construction or otherwise.

(k) The phrase “made available” means that such documents were available in a data room or any other physical or electronic means provided by or on behalf of any of the Sellers or the Target Companies at least one Business Day prior to the execution of this Agreement.

(l) Each representation and warranty in this Agreement is given independent effect so that if a particular representation and warranty proves to be incorrect or is breached, the fact that another representation and warranty concerning the same or similar subject matter is correct or is not breached, whether such other representation and warranty is more general or more specific, narrower or broader or otherwise, will not affect the incorrectness or breach of such particular representation and warranty.

Article II
PURCHASE AND SALE; CLOSING

Section 2.01 Purchase and Sale of Purchased Interests.

(a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell, assign, transfer and convey to the Purchaser, and the Purchaser shall purchase and acquire from the Sellers and assume and accept the Liabilities associated with, the Purchased Interests, free and clear of all Liens (other than Liens created by or on behalf of the Purchaser or any of its Affiliates, arising from restrictions under securities Laws or contained in the Organizational Documents of any Target Company).

(b) In consideration for the sale and transfer of the Purchased Interests by the Sellers to the Purchaser, the Purchaser shall pay to the Sellers at the Closing, upon the terms and subject to the conditions set forth in this Agreement, an amount (the “Adjusted Purchase Price”) equal to:

(i) the Base Purchase Price;

(ii) plus the amount of Estimated Effective Time Cash;

(iii) minus the amount of the Estimated Distributed Cash;

(iv) minus the amount of Estimated Effective Time Indebtedness;

(v) minus the amount of the Estimated Closing Transaction Expenses; and

(vi) plus the amount of Estimated Contributed Cash,

by wire transfer of immediately available funds in accordance with the Purchase Price Allocation Schedule and the wire transfer instructions delivered by the Seller Representative to the Purchaser prior to the Closing Date (the “Wire Transfer Instructions”).

(c) Not later than ten Business Days prior to the Closing Date, the Seller Representative shall deliver to the Purchaser a statement (the “Pre-Closing Statement”) setting forth the Sellers’ good faith estimates of (i) Effective Time Cash (“Estimated Effective Time Cash”), (ii) Distributed Cash (the “Estimated Distributed Cash”), (iii) Effective Time Indebtedness (“Estimated Effective Time Indebtedness”), (iv) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”), (v) Contributed Cash (the “Estimated Contributed Cash”), (vi) the resulting Adjusted Purchase Price in each case determined in accordance with this Agreement and the Accounting Principles Consistently Applied, and in a format consistent with the illustrative calculation set forth on Exhibit A and (vii) the Preliminary DoublePoint Change in Control Value (the “Estimated DoublePoint Payment”). No later than the date that is three Business Days after its receipt of the Pre-Closing Statement, the Purchaser may submit to the Seller Representative in writing any good faith objections or proposed changes to the estimates described in the preceding sentence and the Seller Representative shall consider all such objections and proposed changes in good faith. If the Purchaser and the Seller Representative are unable to agree, in whole or in part, on the Adjusted Purchase Price or the Estimated DoublePoint Payment, then (x) the Pre-Closing Statement delivered and the Adjusted Purchase Price set forth therein (with such adjustments as the Seller Representative is willing to accept, if any) shall control for purposes of determining the Adjusted Purchase Price and (y) the Preliminary DoublePoint Change in Control Value delivered by the Seller Representative (with such adjustments as the Seller Representative is willing to accept, if any) shall control for purposes of determining the Estimated DoublePoint Payment.

(d)  Contemporaneously with the delivery of the Pre-Closing Statement, the Seller Representative shall deliver to the Purchaser a schedule (including any revisions thereto, the “Purchase Price Allocation Schedule”), that sets forth the allocation among the Sellers of (i) the Adjusted Purchase Price, (ii) any Final Post-Closing Adjustment Amount, (iii) any amount to be disbursed from the Escrow Account to the Sellers and (iv) costs contemplated by this Agreement to be borne by the Sellers collectively; provided, however, that the Seller Representative may, from time to time until such time as joint written instructions have been delivered to the Escrow Agent pursuant to Section 2.06, deliver to the Purchaser a revised Purchase Price Allocation Schedule.

Section 2.02 Closing. Subject to the satisfaction or waiver of the conditions set forth in Article VIII and Article IX, the consummation of the Transactions (the “Closing”) shall take place via electronic exchange of signatures at 10:00 a.m. Central Prevailing Time on the third Business Day after the last of the conditions set forth in Article VIII and Article IX (other than any such conditions which by their terms are not capable of being satisfied until the Closing) have been satisfied or waived, or on such other date and at such other time and place as the Parties mutually agree; provided that, (a) in case the date on which the conditions set forth in Article VIII and Article IX (other than any such conditions which by their terms are not capable of being satisfied until the Closing) have been satisfied or waived occurs prior to the Inside Date, then, subject to continued satisfaction or waiver of such conditions, the Closing shall take place instead on the third Business Day following the Inside Date; provided, that the Purchaser may elect an earlier date as the Inside Date upon no less than two Business Days’ notice to the Sellers (a “Closing Election”) (provided, however that in the event the Purchaser makes a Closing Election, in no event will (i) the Sellers be in breach of this Agreement for failure to deliver the Pre-Closing Statement within the time period set forth in Section 2.01(c) so long as such Pre-Closing Statement is delivered no later than five Business Days prior to Closing or (ii) Closing occur prior to the date that is five Business Days following the Seller Representative’s delivery of the Preliminary DoublePoint Change in Control Value to the Purchaser (and the Seller Representative will have no less than two Business Days from the date of the Closing Election to deliver the Pre-Closing Statement to the Purchaser) and (b) if the DoublePoint Group has executed the Joinder, the HSR Filing (as defined in the Joinder) has been made on or prior to October 5, 2024 and the conditions set forth in Article VIII and Article IX (other than any such conditions which by their terms are not capable of being satisfied until the Closing) have been satisfied or waived, then Closing shall not occur until 31 days following the date on which the HSR Filing (as defined in the Joinder) was made (it being understood and agreed that this clause (b) shall be disregarded if the HSR Filing (as defined in the Joinder) is not made on or prior to October 5, 2024).

Section 2.03 Closing Deliveries by the Sellers to the Purchaser. At the Closing, the Sellers shall deliver, or shall cause to be delivered, to the Purchaser:

(a) payoff letters in respect of the Indebtedness of the Target Companies as of the Closing Date set forth on Section 2.03(a) of the Disclosure Schedule (the “Payoff Letters”) and the other Payoff Documentation, in each case and to the extent applicable, in final and fully executed and authorized form, and, with respect to such other Payoff Documentation, subject to the conditions to release thereof as set forth in the applicable Payoff Letter;

(b) a counterpart of the assignment agreement, substantially in the form attached hereto as Exhibit B (the “Assignment Agreement”), evidencing the assignment and transfer to the Purchaser (and any assignee of the Purchaser) of the Purchased Interests, duly executed by each applicable Seller;

(c) a counterpart of the mutual release, substantially in the form attached hereto as Exhibit C (the “Mutual Release”), duly executed by each Seller;

(d) a counterpart of the Escrow Agreement duly executed by the Seller Representative;

(e) the officer’s certificate referenced in Section 8.03;

(f) evidence of the removal or resignation of the General Partner as the general partner of the Partnership; and

(g) the IRS Forms W-9 referenced in Section 10.09.

Section 2.04 Closing Deliveries by the Purchaser to the Sellers. At the Closing, the Purchaser shall deliver, or shall cause to be delivered, to the Sellers:

(a) payment of the Adjusted Purchase Price, less the Closing Escrow Funds, to the Sellers (and as among the Sellers in accordance with the Purchase Price Allocation Schedule) by wire transfer of immediately available funds in accordance with the Wire Transfer Instructions, and evidence satisfactory to the Sellers confirming such payment;

(b) if the DoublePoint Group executes the Joinder, payment of Estimated DoublePoint Payment, by wire transfer of immediately available funds in accordance with wire transfer instructions delivered by the DoublePoint Group prior to the Closing Date, and evidence satisfactory to the Sellers confirming such payment;

(c) a counterpart of the Escrow Agreement duly executed by the Purchaser;

(d) to the Escrow Agent, payment of the Closing Escrow Funds into the Escrow Account by wire transfer of immediately available funds to be held by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement as security, solely for the purpose of satisfying Sellers’ payment obligations resulting from cash consideration adjustments in favor of the Purchaser in accordance with Section 2.06(a), if any;

(e) payment of the amounts set forth in the Payoff Letters delivered pursuant to Section 2.03(a) to the accounts of the applicable lenders or other parties as set forth in the Payoff Letters, and evidence satisfactory to the Sellers confirming such payment;

(f) a counterpart of the Assignment Agreement, duly executed by the Purchaser;

(g) a counterpart of the Mutual Release, duly executed by the Purchaser;

(h) the officer’s certificate referenced in Section 9.03; and

(i) evidence of the appointment of an assignee of the Purchaser as the general partner of the Partnership.

Section 2.05 Post-Closing Purchase Price Adjustment – Post-Closing Adjustment Amount.

(a) Not later than 90 days after the Closing Date, the Purchaser shall deliver to the Seller Representative a certificate signed by a duly authorized representative of the Purchaser setting forth, in reasonable detail, the Purchaser’s calculation as of the Closing Date (such calculation, the “Post-Closing Statement”) of (i) Distributed Cash, Effective Time Indebtedness, Effective Time Cash, Closing Transaction Expenses and Contributed Cash and (ii) the resulting proposed Post-Closing Adjustment Amount and the work papers supporting such calculation. The Post-Closing Statement shall be unaudited and prepared in accordance with this Agreement and the Accounting Principles Consistently Applied and in a format consistent with the illustrative calculation set forth on Exhibit A.

(b) The Seller Representative shall have 30 days from the date the Purchaser delivers the Post-Closing Statement to the Seller Representative (such period, the “Dispute Period”) to notify the Purchaser in writing as to whether the Seller Representative agrees or disagrees with the Purchaser’s calculation of any of the amounts reflected on the line items of the Post-Closing Statement (such written notice, the “Dispute Notice” and each such item, a “Disputed Item”); provided, however, that in each case the Seller Representative shall notify the Purchaser in writing of each Disputed Item and specify in reasonable detail the amount in dispute and the basis therefor. During the Dispute Period, the Purchaser shall make available or cause to be made available to the Seller Representative and its accountants (during regular business hours and upon reasonable prior notice), at the Sellers’ sole cost and expense, (i) the Books and Records relating to the Post-Closing Statement and (ii) the Purchaser’s accounting personnel and advisors, in each case, as reasonably requested by the Seller Representative, provided that the Seller Representative and its accountant access such Books and Records in such a manner as not to interfere unreasonably with the business or operations of the Purchaser, the Partnership Group or the MMP Group (or their respective Affiliates); provided, however, that none of the Purchaser, the Partnership Group nor the MMP Group (or their respective Affiliates) shall be required to, or to cause any of their respective Subsidiaries to, grant access or furnish information, as applicable, to the Seller Representative or its accountants to the extent that such information is subject to an attorney/client privilege or the attorney work product doctrine or that such access or the furnishing of such information, as applicable, is prohibited by applicable Law. In the event that the Purchaser fails to provide such access in violation of this Section 2.05(b), the Dispute Period shall be automatically extended by the length of time it takes the Purchaser to provide such access.

(c) If the Seller Representative fails to deliver a Dispute Notice to the Purchaser prior to the expiration of the Dispute Period, the Purchaser’s calculation of Distributed Cash, Effective Time Indebtedness, the Effective Time Cash, Closing Transaction Expenses, Contributed Cash and the resulting Post-Closing Adjustment Amount shall be deemed to be the Final Distributed Cash, Final Effective Time Indebtedness, Final Closing Transaction Expenses, Final Contributed Cash and Final Post-Closing Adjustment Amount, as applicable, and shall be binding upon the Parties.

(d) If the Seller Representative delivers a Dispute Notice to the Purchaser during the Dispute Period, the Seller Representative and the Purchaser shall, for a period of 30 days from the date the Seller Representative delivers the Dispute Notice to the Purchaser (such period, the “Resolution Period”), use commercially reasonable efforts to amicably resolve the Disputed Items and determine the Post-Closing Adjustment Amount. Any Disputed Items so resolved by the Seller Representative and the Purchaser shall be deemed to be final and correct as so resolved and shall be binding upon the Parties.

(e) If the Seller Representative and the Purchaser are unable to resolve all of the Disputed Items during the Resolution Period, then either Party may refer the remaining Disputed Items (the “Remaining Items”) to a U.S. nationally recognized, independent accounting firm that is mutually agreed to by such Parties, or, if such Parties are unable to mutually agree, to the New York City office of Deloitte Touche Tohmatsu LLC (the “Independent Accountant”). If the Seller Representative or the Purchaser delivers written notice to the other Party that it elects to refer the remaining Disputed Items to the Independent Accountant, then such Parties shall promptly mutually engage the Independent Accountant on terms customary for such an engagement. The Parties shall furnish the Independent Accountant, on the date of such engagement (the “Engagement Date”), with the Post-Closing Statement, the Dispute Notice and any Disputed Items previously resolved by the Parties pursuant to Section 2.05(d). The Parties shall also furnish the Independent Accountant with such other information and documents as the Independent Accountant may reasonably request for purposes of resolving the Remaining Items and determining the Post-Closing Adjustment Amount. Additionally, within five days after the Engagement Date, each of the Seller Representative and the Purchaser shall provide the Independent Accountant with a written statement (a “Position Statement”) describing in reasonable detail such Party’s position regarding the Remaining Items (copies of which shall concurrently be delivered to the other Party). If either Party fails to timely deliver its Position Statement to the Independent Accountant, the Independent Accountant shall resolve the Remaining Items solely upon the basis of the information otherwise timely provided to the Independent Accountant in accordance with this Section 2.05(e). Within 30 days after the Engagement Date (the date such written determination is delivered to the parties), the Independent Accountant shall deliver to the Seller Representative and the Purchaser a report specifying (i) its final determination of the Remaining Items, (ii) the resulting Post-Closing Adjustment Amount, and (iii) the calculations supporting such determinations and adjustments. Such report shall, absent manifest error, be final, conclusive and binding on the Parties. Each of the Distributed Cash, Effective Time Indebtedness, Effective Time Cash, Closing Transaction Expenses and Contributed Cash, as finally determined pursuant to this Section 2.05, is referred to herein as the “Final Distributed Cash,” “Final Effective Time Indebtedness,” “Final Effective Time Cash,” “Final Closing Transaction Expenses” and “Final Contributed Cash,” as applicable. Any delay in delivering such report shall not invalidate such determination or deprive the Independent Accountant of jurisdiction to resolve the Remaining Items. In no event shall the Independent Accountant assign a value to the Post-Closing Adjustment Amount or any Remaining Item that is greater than the highest, or less than the lowest, calculation thereof proposed by the applicable Parties. The Independent Accountant’s determination as to the Remaining Items and the Post-Closing Adjustment Amount shall, absent manifest error, be final and binding upon the Parties and not be subject to judicial review. The costs, fees and expenses of the Independent Accountant shall be paid by the Sellers, on the one hand (and then in accordance with the Purchase Price Allocation Schedule), and the Purchaser, on the other hand, based on the degree to which the Independent Accountant’s determination of the aggregate amount of the Remaining Items accepts each applicable Party’s respective positions with respect thereto. For example, if the Seller Representative’s position is that the aggregate amount of the Remaining Items is $300, the Purchaser’s position is that the aggregate amount of the Remaining Items is $100 and the Independent Accountant determines that the aggregate amount of the Remaining Items is $150, then the Sellers shall pay 75% ($300 - $150 / $300 - $100) and the Purchaser shall pay 25% ($150 - $100 / $300 - $100), respectively, of the Independent Accountant’s costs, fees and expenses.

(f) The Post-Closing Adjustment Amount that is finally determined in accordance with this Section 2.05 shall be the “Final Post-Closing Adjustment Amount.”

Section 2.06 Payment of Post-Closing Adjustment Amount. Following the final determination of the Final Post-Closing Adjustment Amount pursuant to Section 2.05:

(a) if the Final Post-Closing Adjustment Amount is negative, then the Seller Representative and the Purchaser shall promptly (but in any event within five Business Days after the final determination of the Final Post-Closing Adjustment Amount pursuant to Section 2.05) execute and issue a joint written instruction to the Escrow Agent, instructing the Escrow Agent to release (i) first, to the Purchaser cash from the Escrow Account in an amount equal to the lesser of (A) the absolute value of the Final Post-Closing Adjustment Amount and (B) the amount contained in the Escrow Account (for the avoidance of doubt, the Purchaser’s sole recourse in the event the Final Post-Closing Adjustment Amount is negative shall be the amount contained in the Escrow Account and the Sellers shall not be liable for any shortfall) and (ii) second to the Sellers (and as among the Sellers in accordance with the Purchase Price Allocation Schedule) all of the remaining cash then contained in the Escrow Account;

(b) if the Final Post-Closing Adjustment Amount is positive, (i) the Purchaser shall promptly (but in any event within five Business Days after the final determination of the Final Post-Closing Adjustment Amount pursuant to Section 2.05) pay to the Sellers an amount equal to the Final Post-Closing Adjustment Amount by wire transfer of immediately available funds in accordance with the Purchase Price Allocation Schedule; provided that in no event shall the Purchaser’s payment pursuant to this clause (i) exceed an amount equal to the amount of the Closing Escrow Funds (it being understood that such payment shall be in addition to the release of the remaining cash then contained in the Escrow Account in accordance with clause (ii)), and (ii) the Seller Representative and the Purchaser shall promptly (but in any event within five Business Days after the final determination of the Final Post-Closing Adjustment Amount pursuant to Section 2.05) execute and issue a joint written instruction to the Escrow Agent, instructing the Escrow Agent to release to the Sellers (and as among the Sellers in accordance with the Purchase Price Allocation Schedule) all of the remaining cash then contained in the Escrow Account; and

(c) if the Final Post-Closing Adjustment Amount equals zero, the Seller Representative and the Purchaser shall promptly (but in any event within five Business Days after the final determination of the Final Post-Closing Adjustment Amount pursuant to Section 2.05) execute and issue a joint written instruction to the Escrow Agent, instructing the Escrow Agent to release to the Sellers (and as among the Sellers in accordance with the Purchase Price Allocation Schedule) all of the remaining cash then contained in the Escrow Account.

The Closing Escrow Funds may be distributed to the Sellers and/or the Purchaser, as applicable, solely and exclusively in accordance with this Section 2.06 and the terms of the Escrow Agreement and shall not be available for any other payment to the Purchaser or any of its Affiliates (including, following the Closing, any Target Company).

Section 2.07 Withholding. The Parties, their respective Affiliates, and the Escrow Agent shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable Law; provided that, except with respect to amounts required to be withheld with respect to any Seller that has failed to deliver an IRS Form W-9 in accordance with Section 10.09, Purchaser shall (i) prior to making any deduction or withholding with respect to any Seller, use commercially reasonable efforts to notify the Seller Representative of any anticipated deduction or withholding, and (ii) reasonably cooperate with the Seller Representative to minimize the amount of any applicable deduction or withholding with respect to such Seller to the extent permitted by applicable Law. To the extent that any amounts are so deducted or withheld and paid over to the applicable Governmental Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Article III
REPRESENTATIONS AND WARRANTIES
RELATED TO THE PARTNERSHIP GROUP AND MMP GROUP

Except as set forth in the Disclosure Schedule, the Sellers hereby severally, but not jointly, represent and warrant to the Purchaser as of the Signing Date and as of the Closing Date (except to the extent a specific date is referenced, in which case the Sellers hereby severally, but not jointly, represent and warrant to the Purchaser as of such date) as follows:

Section 3.01 Organization; Good Standing.

(a) Each member of the Partnership Group and MMP Group (i) is a limited liability company or a limited partnership, as applicable, duly organized, validly existing and in good standing under the Laws of the State of Delaware or, in the case of Tiburon Operating, LLC, Medallion Gathering & Processing, LLC, Medallion Pipeline Company, LLC, MGP Marketing, LLC, Medallion Crude Oil Logistics, LLC, Medallion Producer Services, LLC and Medallion Midland Gathering, LLC, the Laws of the State of Texas, and (ii) has all requisite limited liability company or limited partnership, as applicable, power and authority to own, lease and operate the properties and assets now owned or operated by it and to conduct its business as presently conducted.

(b) Each member of the Partnership Group and MMP Group is duly qualified or licensed to do business in each other jurisdiction in which the ownership, leasing or operation of its assets and properties or conduct of its business makes such qualification or licensing necessary, except in any jurisdiction where the failure to be so duly qualified or licensed would not reasonably be expected to have a Material Adverse Effect.

(c) True, correct and complete copies of each Partnership Group member and MMP Group member’s Organizational Documents have been made available to the Purchaser. All such Organizational Documents are in full force and effect, and no Partnership Group member or MMP Group member is in material violation of any provisions thereof.

Section 3.02 No Conflicts; Consents and Approvals.

(a) Except as set forth in Section 3.02(a) of the Disclosure Schedule, and, assuming receipt of all Consents of Governmental Authorities described in Section 3.02(b) of the Disclosure Schedule, neither the execution and delivery by an applicable Seller of any Transaction Documents to which it is or will be a party, nor the consummation by such applicable Seller of the Transactions will (i) violate or conflict with any provision of any Partnership Group member’s or MMP Group member’s Organizational Documents, (ii) violate, result in a breach of or require consent or notice under any Material Contract, or result in the acceleration of or create in any Person the right to accelerate, terminate, modify or cancel, any rights or obligations under any Material Contract, (iii) materially violate or result in a material violation of any Law to which any Partnership Group member or MMP Group member is subject or (iv) result in the imposition or creation of any Lien (other than Permitted Liens) on any Partnership Group member’s or MMP Group member’s assets, the Partnership Group Interests or the MMP Interests, except in the case of clauses (ii) and (iv), as would not reasonably be expected to have a Material Adverse Effect.

(b) No Consent of, with or to any Governmental Authority is required to be obtained or made by any member of the Partnership Group or the MMP Group in connection with the execution and delivery by an applicable Seller of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than (i) requirements of any securities Laws, (ii) Consents set forth in Section 3.02(b) of the Disclosure Schedule or required pursuant to the HSR Act, (iii) Consents that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect or materially delay the Closing, (iv) Consents not required to be made or given until after the Closing and (v) Consents that may be required because of the Purchaser’s participation in the Transactions, including any requirements applicable as a result of the specific legal or regulatory status of the Purchaser or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which the Purchaser or any of its Affiliates are or propose to be engaged (other than the Business).

Section 3.03 Partnership Interests; MMP Interests.

(a) The partnership interests set forth in Section 3.03(a) of the Disclosure Schedule collectively constitute all of the issued and outstanding Equity Interests of the Partnership. Such partnership interests have been duly authorized, validly issued and are fully paid and, subject to the Laws of the State of Delaware, non-assessable, and were not issued in violation of any purchase option, call option, right of first refusal or preemptive right. There are no outstanding or authorized equity appreciation, phantom stock, profit participation, preemptive rights, registration rights, approval rights, proxies or rights of first refusal affecting such partnership interests.

(b) The Partnership directly or indirectly owns 100% of the Subsidiary Interests beneficially and of record, free and clear of all Liens, other than Permitted Liens. The Subsidiary Interests constitute all of the issued and outstanding Equity Interests in the Partnership Subsidiaries. The Subsidiary Interests have been duly authorized, validly issued and are fully paid and, subject to the Laws of the State of Delaware (or, in the case of Tiburon Operating, LLC, Medallion Gathering & Processing, LLC, Medallion Pipeline Company, LLC, MGP Marketing, LLC and Medallion Crude Oil Logistics, LLC, the Laws of the State of Texas), non-assessable, and were not issued in violation of any purchase option, call option, right of first refusal or preemptive right. There are no outstanding or authorized equity appreciation, phantom stock, profit participation, preemptive rights, registration rights, approval rights, proxies or rights of first refusal affecting the Subsidiary Interests.

(c) MMP owns all of the Equity Interests in each of Medallion Producer Services, LLC and Medallion Midland Gathering, LLC, beneficially and of record, free and clear of all Liens, other than Permitted Liens. The Equity Interests in Medallion Producer Services, LLC and Medallion Midland Gathering, LLC have been duly authorized, validly issued and are fully paid and, subject to the Laws of the State of Texas, non-assessable, and were not issued in violation of any purchase option, call option, right of first refusal or preemptive right. There are no outstanding or authorized equity appreciation, phantom stock, profit participation, preemptive rights, registration rights, approval rights, proxies or rights of first refusal affecting the Equity Interests in each of Medallion Producer Services, LLC and Medallion Midland Gathering, LLC.

(d) MDP owns the MMP Interests, beneficially and of record, free and clear of all Liens, other than Permitted Liens. The MMP Interests have been duly authorized, validly issued and are fully paid and, subject to the Laws of the State of Delaware, non-assessable, and were not issued in violation of any purchase option, call option, right of first refusal or preemptive right. Except as set forth in the MMP LLCA, as of the Signing Date, there are no outstanding or authorized equity appreciation, phantom stock, profit participation, preemptive rights, registration rights, approval rights, proxies or rights of first refusal affecting the MMP Interests.

(e) Except for the Organizational Documents of the Target Companies, there are no voting trusts or other agreements or understandings to which any member of the Partnership Group or the MMP Group is a party with respect to the voting or registration of the Equity Interests of the Partnership Group or the MMP Group.

(f) No member of the Partnership Group or the MMP Group has outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with their respective equityholders on any matter.

(g) Except for the Subsidiary Interests and the MMP Interests and the Equity Interests in Medallion Producer Services, LLC and Medallion Midland Gathering, LLC, no member of the Partnership Group (i) beneficially owns, directly or indirectly, any Equity Interest in any Person, (ii) has any obligation to acquire any Equity Interest in any Person or (iii) has any obligation to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person.

(h) Except for the Equity Interests in Medallion Producer Services, LLC and Medallion Midland Gathering, LLC, no member of the MMP Group (i) beneficially owns, directly or indirectly, any Equity Interest in any Person, (ii) has any obligation to acquire any Equity Interest in any Person or (iii) has any obligation to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person.

Section 3.04 Financial Statements.

(a) Section 3.04(a) of the Disclosure Schedule sets forth true, accurate, and complete copies of (i) the unaudited consolidated balance sheet of the Partnership and its Subsidiaries as of the years ended December 31, 2022 and December 31, 2023 and the related unaudited consolidated statements of operations and cash flows for the 12-month periods then ended and (ii) the unaudited financial statements consisting of the consolidated unaudited balance sheet of the Partnership and its Subsidiaries as of June 30, 2024 (the “Interim Partnership Balance Sheet”) and the related consolidated unaudited statements of operations and cash flows for the six-month period then ended ((i) and (ii), collectively, the “Partnership Financial Statements”).

(b) Except as set forth in Section 3.04(b) of the Disclosure Schedule, the Partnership Financial Statements fairly present, in all material respects, the consolidated financial position of the Partnership and the consolidated results of operations of the Partnership on a consolidated basis, as of the dates indicated in such Partnership Financial Statements and for the periods covered by the Partnership Financial Statements, in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby, except (i) for the absence of notes to the Partnership Financial Statements and (ii) that the Partnership Financial Statements are subject to normal adjustments.

(c) The Partnership and its Subsidiaries have no Liabilities of the type required to be reflected on a consolidated balance sheet of the Partnership prepared in accordance with GAAP, except for Liabilities (i) reflected or reserved against in the Partnership Financial Statements, (ii) incurred in the ordinary course of business since the date of the Interim Partnership Balance Sheet, (iii) otherwise disclosed in this Agreement or the Disclosure Schedule or (iv) that, individually or in the aggregate, are not material to the Partnership and its Subsidiaries, taken as a whole.

(d) Since December 31, 2023, there has been no change in any of the accounting policies, practices or procedures of the Partnership and its Subsidiaries.

(e) Section 3.04(e) of the Disclosure Schedule sets forth true, accurate, and complete copies of (i) the audited consolidated balance sheet of MMA and its Subsidiaries as of the years ended December 31, 2022 and December 31, 2023 and the related audited consolidated statements of operations, member’s capital and cash flows for the 12-month periods then ended and (ii) the unaudited financial statements consisting of the consolidated unaudited balance sheet of MMA and its Subsidiaries as of June 30, 2024 (the “Interim MMA Balance Sheet”) and the related consolidated unaudited statements of operations, member’s capital and cash flows for the six-month period then ended ((i) and (ii), collectively, the “MMA Financial Statements”).

(f) Except as set forth in Section 3.04(f) of the Disclosure Schedule, the MMA Financial Statements fairly present, in all material respects, the consolidated financial position of MMA and the consolidated results of operations of MMA on a consolidated basis, as of the dates indicated in such MMA Financial Statements and for the periods covered by the MMA Financial Statements, in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby, except (i) for the absence of notes to the Interim MMA Balance Sheet and related unaudited statements of operations, member’s capital and cash flows and (ii) that the Interim MMA Balance Sheet and related unaudited statements of operations, member’s capital and cash flows are subject to normal adjustments.

(g) MMA and its Subsidiaries have no Liabilities of the type required to be reflected on a consolidated balance sheet of MMA prepared in accordance with GAAP, except for Liabilities (i) reflected or reserved against in the MMA Financial Statements, (ii) incurred in the ordinary course of business since the date of the Interim MMA Balance Sheet, (iii) otherwise disclosed in this Agreement or the Disclosure Schedule or (iv) that, individually or in the aggregate, are not material to MMA and its Subsidiaries, taken as a whole.

(h) Since December 31, 2023, there has been no change in any of the accounting policies, practices or procedures of MMA and its Subsidiaries.

(i) Section 3.04(i) of the Disclosure Schedule sets forth true, accurate and complete copies of (i) the audited consolidated balance sheet of MMP and its Subsidiaries as of December 31, 2022 and December 31, 2023 and the related audited consolidated statements of operations, member’s capital and cash flows for the 12-month periods then ended and (ii) the unaudited financial statements consisting of the consolidated unaudited balance sheet of MMP and its Subsidiaries as of June 30, 2024 (the “Interim MMP Balance Sheet”) and the related consolidated unaudited statements of operations, member’s capital and cash flows for the six-month period then ended ((i) and (ii), collectively, the “MMP Financial Statements”).

(j) Except as set forth in Section 3.04(j) of the Disclosure Schedule, the MMP Financial Statements fairly present, in all material respects, the consolidated financial position of MMP and the consolidated results of operations of MMP on a consolidated basis, as of the dates indicated in such MMP Financial Statements and for the periods covered by the MMP Financial Statements, in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby, except (x) for the absence of notes to the Interim MMP Balance Sheet and related unaudited statements of operations, member’s capital and cash flows and (y) that the Interim MMP Balance Sheet and related unaudited statements of operations, member’s capital and cash flows are subject to normal adjustments.

(k) MMP and its Subsidiaries have no Liabilities of the type required to be reflected on a consolidated balance sheet of MMP prepared in accordance with GAAP, except for Liabilities (i) reflected or reserved against in the MMP Financial Statements, (ii) incurred in the ordinary course of business since the date of the Interim MMP Balance Sheet, (iii) otherwise disclosed in this Agreement or the Disclosure Schedule or (iv) that, individually or in the aggregate, are not material to MMP and its Subsidiaries, taken as a whole.

(l) Except as otherwise set forth in Section 3.04(l) of the Disclosure Schedule, from the Effective Time to the Signing Date, there has been no Distributed Cash or Contributed Cash and the Partnership Group and the MMP Group have not incurred any Indebtedness. The amount of Indebtedness for borrowed money of the Partnership Group and the MMP Group (based on the Partnership Group’s percentage equity interest in the MMP Group) as of the Signing Date is $884,524,914.

Section 3.05 Compliance with Applicable Laws. Except as otherwise set forth in Section 3.05 of the Disclosure Schedule, (a) each member of the Partnership Group and the MMP Group is, and in the past three years has been, in compliance in all material respects with all Laws and (b) in the past three years, no member of the Partnership Group or the MMP Group has received any written notice from any Governmental Authority alleging, nor, to the Sellers’ Knowledge, has any Governmental Authority otherwise threatened that any member of the Partnership Group or the MMP Group is in material violation of, or has materially failed to comply with, any Laws.

Section 3.06 Permits. Except as set forth in Section 3.06 of the Disclosure Schedule, (i) the Target Companies hold all material Permits necessary for the ownership and operation of the Target Assets and for the conduct of the Business as currently conducted (the “Target Permits”), (ii) the Target Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in an adverse modification, termination, cancellation or revocation thereof, (iii) no written notice of revocation, cancellation or termination of any Target Permit has been received by any member of the Partnership Group or MMP Group that has not been resolved, (iv) each member of the Partnership Group and the MMP Group is in compliance in all material respects with its obligations under, and the terms of, each Target Permit, (v) applications for the renewal of all Target Permits have been timely filed if necessary and (vi) no event or Action is pending or has occurred and no condition or state of facts exists which (A) constitutes or, after notice or lapse of time or both, would constitute a material breach or default by any member of the Partnership Group or the MMP Group under any such Target Permit, (B) permits or, after notice or lapse of time or both, would reasonably be expected to permit revocation, termination, or inability to renew when renewal is required, of any such Target Permit, (C) would materially and adversely affect the rights of any member of the Partnership Group or the MMP Group under any such Target Permit, or (D) has caused (or would reasonably be expected to cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any Target Permit (in each case, with or without notice or lapse of time or both).

Section 3.07 Litigation; Orders. Except as set forth in Section 3.07 of the Disclosure Schedule or any Action filed by any Governmental Authority after the date hereof related to or arising out of the HSR Act, there are no, and in the past three years there has been no, (a) Actions pending or, to the Sellers’ Knowledge, threatened, against any member of the Partnership Group or the MMP Group or any of their respective properties; or (b) outstanding Orders to which any member of the Partnership Group or the MMP Group is a party or against any of their respective properties, in each case that would, if determined adversely to any Target Company or their respective properties, reasonably be expected to be material to the Business, taken as a whole.

Section 3.08 Real Property.

(a) Section 3.08(a) of the Disclosure Schedule sets forth, as of the Signing Date, a true and correct list of the Real Property (other than the Target Easements) to which any member of the Partnership Group or the MMP Group has any right, title, interest or possession, and noting whether such Real Property is owned in fee (collectively, the “Target Fee Property”) or covered by a Target Lease (collectively, the “Target Leased Property”).

(b) With respect to Target Fee Property, Section 3.08(a) of the Disclosure Schedule sets forth, as of the Signing Date, (i) a description of, or (ii) a recordation file number within the appropriate real property records of the relevant county or parish to the documentation of, such Target Fee Property.

(c) True, correct and complete copies of each Lease for the Target Leased Property (in each case, a “Target Lease”), and any material amendment or supplement thereto, have been made available to the Purchaser.

(d) Except as set forth on Section 3.08(d) of the Disclosure Schedule, the applicable member of the Partnership Group or the MMP Group, (i) has good and indefeasible fee simple title to each tract or parcel of Target Fee Property, (ii) has a legal, valid and binding leasehold interest in the Target Leased Property, (iii) has a valid easement estate in the Real Property covered by each Target Easement, (iv) has the legal right to use the Real Property, in all material respects, for the purposes for which such Real Property is currently being used pursuant to applicable urbanization, zoning and other land use Laws and (v) owns all right, title and interest in the buildings, structures, improvements and fixtures (if any) located on the Real Property, in each case of clauses (i) through (v), free and clear of all Liens other than Permitted Liens, but subject to the terms of the applicable Contract vesting the applicable member of the Partnership Group or the MMP Group, as applicable, with any right, title or interest in or possession of such Real Property.

(e) No Seller, member of the Partnership Group nor the MMP Group nor any of their respective Affiliates has received any written notice from any Person alleging that any Real Property, or the use of Real Property by any member of the Partnership Group or MMP, is in violation, in any material respect, of any applicable Law or the terms of any Target Lease or Target Easement, which alleged material violation has not been cured.

(f) Except as listed on Section 3.08(f) of the Disclosure Schedule, (i) there is no event or set of facts or circumstances in existence that constitutes, or with the lapse of time or the giving of notice or both, would reasonably be expected to constitute, a material default by any member of the Partnership Group or the MMP Group under: (A) any Target Lease or (B) any Target Easement; (ii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Target Fee Property that would be triggered by the Transactions; (iii) no member of the Partnership Group or the MMP Group is a party to any agreement or option to purchase any material real property or interest therein; and (iv) none of the Sellers, any member of the Partnership Group or the MMP Group or any of their respective Affiliates, has leased or otherwise granted to any Person (other than any member of the Partnership Group or the MMP Group) the right to use or occupy the Real Property, except for contractors, licensees and invitees, and to the Knowledge of the Sellers, no Persons other than members of the Partnership Group or the MMP Group are occupying or have any right to occupy or otherwise utilize in any way the Real Property in any manner that would materially adversely interfere with the ownership, operation and use of the Target Assets as currently owned, operated and used, other than pursuant to Permitted Liens.

(g) There are no eminent domain, land-use, Permit-related or other similar Actions pending or, to the Sellers’ Knowledge, threatened in writing by any Person affecting any Real Property, and the Sellers have not received written notice from a Governmental Authority that any material Permit to use the Real Property will not be renewed upon expiration or that any material condition will be imposed to use or renew the same.

(h) The Target Fee Property, Target Leased Property and Target Easements, as a whole, constitute all of the material real property interests owned, used or held for use in the conduct of the Business in the ordinary course and, as a whole, are sufficient in all material respects for the continued conduct and operation of the Business in the ordinary course, including as required to perform under the Material Contracts.

Section 3.09 Environmental Matters. Except as set forth in Section 3.09 of the Disclosure Schedule:

(a) each member of the Partnership Group and the MMP Group is, and, since January 1, 2021 has been, in compliance in all material respects with all Environmental Laws to which such Partnership Group member or MMP Group member, as applicable, and its respective business, assets and Real Property are subject, including timely possessing, renewing and complying in all material respects with the terms and conditions of all Environmental Permits;

(b) since January 1, 2021 (or earlier if unresolved), no member of the Partnership Group or the MMP Group has received from any Governmental Authority or other Person any written notice, report, directive, Order or other information alleging or otherwise relating to a violation, potential violation, Liability or responsibility of any member of the Partnership Group or the MMP Group pursuant to any Environmental Law involving the conduct of the Business or the Real Property other than notices with respect to matters that have been resolved to the satisfaction of the relevant Governmental Authority and for which such member of the Partnership Group or the MMP Group, as applicable, has no further material obligations outstanding;

(c) no member of the Partnership Group or the MMP Group is subject to any outstanding Order nor, to the Sellers’ Knowledge, has any Order been threatened, that would reasonably be expected to impose on any such Person a material Liability or material restriction on operations pursuant to any Environmental Law;

(d) there has not been any Release, treatment, storage, arrangement for or permitting the disposal, transportation or handling of, exposure to or contamination by, Hazardous Materials, including on, from or onto any current, or, to the Knowledge of Sellers, former Real Property by any member of the Partnership Group or the MMP Group, or, to the Knowledge of Sellers, any other person, in each case, in a manner which has given or would reasonably be expected to give rise to a material Liability or investigative, remedial or corrective action obligation on the part of any member of the Partnership Group or the MMP Group pursuant to Environmental Laws;

(e) there are no Actions pending, or, to the Sellers’ Knowledge, threatened against any member of the Partnership Group or the MMP Group under Environmental Laws, including any Actions that would reasonably be expected to impose a material Liability or material restriction on operations with respect to the Business or the Real Property;

(f) no member of the Partnership Group or the MMP Group has assumed, undertaken, provided an indemnity with respect to or otherwise become subject to the material liability of any other Person arising under Environmental Laws or relating to Hazardous Materials; and

(g) true, correct and complete copies of all material environmental audits, reports, assessments and other material environmental, health and safety documents relating to the current or former properties, facilities or operations of the Partnership Group or the MMP Group, including the Real Property of the Business that are in the possession or reasonable control of the Sellers or any member of the Partnership Group or the MMP Group and have been prepared by third parties who are not Affiliates of the Sellers, the Partnership Group or the MMP Group since January 1, 2021 have been made available to the Purchaser.

Section 3.10 Taxes. Except as set forth in Section 3.10 of the Disclosure Schedule:

(a) all income and other material Tax Returns required to be filed by any member of the Partnership Group or the MMP Group have been duly and timely filed, and all such Tax Returns are complete and accurate in all material respects;

(b) all income and other material Taxes required to have been paid by any member of the Partnership Group or the MMP Group have been duly and timely paid (whether or not reflected on any Tax Return);

(c) any withholding and deposit Tax requirements imposed on any member of the Partnership Group or the MMP Group have been satisfied in all material respects, and all amounts so withheld have been remitted to the appropriate Governmental Authority;

(d) there are no material Liens for Taxes (other than those described in clause (a) of Permitted Liens) on the (i) Equity Interests of any member of the Partnership Group or the MMP Group (excluding interests in MMP other than the MMP Interests) or (ii) assets of any member of the Partnership Group or the MMP Group;

(e) no material assessment, deficiency, or adjustment has been asserted, proposed, or threatened in writing with respect to any Taxes of any member of the Partnership Group or the MMP Group that has not been resolved, and no material Tax audits, examinations or administrative or judicial proceedings are being conducted, are pending or have been threatened in writing by (and remain unresolved with) any Governmental Authority with respect to any member of the Partnership Group or the MMP Group;

(f) for U.S. federal (and applicable state and local) income tax purposes: (A) each of the Partnership and MMP is treated as a partnership; (B) each of the Partnership Subsidiaries is treated as an entity disregarded as separate from the Partnership; and (C) each of the Subsidiaries of MMP is treated as an entity disregarded as separate from MMP;

(g) none of the members of the Partnership Group or the MMP Group will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of: (i) any accounting method change or closing agreement with any Governmental Authority filed or made prior to the Closing, (ii) any prepaid amount received or deferred revenue accrued prior to the Closing or (iii) any intercompany transaction, installment sale or open transaction entered into prior to the Closing;

(h) none of the members of the Partnership Group or the MMP Group has been a member of an affiliated, combined, consolidated, unitary or similar group with respect to Taxes (including any affiliated group within the meaning of Section 1504 of the Code and any similar group under state, local or non-U.S. Tax Law), or has any material liability for the Taxes of any Person (other than another member of the Partnership Group or the MMP Group), as a transferee or successor, by contract (other than as a result of any contract entered into in the ordinary course of business and not primarily relating to Taxes), assumption or operation of Law;

(i) none of the members of the Partnership Group or the MMP Group has participated in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4 (or any other transaction requiring disclosure under any similar provision of state, local or non-U.S. Tax Law);

(j) no asset of the Partnership Group or the MMP Group is subject to a Tax partnership agreement (other than in respect of the Partnership’s and MMP’s status as partnerships);

(k) the Partnership Group and the MMP Group are in material compliance with applicable escheat and unclaimed property Laws; and

(l) the unpaid Taxes of MMA and its Subsidiaries did not, as of the date of the Interim MMA Balance Sheet, materially exceed the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Interim MMA Balance Sheet (rather than in any notes thereto) and do not materially exceed such reserve as updated for the passage of time through the Closing Date in accordance with the past custom and practice of MMA and its Subsidiaries; and the unpaid Taxes of the MMP Group did not, as of the date of the Interim MMP Balance Sheet, materially exceed the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Interim MMP Balance Sheet (rather than in any notes thereto) and do not materially exceed such reserve as updated for the passage of time through the Closing Date in accordance with the past custom and practice of the MMP Group.

Section 3.11 Material Contracts.

(a) Section 3.11 of the Disclosure Schedule sets forth a true, correct and complete list of each of the following Contracts (other than any Organizational Documents or Benefit Plans of any of the Target Companies) currently in effect to which a member of the Partnership Group or the MMP Group is a party or which is binding on the Target Assets as of the Signing Date (such Contracts listed in Section 3.11 of the Disclosure Schedule, collectively “Material Contracts”):

(i) each Contract forming or establishing any partnership or joint venture, including any Contract involving a sharing of the profits, losses, costs or liability of the Partnership Group or MMP Group with any other Person;

(ii) each Contract between either a Seller or any Affiliate of a Seller (other than a Target Company) or any of their respective directors, managers, employees or officers, on the one hand, and any Target Company, on the other hand (each an “Affiliate Contract”);

(iii) each Contract that (A) constitutes a non-competition agreement, covenant not to compete or any similar agreement that purports to restrict or prohibit in any material respect the manner (or the locations) in which the Partnership Group’s or the MMP Group’s assets, business or customers are or may be located or (B) containing exclusivity provisions (but excluding agreements regarding the non-use or non-disclosure of information entered into in the ordinary course of business with the suppliers or vendors of the Partnership Group or the MMP Group);

(iv) each Contract that contains an acreage dedication agreement and can reasonably be expected to result in aggregate capital expenditures by, or annual payments to, any member of the Partnership Group or the MMP Group, in excess of $3,000,000 in the aggregate in calendar year 2024 or 2025;

(v) each Contract that is an interconnection agreement;

(vi) each Contract regarding any material indemnification obligations incurred or provided by the Partnership Group or the MMP Group (other than as part of ordinary course indemnification obligations contained in commercial contracts that are customary in the oil and gas business);

(vii) each Contract constituting a derivative or financial swap, exchange, commodity option or hedge;

(viii) each Contract involving the provision of services that contains a “most favored nation” pricing provision;

(ix) each Contract that includes a commitment or reservation of the future capacity of any pipelines or storage facilities of the Partnership Group or the MMP Group for a period of 12 months or longer and can reasonably be expected to result in aggregate annual payments by or to any member of the Partnership Group or the MMP Group, in excess of $3,000,000 in the aggregate in calendar year 2024 or 2025;

(x) each Contract that includes a commitment by any Partnership Group or the MMP Group member to purchase, sell, exchange, store, transmit, gather, dispose, recycle, treat, process, transport or deliver volumes of fresh or produced water, crude oil, natural gas, condensate or other hydrocarbons, and which is not terminable without penalty on 90 days or less prior written notice;

(xi) each Contract for the operation, maintenance and management of the Target Assets that are material to the operation of the Business;

(xii) each Contract for the procurement of goods or services that can reasonably be expected to result in aggregate annual payments by any member of the Partnership Group or the MMP Group, in excess of $3,000,000 in the aggregate in calendar year 2024 (it being understood that payment obligations under any purchase orders under a Contract shall be aggregated with the obligations under the applicable Contract for purposes of the foregoing threshold);

(xiii) each Contract evidencing Indebtedness or creating a Lien on the Target Assets securing Indebtedness;

(xiv) each Contract involving the resolution or settlement of any actual or threatened Actions against or by the Partnership Group or the MMP Group (x) that has not been fully performed by the Partnership Group or the MMP Group, as applicable, or (y) that otherwise imposes continuing conduct obligations (other than confidentiality obligations) on the Partnership Group or the MMP Group, as applicable;

(xv) any Target Lease (including capacity leases and storage leases) that during the 12 months ended June 30, 2024 individually resulted in, or is reasonably expected in the future to result in, annual revenues to or payments by the Partnership Group and the MMP Group in excess of $5,000,000;

(xvi) each Contract not otherwise disclosed pursuant to any other clause under this Section 3.11(a) that can reasonably be expected to result in aggregate annual payments to or from the Partnership Group or the MMP Group in excess of $1,000,000 in the aggregate in any given 12-month period (it being understood that payments under any purchase orders under a Contract shall be aggregated with the other payments under the applicable Contract for purposes of the foregoing threshold);

(xvii) any collective bargaining agreement, memorandum of understanding, or other Contract with any labor union, works council, or similar labor organization or employee representative (each a, “Labor Agreement”) with respect to current or former employees of any member of the Partnership Group or the MMP Group;

(xviii) each Contract for the sale, transfer or other disposition of any material assets or Equity Interests of any member of the Partnership Group or the MMP Group (other than those providing for sales, transfers or dispositions of inventory or pipeline loss allowance in the ordinary course of business) or for the grant to any Person of any preferential rights to purchase any of the assets or Equity Interests of any member of the Partnership Group or the MMP Group, in each case, under which there are material outstanding obligations of the Partnership Group or the MMP Group; or

(xix) each Contract for any acquisition of any assets or Equity Interests of any member of the Partnership Group or the MMP Group (other than those acquisitions of inventory in the ordinary course of business consistent with past practice) that contains an “earn-out” provision or other contingent or future payment obligations, or ongoing material indemnification obligations, in each case, that have not been satisfied in full.

(b) Each of the Material Contracts is in full force and effect and constitutes a legal, valid and binding obligation of the applicable member of the Partnership Group or the MMP Group and, to the Sellers’ Knowledge, the counterparties to such Material Contracts, subject in each case to the Remedies Exception. No member of the Partnership Group or the MMP Group, and, to the Sellers’ Knowledge, no counterparty to any Material Contract, is or, with the passage of time, would reasonably be expected to be in breach or violation of or default under such Material Contract, except (i) for breaches, violations or defaults as would not reasonably be expected to be material to the Business, taken as a whole, and (ii) that, in order to avoid a breach or violation of, or default under, any Material Contract, the Consent of such other parties set forth in Section 3.02(b) of the Disclosure Schedule may be required in connection with the Transactions.

(c) Except as set forth on Section 3.11(c) of the Disclosure Schedule, there have been no temporary releases, permanent releases or other penalties for curtailment or non-performance under any Material Contract, whether or not such release or other penalty is deemed a breach of such Material Contract, resulting in a loss or liability in excess of $1,000,000.

Section 3.12 Intellectual Property.

(a) Section 3.12(a) of the Disclosure Schedule sets forth, as of the Signing Date, a true, correct and complete list of, for each member of the Partnership Group and the MMP Group, all Contracts or other arrangements with respect to any material Intellectual Property the primary purpose of which is the licensing of Intellectual Property to such member of the Partnership Group or the MMP Group, as applicable, excluding any Contracts related to COTS.

(b) Except as set forth in Section 3.12(b) of the Disclosure Schedule, the Partnership Group and the MMP Group own, or is licensed or otherwise possesses the right to use, free and clear of Liens other than Permitted Liens, all of the Partnership Group Intellectual Property Rights, and such Partnership Group Intellectual Property Rights constitute all of the material Intellectual Property primarily used or held for use in the Business as currently conducted.

(c) Section 3.12(c) of the Disclosure Schedule sets forth, as of the Signing Date, a true, correct and complete list of, for each member of the Partnership Group and the MMP Group, all Registered Intellectual Property Rights owned by the Partnership Group and the MMP Group. To the Sellers’ Knowledge, the conduct of the Business does not materially infringe, violate, misuse or misappropriate the Registered Intellectual Property Rights of any other Person.

(d) Except as set forth on Section 3.12(d) of the Disclosure Schedule, (i) there are no pending or, to the Knowledge of the Sellers, threatened claims by any Person alleging infringement, misappropriation or other violation by the Partnership Group or the MMP Group of any Registered Intellectual Property Rights of any Person, (ii) to the Knowledge of the Sellers, the conduct of the business of the Partnership Group and the MMP Group does not infringe, misappropriate or otherwise violate any Registered Intellectual Property Rights of any Person, (iii) no member of the Partnership Group or MMP Group has made any claim of a violation, infringement or misappropriation by others of their rights to or in connection with the Partnership Group Intellectual Property Rights, and (iv) to the Knowledge of the Sellers, no person is infringing, misappropriating or otherwise violating any Partnership Group Intellectual Property Rights.

Section 3.13 Employees; Benefit Plan Matters.

(a) The Sellers have delivered to the Purchaser a true, correct and complete list that contains the name, job title, date of hire, annualized base salary or hourly base wage as applicable, target bonus opportunity, exempt or non-exempt classification (for U.S. employees), principal location of employment (including U.S. state), and employing entity of each Business Employee.

(b) Other than as set forth on Section 3.13(b) of the Disclosure Schedule, no member of the Partnership Group or the MMP Group maintains, sponsors, contributes to or is required to contribute to, or has during the previous six years, maintained, sponsored, contributed to or been required to contribute to, or has any liability with respect to, any Benefit Plan, other than employment agreements or offer letters that provide for at-will employment that may be terminated on less than 30 days’ notice (each, a “Business Benefit Plan”). With respect to each material Business Benefit Plan, the Partnership Group and the MMP Group have delivered to the Purchaser complete and accurate copies of (i) each Business Benefit Plan, including any amendment thereto, (ii) a written description of any such Business Benefit Plan if such plan is not set forth in a written document, (iii) each trust, insurance, annuity or other funding Contract related thereto (if any), (iv) the most recent audited financial statements and actuarial or other valuation reports prepared with respect thereto (if any), (v) the most recent IRS determination or opinion letter (if any), (vi) the most recent annual report on Form 5500 required to be filed with the IRS with respect thereto (if any) and (vii) all material correspondence to or from any Governmental Authority received in the last three (3) years with respect to any such Business Benefit Plan.

(c) No member of the Partnership Group or the MMP Group sponsors, maintains, contributes to or has an obligation to contribute to (or has in the last six years sponsored, maintained, contributed to or been required to contribute to) or has any liability with respect to, including on account of an ERISA Affiliate: (i) a “defined benefit plan” (as defined in Section 3(35) of ERISA) or a plan that is or was subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code or (ii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), a “multiple employer plan” (as defined in Section 413(c) of the Code) or a “multiemployer plan” (within the meaning of Section 3(37) of ERISA).

(d) No member of the Partnership Group or the MMP Group is a party to or bound by any Labor Agreement with a labor union, works council, or similar labor organization or employee representative (collectively, “Union”), and there is not any Union representing or purporting to represent any Business Employee in connection with work performed on behalf of any Partnership Group member or any MMP Group member. To the Sellers’ Knowledge, in the past three years, there have been no labor union organizing activities with respect to any Business Employees. In the past three years, there have been no actual or, to the Knowledge of the Sellers, threatened unfair labor practice charges, material labor grievances, material labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Partnership Group member or any MMP Group member.

(e) The members of the Partnership Group and the MMP Group are, and in the past three years have been, in compliance in all material respects with all applicable Laws relating to labor and employment (including such Laws with respect to anti-discrimination, anti-harassment, and anti-retaliation, terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees)), the investigation of (and, if applicable, taking of corrective action with respect to) sexual harassment and other discrimination or retaliation complaints, immigration (including the completion of Form I-9 for all U.S. employees and the proper confirmation of employee visas), restrictive covenants, pay transparency, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (“WARN Act”), workers’ compensation, labor relations, employee leave issues, employee trainings and notices, affirmative action, unemployment insurance, automated employment decision tools, and other artificial intelligence), except for any non-compliance as would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Section 3.13(e) of the Disclosure Schedule, there are no material Actions pending or, to the Sellers’ Knowledge, threatened, against any member of the Partnership Group or the MMP Group and brought by or on behalf of any Business Employee or former employee of any member of the Partnership Group or the MMP Group.

(f) To the Knowledge of the Sellers, no member of the Partnership Group or the MMP Group expects any material liabilities with respect to any allegations of sexual harassment or other discrimination, retaliation or policy-violation and are not aware of any such allegations that, if known to the public, would bring any member of the Partnership Group or the MMP Group into material disrepute.

(g) Other than as set forth on Section 3.13(g) of the Disclosure Schedule, neither the execution or delivery of this Agreement nor the consummation of the Transactions could, either alone or in combination with another event, (i) entitle any current or former employee, consultant, officer or other individual service provider of the Partnership Group or the MMP Group to any payment or benefit, (ii) accelerate the time of payment, vesting or funding, or increase the amount, of compensation or benefits due to any current or former employee, consultant, officer or other individual service provider of the Partnership Group or the MMP Group, (iii) restrict or limit the right of the Partnership Group or the MMP Group to administer, amend or terminate any Business Benefit Plan, or (iv) result in any payments or benefits that, individually or in combination with any other payment or benefit, could constitute an “excess parachute payment” within the meaning of Section 280G of the Code or result in the imposition of an excise Tax under Section 4999 of the Code.

(h) All contributions, distributions and premium payments required to be made under the terms of any Business Benefit Plan have been timely made or, if not yet due, have been properly reflected in the applicable financial statements in accordance with GAAP. Each of the Partnership Group and the MMP Group is in material compliance with ERISA, the Code and all other Laws applicable to Business Benefit Plans. Any Business Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or equivalent opinion letter from the IRS, or is the subject of a favorable opinion or advisory letter from the IRS on which the Partnership Group and the MMP Group can rely and, nothing has occurred since the date of such determination or opinion letter that would reasonably be expected to adversely affect such qualification.

(i) No Business Benefit Plan provides, and neither the Partnership Group nor the MMP Group sponsors, maintains, contributes to or is required to contribute to or has any liability to any plan or arrangement which provides retiree health, medical, life or other welfare benefits, except pursuant to the continuation coverage requirements of Section 601 et seq. of ERISA or Section 4980B of the Code for which the covered individual pays the full cost of coverage.

(j) The Partnership Group and the MMP Group have not incurred (whether or not assessed) any penalty or Tax under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code. There are no pending or, to the knowledge of the Sellers’, threatened actions, suits, claims, audits or investigations by or on behalf of any Business Benefit Plan, by any employee or beneficiary covered under any Business Benefit Plan or otherwise involving any Business Benefit Plan (other than routine claims for benefits).

(k) Each Business Benefit Plan and any award thereunder that constitutes a “non-qualified deferred compensation plan” under Section 409A of the Code has been operated and documented in all material respects in compliance with Section 409A of the Code. No director, officer, employee or other individual service provider of the Partnership Group or the MMP Group is entitled to a gross-up, make-whole, reimbursement or indemnification payment with respect to any Taxes, including those imposed under Section 409A or Section 4999 of the Code.

Section 3.14 Insurance. Set forth in Section 3.14 of the Disclosure Schedule is a list of each type of insurance policy maintained by the Partnership Group and the MMP Group or by the Sellers or their Affiliates on behalf of the Partnership Group or the MMP Group (or any member thereof), as applicable, as of the Signing Date. The Partnership Group and the MMP Group maintain, or are entitled to the benefits of, insurance in such amounts and against such risks as is customary in all material respects for the industries in which such Person operates. Except as set forth in Section 3.14 of the Disclosure Schedule, there is no material Action pending under any such insurance policy with respect to the Business, the Real Property, the Partnership Group’s assets, the MMP Group’s assets or any member of the Partnership Group or the MMP Group, and no member of the Partnership Group or the MMP Group has received written notice disclaiming coverage, reserving rights with respect to a particular claim or any such insurance policy in general or canceling or materially amending any such insurance policy.

Section 3.15 Broker’s Commissions. Except as set forth in Section 3.15 of the Disclosure Schedule, no member of the Partnership Group or the MMP Group has, directly or indirectly, entered into any Contract with any Person that would obligate the Purchaser or any Target Company to pay any commission, brokerage fee or “finder’s fee” in connection with the Transactions.

Section 3.16 Absence of Changes. Except as set forth in Section 3.16 of the Disclosure Schedule or as contemplated by the Transaction Documents, since the date of the Interim Balance Sheets, (a) the Business has been conducted in all material respects in the ordinary course of business consistent with past practice, except as contemplated by the Transaction Documents, (b) there has not been a Material Adverse Effect, and (c) no member of the Partnership Group or the MMP Group has taken any action that, if taken during the Interim Period without the Purchaser’s consent, would have constituted a material breach of Section 7.01(a).

Section 3.17 Imbalances. There are no pipeline imbalances associated with the pipelines, transport conduit or interconnection facilities owned or used in connection with the Business as of the Signing Date, other than pipeline balances in the ordinary course of business that are not material to the Target Companies, taken as a whole, or the MMP Group, taken as a whole.

Section 3.18 Bonds. Section 3.18 of the Disclosure Schedule sets forth, as of the Signing Date, all of the bonds, letters of credit, and guaranties posted by the Partnership Group or the MMP Group with Governmental Authorities or other third parties relating to the Target Assets as of the Signing Date.

Section 3.19 Capital Commitments. Section 3.19 of the Disclosure Schedule sets forth, as of the Signing Date, (i) all outstanding authorities for expenditures or outstanding capital commitments to third parties (including under any Material Contract) and other uncompleted capital projects related to the Business that involve capital expenditures in excess of ($5,000,000.00) (“Capital Projects”), (ii) a good faith estimate of the completion date on a project-by-project basis and (iii) a good faith estimate of the associated costs reasonably expected to be incurred until completion on a project-by-project basis.

Section 3.20 Affiliate Transactions. Except as set forth on Section 3.20 of the Disclosure Schedule, (i) there are no Affiliate Contracts and (ii) no director, manager, employee or officer of the Sellers or its Affiliates (including the Partnership Group and the MMP Group) owns or leases any asset, property or right which is used by the Partnership Group and the MMP Group, other than as a result of such Person’s indirect equity ownership in the Seller or any of its Affiliates (including the Partnership Group and the MMP Group).

Section 3.21 Regulatory Status.

(a) None of the Partnership Group or the MMP Group members is (i) a natural gas company under the Natural Gas Act, 15 U.S.C. §§ 717-717W, and the regulations promulgated by the Federal Energy Regulatory Commission (“FERC”) thereunder, (ii) a gas utility subject to the jurisdiction of the Railroad Commission of Texas, (iii) a holding company or a gas utility company as defined in the Public Utility Holding Company Act of 2005, 42 U.S.C. §§ 16451-16453, and the regulations promulgated by the FERC thereunder (“PUHCA”), or (iv) subject to regulation by the Department of Energy.

(b) None of the Partnership Group or the MMP Group members is a public utility under the Federal Power Act, 16 U.S.C. §§ 791a-825r and the regulations promulgated by the FERC thereunder or an electric utility company under PUHCA.

(c) Except as would not have, individually or in the aggregate, a Material Adverse Effect, all filings required to be made by any Partnership Group or the MMP Group member during the three (3) years preceding the date hereof, with the FERC under the Interstate Commerce Act implemented by the FERC pursuant to 49 USC § 60502 and the regulations promulgated by the FERC thereunder, with the Pipeline and Hazardous Materials Safety Administration of the Department of Transportation, the Federal Communications Commission, or any applicable state public utility commission or department, as the case may be, have been made.

Section 3.22 Condition and Sufficiency of Assets.

(a) The Target Companies have good and valid title to (or a valid, enforceable and existing leasehold interest in, license or other valid right to use) the material Target Assets, and hold all Contracts necessary for the conduct of the Business as it is conducted on the Signing Date, free and clear of all Liens, other than Permitted Liens.

(b) All Target Assets that constitute tangible personal property and are material to the Business (i) are (taking into account age and ordinary wear and tear) in good repair, working order and operating condition, adequate for present use by the Partnership Group or the MMP Group, as applicable, except with respect to any of the foregoing as would not reasonably be expected to be material to the Business, taken as a whole, and (ii) have, in all material respects, been owned, maintained and operated (A) in a good and workmanlike manner as expected by a reasonable and prudent operator in accordance with customary practices in the hydrocarbon gathering and processing industry and (B) in compliance with applicable Law.

(c) No member of the Partnership Group or the MMP Group is currently obligated by applicable Laws or Contracts to dismantle, abandon or remediate any Target Asset that constitutes tangible personal property and is material to the Business, excluding any such obligations that may arise on or after the Closing Date.

(d) The Target Assets and Contracts held by the Target Companies are sufficient for the continued conduct of the Business after the Closing in the same manner in all material respects as conducted immediately prior to the Signing Date.

Section 3.23 Disclaimer.

(a) Notwithstanding anything to the contrary in this Agreement, none of Trophy Acquisition, Medallion Management nor the General Partner makes any representation or warranty in any provision of this Agreement, the Disclosure Schedule or otherwise, other than those representations and warranties expressly set forth in this Article III and Article V (subject to the limitations in this Section 3.23), any Transaction Documents and in the certificate delivered pursuant to Section 8.03.

(b) FURTHER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE) OR IN ANY OTHER TRANSACTION DOCUMENT OR IN THE CERTIFICATE DELIVERED PURSUANT TO Section 8.03, EACH OF THE GENERAL PARTNER, TROPHY ACQUISITION, MEDALLION MANAGEMENT, THE PARTNERSHIP GROUP AND THE MMP GROUP EXPRESSLY DISCLAIM, ON THEIR BEHALF AND ON BEHALF OF THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, (I) ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH PERSONS OR THE TRANSACTIONS, INCLUDING WITH RESPECT TO (A) THE DISTRIBUTION OF OR RELIANCE ON ANY INFORMATION, DISCLOSURE OR DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN ANY DATA ROOM, MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS, OR OTHERWISE RELATING IN ANY WAY TO THE BUSINESS, THE PARTNERSHIP GROUP’S ASSETS, THE MMP GROUP’S ASSETS, THE PARTNERSHIP GROUP INTERESTS OR THE MMP INTERESTS, (B) ANY ESTIMATES OF THE VALUE OF THE BUSINESS, THE PARTNERSHIP GROUP’S ASSETS, THE MMP GROUP’S ASSETS, THE PARTNERSHIP GROUP INTERESTS OR THE MMP INTERESTS, (C) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, MARKETABILITY, PROSPECTS (FINANCIAL OR OTHERWISE) OR RISKS AND OTHER INCIDENTS OF THE BUSINESS, THE PARTNERSHIP GROUP’S ASSETS, THE MMP GROUP’S ASSETS, THE PARTNERSHIP GROUP INTERESTS OR THE MMP INTERESTS AND (D) ANY OTHER DUE DILIGENCE INFORMATION, (II) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES AND (III) ALL LIABILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE AVAILABLE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (INCLUDING OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES). THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PURCHASER SHALL BE DEEMED TO BE ACQUIRING THE PURCHASED INTERESTS, (AND, INDIRECTLY, THE PARTNERSHIP GROUP’S ASSETS, INCLUDING THE MMP INTERESTS), IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.” NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE STATEMENTS AND DISCLAIMERS IN THIS Section 3.23 SHALL EXPRESSLY SURVIVE THE CLOSING.

Article IV
[RESERVED.]

Article V
REPRESENTATIONS AND WARRANTIES RELATED TO THE SELLERS

Except as set forth in the Disclosure Schedule, each Seller hereby severally, but not jointly, represents and warrants to the Purchaser as of the Signing Date and the Closing Date (except to the extent a specific date is referenced, in which case each Seller severally, but not jointly, represents and warrants to the Purchaser as of such date) as follows:

Section 5.01 Organization; Good Standing. Such Seller is a limited partnership or limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation.

Section 5.02 Authority. Such Seller has all necessary limited partnership or limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by such Seller of this Agreement has been duly and validly authorized by all necessary limited partnership or limited liability company action on the part of such Seller. As of the Closing Date, the Transaction Documents executed and delivered by such Seller have been duly and validly executed by such Seller and (assuming due authorization, execution and delivery by the other Persons that are party thereto) constitute the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with their respective terms and conditions, subject in each case to the Remedies Exception.

Section 5.03 No Conflicts; Consents and Approvals.

(a) Except as set forth in Section 5.03(a) of the Disclosure Schedule, neither the execution and delivery by such Seller of this Agreement or the other Transaction Documents to which it is or will be a party, nor the consummation by such Seller of the Transactions will (i) violate or conflict with any provision of such Seller’s Organizational Documents, (ii) violate, result in a breach of or require consent or notice under any material Contract to which such Seller is a party, or result in the acceleration of or create in any Person the right to accelerate, terminate, modify or cancel any such material Contract, (iii) assuming receipt of all Consents of Governmental Authorities described in Section 5.03(b) of the Disclosure Schedule, materially violate or result in a material violation of any Law to which such Seller is subject or (iv) result in the imposition or creation of any Lien (other than Permitted Liens) on the General Partner Interests or the Partnership Interests, except in the case of clauses (ii) and (iv), as would not reasonably be expected, individually or in the aggregate, to prevent, materially impede or materially delay such Seller’s ability to timely consummate the Transactions.

(b) No Consent of, with or to any Governmental Authority is required to be obtained or made by such Seller in connection with the execution and delivery by such Seller of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than (i) requirements of any securities Laws, (ii) Consents set forth in Section 5.03(b) of the Disclosure Schedule, (iii) Consents required under the HSR Act, (iv) Consents not required to be made or given until after the Closing and (v) Consents that may be required because of the Purchaser’s participation in the Transactions, including any requirements applicable as a result of the specific legal or regulatory status of the Purchaser or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which the Purchaser or any of its Affiliates are or propose to be engaged (other than the Business).

Section 5.04 Ownership of the Purchased Interests.

(a) Collectively, Trophy Acquisition and Medallion Management own 100% of the Partnership Interests beneficially and of record, free and clear of all Liens, other than Permitted Liens.

(b) Except for the applicable Transaction Documents, neither Trophy Acquisition nor Medallion Management is a party to any Contract obligating Trophy Acquisition or Medallion Management to sell, transfer or otherwise dispose of the Partnership Interests, or any voting trust, proxy or other agreement or understanding with respect to the Partnership Interests.

(c) The General Partner owns 100% of the General Partner Interests beneficially and of record, free and clear of all Liens, other than Permitted Liens.

(d) Except for the applicable Transaction Documents, the General Partner is not a party to any Contract obligating the General Partner to sell, transfer or otherwise dispose of the General Partner Interests, or any voting trust, proxy or other agreement or understanding with respect to the General Partner Interests.

Section 5.05 Litigation; Orders. There are no (a) Actions pending or, to the Sellers’ Knowledge, threatened in writing, against such Seller, or (b) outstanding Orders to which such Seller is a party, in each case, except as would not reasonably be expected, individually or in the aggregate, to prevent, materially impede or materially delay such Seller’s ability to timely consummate the Transactions.

Section 5.06 Broker’s Commissions. Such Seller has not, directly or indirectly, entered into any Contract with any Person that would obligate the Purchaser or any Target Company to pay any commission, brokerage fee or “finder’s fee” in connection with the Transactions.

Section 5.07 No Other Representations. Notwithstanding anything to the contrary in this Agreement, such Seller makes no representation or warranty in any provision of this Agreement, the Disclosure Schedule or otherwise, other than those representations and warranties expressly set forth in Article III or this Article V (subject to the limitations in Section 3.23) and in the certificate delivered pursuant to Section 8.03.

Article VI
REPRESENTATIONS AND WARRANTIES RELATED TO THE PURCHASER

Except as set forth in the Purchaser Disclosure Schedule, the Purchaser hereby represents and warrants to the Sellers as of the Signing Date and the Closing Date (except to the extent a specific date is referenced, in which case the Purchaser represents and warrants to the Sellers as of such date) as follows:

Section 6.01 Organization. The Purchaser is an Oklahoma corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of formation.

Section 6.02 Authority. The Purchaser has all necessary company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Purchaser of this Agreement has been duly and validly authorized by all necessary company action on the part of the Purchaser. As of the Closing Date, the Transaction Documents executed and delivered by the Purchaser have been duly and validly executed by the Purchaser, and (assuming due authorization, execution and delivery by the other Persons that are party thereto) constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms and conditions, subject in each case to the Remedies Exception.

Section 6.03 No Conflicts; Consents and Approvals.

(a) Except as set forth in Section 6.03(a) of the Purchaser Disclosure Schedule, neither the execution and delivery by the Purchaser of this Agreement or the other Transaction Documents to which it is or will be a party, nor the consummation by the Purchaser of the Transactions, will (i) violate or conflict with any provision of the Purchaser’s Organizational Documents, (ii) violate, result in a breach of or require consent or notice under any material Contract to which the Purchaser is a party, or result in the acceleration of or create in any Person the right to accelerate, terminate, modify or cancel any such material Contract, (iii) assuming receipt of all Consents of Governmental Authorities described in Section 6.03(b) of the Purchaser Disclosure Schedule, materially violate or result in a material violation of any Law to which the Purchaser is subject or (iv) result in the imposition or creation of any Lien (other than Permitted Liens) on the Purchaser’s assets, except in the case of clauses (ii) and (iv), as would not reasonably be expected to have a Purchaser Material Adverse Effect.

(b) No Consent of, with or to any Governmental Authority is required to be obtained or made by the Purchaser in connection with the execution and delivery by the Purchaser of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than (i) requirements of any securities Laws, (ii) Consents set forth in Section 6.03(b) of the Purchaser Disclosure Schedule and (iii) Consents required under the HSR Act.

Section 6.04 Litigation; Orders. There are no (a) Actions pending or, to the Purchaser’s Knowledge, threatened in writing, against the Purchaser, or (b) outstanding Orders to which the Purchaser is a party or is otherwise bound, in each case, except as would not reasonably be expected to have a Purchaser Material Adverse Effect.

Section 6.05 Acquisition as Investment. The Purchaser is acquiring the Purchased Interests for its own account as an investment with the present intention of holding the Purchased Interests for investment purposes and not to sell, transfer or otherwise distribute the same to any other Person in violation of any securities Laws. The Purchaser has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of an investment in the Purchased Interests. The Purchaser acknowledges and agrees that the Purchased Interests are not registered pursuant to the 1933 Act and that none of the Purchased Interests may be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement or an applicable exemption from registration under the 1933 Act. The Purchaser is an “accredited investor” as defined under Rule 501 of Regulation D of the 1933 Act.

Section 6.06 Financial Resources; Solvency.

(a) The Purchaser as of the Closing shall have, sufficient cash on hand or other sources of immediately available funds as of the Closing Date to enable the Purchaser to (i) pay the Adjusted Purchase Price and (ii) fully perform its obligations under this Agreement and the other Transaction Documents and satisfy all costs and expenses arising in connection herewith and therewith on and immediately following the Closing Date. Notwithstanding anything to the contrary in this Agreement, the Purchaser’s obligation to effect and consummate the Transactions as of the Closing is not subject to the receipt or availability of any funds or financing.

(b) The Purchaser is not entering into the Transactions as of the Closing with the actual intent to hinder, delay or defraud its or any of its Subsidiaries’ present or future creditors. Immediately after the Closing, (i) the aggregate value of the consolidated assets of the Purchaser and its Subsidiaries shall exceed the aggregate value of the consolidated Liabilities of the Purchaser and its Subsidiaries at a fair valuation and a fair saleable value, (ii) the Purchaser and its Subsidiaries shall have the ability to pay all their respective Liabilities as they become due in the ordinary course of business and (iii) the Purchaser and its Subsidiaries shall not have an unreasonably small amount of capital with which to conduct their respective businesses. There are no bankruptcy, insolvency, reorganization or receivership proceedings pending against, being contemplated by, or threatened against the Purchaser or any of its Subsidiaries.

Section 6.07 Broker’s Commissions. The Purchaser has not, directly or indirectly, entered into any Contract with any Person that would obligate any Seller or any Target Company to pay any commission, brokerage fee or “finder’s fee” in connection with the Transactions.

Section 6.08 Anti-Money Laundering; Sanctions. No funds used by the Purchaser in connection with the Transactions are derived or obtained from any money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Act of 1970 (also known as the Bank Secrecy Act), the USA PATRIOT Act or any other Law governing such activities or any U.S. economic sanctions violations.

Section 6.09 Independent Investigation. THE PURCHASER ACKNOWLEDGES AND AGREES THAT (A) IT HAS MADE ITS OWN INDEPENDENT EXAMINATION, INVESTIGATION, ANALYSIS AND EVALUATION OF THE BUSINESS, THE PARTNERSHIP GROUP INTERESTS, THE MMP INTERESTS, THE GENERAL PARTNER INTERESTS AND THE TARGET COMPANIES’ ASSETS, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITION, TECHNOLOGY AND PROSPECTS; (B) IT HAS BEEN PROVIDED ACCESS TO PERSONNEL, PROPERTIES, PREMISES AND RECORDS OF THE TARGET COMPANIES FOR SUCH PURPOSE AND HAS RECEIVED AND REVIEWED SUCH INFORMATION AND HAS HAD A REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS RELATING TO SUCH MATTERS AS IT DEEMED NECESSARY OR APPROPRIATE TO CONSUMMATE THE TRANSACTIONS; (C) IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN ACQUISITION OF THE PURCHASED INTERESTS AND AN INVESTMENT IN THE TARGET COMPANIES; (D) THE SELLERS AND THE TARGET COMPANIES HAVE DELIVERED OR MADE AVAILABLE TO THE PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES, AS APPLICABLE, ALL INFORMATION WHICH THE PURCHASER OR ANY SUCH AFFILIATES OR REPRESENTATIVES HAVE REQUESTED FOR THE PURPOSE OF DECIDING WHETHER OR NOT TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS; (E) IT HAS RELIED SOLELY ON ITS OWN INVESTIGATION AND ANALYSIS AND THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS EXPRESSLY CONTAINED IN Article III AND Article V AND IN THE CERTIFICATE DELIVERED PURSUANT TO SECTION 8.03; AND (F) (I) NO REPRESENTATION OR WARRANTY HAS BEEN OR IS BEING MADE BY THE SELLERS OR ANY OTHER PERSON AS TO THE ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION PROVIDED OR MADE AVAILABLE TO THE PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES AND (II) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE ESTIMATES, PROJECTIONS, FORECASTS, PLANS, BUDGETS AND SIMILAR MATERIALS AND INFORMATION, THE PURCHASER IS FAMILIAR WITH SUCH UNCERTAINTIES, THE PURCHASER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATIONS OF THE ADEQUACY AND ACCURACY OF ANY AND ALL ESTIMATES, PROJECTIONS, FORECASTS, PLANS, BUDGETS AND OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN DELIVERED OR MADE AVAILABLE TO IT OR ANY OF ITS REPRESENTATIVES AND THE PURCHASER HAS NOT RELIED OR WILL NOT RELY ON SUCH INFORMATION.

Section 6.10 No Other Representations. Notwithstanding anything to the contrary in this Agreement, the Purchaser makes no representation or warranty in any provision of this Agreement, the Purchaser Disclosure Schedule or otherwise, other than those representations and warranties expressly set forth in this Article VI and in the certificate delivered pursuant to Section 9.03.

Article VII
COVENANTS

Section 7.01 Interim Period Operations.

(a) During the Interim Period, except as set forth in Section 7.01(a) of the Disclosure Schedule, as expressly permitted or required under the terms of this Agreement, as required by Law or to comply with the terms of any Contract in effect as of the Signing Date or as consented to in writing by the Purchaser (which consent shall not be unreasonably delayed, withheld or conditioned, and which consent shall be deemed given if the Purchaser does not respond to any request in writing within seven Business Days of any request for consent), the Sellers shall cause each member of the Partnership Group and the MMP Group to (x) use its commercially reasonable efforts to (i) operate the Business in the ordinary course of business, consistent with past practice, (ii) preserve substantially intact its present business organization, goodwill and assets, (iii) comply in all material respects with applicable Laws and the Material Contracts, (iv) maintain in effect all existing Target Permits, (v) keep available the services of its current officers and employees and (vi) preserve its existing relationships with Governmental Authorities and its material customers, suppliers, licensors, licensees, distributors, lessors and others having material business dealings with it (provided that this Section 7.01(a) shall not prohibit any Target Company from undertaking Emergency Operations and in such event, the Target Companies shall, as promptly as reasonably practicable, inform the Purchaser of such Emergency Operations) and (y) not, directly or indirectly:

(i) amend the Organizational Documents of any Partnership Group member or MMP Group member;

(ii) effect any recapitalization, reclassification, equity interest split, combination, exchange or other change in the capitalization of any Partnership Group member or MMP Group member;

(iii) permit any member of the Partnership Group or the MMP Group to acquire all or substantially all of the equity or assets of any other Person, form any non-wholly owned Subsidiaries;

(iv)  make any loans, advances or capital contributions to, or investments in, any other Person with a value in excess of $10,000,000 in the aggregate; provided, however, that no Partnership Group member or MMP Group member shall make any loans, advances or capital contributions to, or investments in, any other Person that would reasonably be expected to prevent, impede or delay the consummation of the Transactions;

(v) make any material change to the accounting practices of any Partnership Group member or MMP Group member, except as may be required by GAAP or other accounting principles or regulatory policy, or the interpretation or enforcement thereof;

(vi) liquidate, dissolve or otherwise wind up the affairs of any Partnership Group member or MMP Group member;

(vii) sell, assign, transfer, lease or dispose of any (A) assets (including Equity Interests) of any Partnership Group member or MMP Group member with a value in excess of $5,000,000, taken as a whole, except for dispositions of hydrocarbon inventory or pipeline loss allowances in the ordinary course of business or dispositions of obsolete or worthless assets or (B) Real Property with a value in excess of $5,000,000, taken as a whole;

(viii) mortgage, pledge or subject to a Lien (other than a Permitted Lien) any assets of any Partnership Group member or MMP Group member;

(ix) issue, sell, grant or exchange any Equity Interests of any Partnership Group member or MMP Group member;

(x) compromise or settle any material claim or Action in which a Partnership Group member or MMP Group member is a defendant, except where the aggregate payments by the Partnership Group or MMP Group do not exceed $1,000,000; provided, however, that no compromise or settlement shall (A) impose any restrictions or limitations upon the assets, operations, business or conduct of any Partnership Group member or the MMP Group member or any equity or injunctive remedies on any Partnership Group member or MMP Group member or (B) involve the admission of any criminal wrongdoing by any Partnership Group member or MMP Group member;

(xi) Except in connection with actions permitted by clause (xii) below, enter into any Contract that, if in effect as of the Signing Date, would be a Material Contract, or terminate, waive the performance of any material obligation under or materially amend any Material Contract (unless due to expiration in accordance with its terms);

(xii) make or incur any capital expenditures (individually or in the aggregate) in excess of $10,000,000, except for capital expenditures (A) in connection with Emergency Operations (and in such event, the Target Companies shall, as promptly as reasonably practicable, inform the Purchaser of such Emergency Operations) or (B) set forth in Section 3.19 of the Disclosure Schedule;

(xiii) terminate, let lapse or materially modify any material insurance policy maintained by any member of the Partnership Group or the MMP Group, except for any insurance policy replaced by a new or successor policy of substantially similar coverage on substantially similar terms;

(xiv) except as may be required by applicable Law or pursuant to the existing terms of an existing Business Benefit Plan as in effect on the Signing Date and set forth on Section 3.13(b) of the Disclosure Schedule, or as expressly contemplated by this Agreement, (A) grant any new, or increase or decrease any existing, compensation, incentives or benefits payable or to become payable to any Business Employee or other individual service provider of the Partnership Group or the MMP Group, other than increases to base salary in the ordinary course of business consistent with past practice for non-officer level employees, which increases shall not exceed 5% in the aggregate, (B) hire, promote or terminate (other than for cause) any current or former employees, officers, directors or other individual service providers of the Partnership Group or the MMP Group whose target annual cash compensation is equal to or in excess of $200,000, (C) except in connection with Emergency Operations (and in such event, the Target Companies shall, as promptly as reasonably practicable, inform the Purchaser of such Emergency Operations), enter into any new, or materially amend any existing, employment, consulting, severance or termination agreement with any Business Employee or other individual service provider of the Partnership Group or MMP Group or any other Business Benefit Plan, other than (x) annual renewals of group benefit plans in the ordinary course of business consistent with past practice that would not result in material additional or increased cost and (y) offer letters, employment, consulting, severance or termination agreements for individuals hired or terminated as permitted by the immediately preceding clause (B) provided in the ordinary course of business consistent with past practice that follow in all material respects the applicable form of offer letter or other applicable agreement made available to the Purchaser and do not provide for any severance entitlements beyond those provided in the ordinary course of business consistent with past practice to similarly situated employees or any change-in-control or other entitlements payable in connection with the Transactions, or (D) accelerate the time of payment, vesting or funding of any compensation or benefits under any Business Benefit Plan or otherwise;

(xv) (A) negotiate, modify, extend, terminate or enter into any Labor Agreement or recognize or certify any Union as the bargaining representative for any employees of the Partnership Group or the MMP Group, (B) implement or announce any reduction in force, plant closing, or early retirement program, or other actions, in each case that requires notices to be sent pursuant to the WARN Act or (C) waive or release any noncompetition, nonsolicitation, or other restrictive covenant obligation of any current or former employee or independent contractor;

(xvi) incur, assume, guarantee or otherwise become liable for any Indebtedness for borrowed money or any guarantee of such Indebtedness, except for any Indebtedness incurred after the Effective Time in the ordinary course of business and not exceeding $25,000,000 in the aggregate; provided, however, that such Indebtedness does not impose or result in any additional restrictions or limitations that would be material to the Target Companies, or, following the Closing, the Purchaser and its Subsidiaries, other than any obligation to make payments on such Indebtedness;

(xvii) (A) change its fiscal year or any material method of Tax accounting, (B) make (other than in the ordinary course of business consistent with past practice), change or revoke any material Tax election, (C) enter into any closing (or similar) agreement with respect to, or otherwise settle or compromise, any material liability for Taxes, (D) file any material amended Tax Return, (E) file any material Tax Return in a manner materially inconsistent with past practices, (F) surrender any claim for a material refund of Taxes, (G) take actions to incur any material Tax liability outside of the ordinary course of business, or (H) fail to pay any income or other material Tax (including estimated Tax payments or installments) that becomes due and payable; or

(xviii) agree or commit to take or delegate to any other Person any action described in this Section 7.01(a)(y);

provided that to the extent the Sellers’ authority to directly or indirectly cause any member of the MMP Group to (I) take any action or refrain from taking any action that is necessary to comply with Section 7.01(a)(x) or (II) refrain from taking any of the actions described in the foregoing clauses (i) through (xviii) of Section 7.01(a)(y) is, in either case, limited by the terms of the MMP LLCA or any other Organizational Document of any member of the MMP Group (including the Construction and Operating Agreement), then notwithstanding anything to the contrary in this Section 7.01, the Sellers obligations with respect to such action (or inaction) shall be satisfied in full if the Sellers use commercially reasonable efforts to take action within its power to ensure that the applicable members of the MMP Group take (or do not take) such specified action.

(b) Nothing in this Agreement shall be construed to (i) limit the Sellers’ or any Target Company’s discretion to operate the Business in the ordinary course, consistent with pre-Signing Date business practices, operations and activities, during the Interim Period or (ii) give the Purchaser any ownership rights with respect to the Purchased Interests, the Business or any Target Company’s assets before the Closing.

Section 7.02 Regulatory and Other Approvals.

(a) During the Interim Period, but subject to Section 7.02(c), each Party shall cooperate with the other Parties and shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable to consummate the Transactions, including (i) making or causing to be made the filings required of such Party or any of its Affiliates by Law with respect to the Transactions, as promptly as is reasonably practicable (and, with respect to the HSR Act, in any event within ten Business Days after the Signing Date), (ii) cooperating with the other Parties and furnishing to the other Parties all information in such Party’s possession that is necessary in connection with any such other Party’s filings, (iii) promptly informing the other Parties of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority with respect to any such filings, and permitting the other Parties to review in advance any proposed substantive communication by such Party to any Governmental Authority with respect to any such filings, (iv) consulting and cooperating with the other Parties in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions to be made or submitted by or on behalf of any Party in connection with any meetings or communications with, or Actions involving, any Governmental Authority with respect to any such filings, (v) making an appropriate response, as promptly as is reasonably practicable, to any requests received from a Governmental Authority by such Party or any of its Affiliates under the HSR Act or any other Laws for additional information, documents or other materials with respect to any such filings and (vi) resolving any formal or informal objections of any Governmental Authority with respect to any such filings or the Transactions.

(b) The Purchaser shall take, and shall cause its Affiliates to take or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable to avoid the entry of, effect the dissolution of and have vacated, lifted, reversed or overturned, as applicable, any Order or Action that would prevent, prohibit, restrict or delay the consummation of the Transactions, in each case, to enable the Closing to occur after the Inside Date and prior to the Outside Date, including (i) proposing, offering, negotiating, committing to and effecting, by Order or otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, properties, rights, products, leases, businesses, services or other operations or interests therein of the Business or any of the Target Companies, (ii) otherwise taking or committing to take actions that after the Closing Date would limit the Purchaser’s freedom of action with respect to the Business or any of the Target Companies’ assets (each of (i) and (ii) hereof, a “Remedy Action”); provided, however, that notwithstanding anything in this Section 7.02 or anything else to the contrary in this Agreement, (1) the Purchaser shall not be required to take any Remedy Actions (or any other action) that would be material to the Target Companies or the Purchaser (provided that, for purposes of this clause, the Purchaser shall be deemed a consolidated group of entities of the size and scale of a hypothetical company that is one hundred percent (100%) of the size of the Target Companies, taken as a whole, as of the date of this Agreement), and (2) any Remedy Action may be conditioned upon the Closing. Sellers and the Target Companies shall not propose, take, or agree to take any Remedy Action without the prior written consent of the Purchaser, and shall agree to take any such Remedy Action if directed to do so by the Purchaser, so long as the effectiveness of such Remedy Action is conditioned upon the Closing.

(c) Each of the Purchaser and the Sellers will cooperate in all respects with the other and will use their reasonable best efforts to contest, defend and appeal any threatened or pending preliminary or permanent injunction or other Law or Action that would adversely affect the ability of any Party to consummate the Transactions.

(d) No Party nor its Representatives shall participate in or agree to participate in any substantive communication or meeting with any Governmental Authority in respect of any filings contemplated by Section 7.02(a) or investigation or other inquiry in connection therewith unless it consults with the Seller Representative, in the case of the Purchaser, or the Purchaser, in the case of any Seller, in advance and, to the extent permitted by such Governmental Authority, affords such other Party the opportunity to attend and participate in such communication or meeting. Each Party shall provide the other Parties with copies of all correspondence, whitepapers and substantive communications between such Party or any of its Representatives, on the one hand, and any Governmental Authority, on the other hand, in respect of any investigation or other inquiry in connection therewith with respect to the Transactions. Notwithstanding anything to the contrary in this Section 7.02, (i) each Party may redact from any materials provided to another Party pursuant to this Section 7.02 any references to the valuation of the Purchased Interests or any information governed by the attorney-client privilege, the work product doctrine or any similar privilege and (ii) each Party may, as it determines is reasonably necessary, designate competitively sensitive material provided to another Party pursuant to this Section 7.02 as “Outside Counsel Only,” which materials and the information contained therein shall be provided only to the receiving Party’s outside legal counsel and shall not be disclosed by such outside counsel to any of the receiving Party’s directors, officers, employees or members without the prior written consent of the disclosing Party.

(e) The Purchaser shall pay all of the filing fees required to be paid in connection with the filings contemplated by this Section 7.02.

Section 7.03 Access.

(a) During the Interim Period, provided that the Purchaser is not in breach of this Agreement, the Sellers shall provide the Purchaser and its Affiliates and their respective Representatives with reasonable access, upon reasonable prior written notice, during normal business hours and, with respect to the MMP Group, to the extent the Sellers directly or indirectly have the right under the MMP LLCA to provide the same to the Purchaser, to (i) the Books and Records, (ii) the officers, employees, accounting firms and financial advisors of the Target Companies and (iii) the Target Companies’ assets and properties, in each case, as the Purchaser may from time to time reasonably request in writing and only to the extent that such access (x) will not unreasonably interfere with the Business or any health, safety or security rules, regulations, requirements or instructions of any of the Sellers, the Target Companies or their respective Affiliates and (y) is reasonably related to the Purchaser’s obligations and rights under this Agreement; provided, however, that (A) the Sellers shall be entitled to have their Representatives present for any communication with or access to the Books and Records, the Business Employees and the Target Companies’ assets and properties, (B) the Purchaser shall, and shall cause its Affiliates and Representatives to, observe and fully comply with all health, safety and security rules, regulations, requirements and instructions of the Target Companies and their respective Affiliates, as applicable, and (C) neither the Purchaser nor any of its Affiliates or Representatives shall conduct any on-site environmental site assessment, compliance evaluation or investigation with respect to the Business or the Target Companies’ assets or properties without the Sellers’ prior written consent (which consent may be provided, conditioned, delayed or withheld in the Sellers’ reasonable discretion) and without reasonable consultation with the Sellers with respect to any such activity. In no event shall the Purchaser or any of its Affiliates or Representatives conduct any subsurface investigation or other form of sampling or testing of any environmental media. Notwithstanding anything to the contrary in this Agreement, neither the Purchaser nor any of its Affiliates or Representatives shall have any right of access to, and none of the Sellers, the Target Companies, the Business Employees, nor any of their respective Affiliates or Representatives, shall have any obligation to provide, (i) any information relating to (A) the sale or divestiture process conducted by the Sellers or their Affiliates for any of the Target Companies vis à vis any Person other than the Purchaser and its Affiliates or (B) the Sellers’ or their Affiliates’ (or their respective Representatives’) evaluation of the business of the Target Companies in connection therewith, including, in each case, any projections, financial and other information related thereto; (ii) any information that constitutes or contains any trade secrets, know how or inventions or (iii) any information, the disclosure of which could or would (A) jeopardize any privilege (including attorney-client or work product privilege), as determined in the Sellers’ sole discretion, (B) cause any of the Sellers, the Target Companies or their respective Affiliates to breach any fiduciary duty, confidentiality obligation or Contract or (C) result in a violation of Law. Neither the Purchaser nor any of its Affiliates or Representatives shall contact or hold discussions with (I) any suppliers, vendors, distributors, customers or joint venture partners (unless unrelated to the Transactions) of the Sellers or any of their Affiliates (including any Target Company) or (II) sales team member or other employees of the Sellers or any of their Affiliates (including any Target Company) without the prior written consent of the Sellers (which consent shall not be unreasonably conditioned, delayed or withheld). In exercising its rights under this Section 7.03, the Purchaser and its Affiliates and Representatives shall not unreasonably interfere with the conduct of the Business or the business of the Sellers or any of their Affiliates.

(b) The Purchaser releases, and shall indemnify and hold harmless, the Sellers, the Target Companies and their respective Affiliates from and against all Losses that arise out of or result from any of the Purchaser’s and its Representatives’ site visits and access to any property of the Target Companies, except to the extent arising from or relating to the gross negligence or willful misconduct of the Sellers, the Target Companies or any of their respective Affiliates or the mere discovery of any pre-existing environmental condition (except to the extent exacerbated by Purchaser or its Representatives).

(c) The Purchaser and each of the Purchaser’s Affiliates or Representatives exercising the rights of access set forth in this Section 7.03 shall carry commercial general liability insurance (on an occurrence basis) insuring all activity and conduct of the Purchaser and the Purchaser’s Affiliates and Representatives while exercising rights of access set forth in this Section 7.03 and naming the Sellers and Target Companies as additional insureds. The Purchaser hereby represents and warrants that it carries commercial general liability insurance with contractual liability endorsement which insures the Purchaser’s indemnity obligations under this Section 7.03. At the Sellers’ request, the Purchaser will provide or cause the Purchaser’s Representatives to provide the Sellers with written evidence, satisfactory to the Sellers, of the insurance required under this Section 7.03.

Section 7.04 Confidentiality Agreement. Each Party shall, and shall cause its Affiliates and direct its Representatives to, hold in confidence all information received by or made available to such Party or any of its Affiliates or Representatives pursuant to this Agreement or the other Transaction Documents, including the terms and provisions hereof and thereof, in accordance with the terms and conditions of the Confidentiality Agreement, which shall continue in full force and effect pursuant to the terms thereof until, and shall terminate upon, the Closing. All such information shall constitute “Confidential Information” as such term is defined in the Confidentiality Agreement.

Section 7.05 Insurance. From and after the Closing, neither the Sellers nor any of their Affiliates shall have any obligation of any kind to maintain any form of insurance covering the Business, the Target Companies or their respective assets or properties, and the Purchaser shall be responsible for securing (or causing its Affiliate to secure) any and all insurance it deems appropriate for the operation of the Business and the Target Companies’ assets and properties.

Section 7.06 Indemnification of Directors and Officers.

(a) Until the sixth anniversary of the Closing Date, unless prohibited by Law, the Purchaser shall cause the members of the Partnership Group to continue to (and shall not provide consent with respect to any matter that would result in any member of the MMP Group not continuing to) honor their respective obligations (in accordance with the terms of their respective Organizational Documents in effect as of the Signing Date) with respect to the exculpation and indemnification of, and the advancement of expenses to, any current or former directors, officers, managers or members of the Target Companies as of the Closing Date (collectively, the “Covered Persons”) arising or resulting from any actions or omissions of any such Covered Persons at or prior to the Closing (including in connection with this Agreement, the other Transaction Documents and the Transactions).

(b) Prior to the Closing Date, the Sellers shall cause the Partnership Group to obtain “tail” insurance policies, effective as of the Closing Date, to extend the liability coverage of all existing directors’ and officers’ insurance policies and fiduciary and employment practices insurance policies for the Covered Persons with respect to the Partnership Group or directly or indirectly appointed by any member of the Partnership Group with respect to the MMP Group (collectively, “D&O Insurance”), in each case (i) with a claims reporting or discovery period of at least six years from and after the Closing Date, (ii) from an insurance carrier with the same or better credit rating as the insurance carrier(s) providing D&O Insurance immediately prior to the Closing Date and (iii) with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable to the Covered Persons as the D&O Insurance immediately prior to the Closing Date with respect to any matters that existed or occurred at or prior to the Closing (including in connection with this Agreement, the other Transaction Documents and the Transactions). The Purchaser (or its designated Affiliates) shall bear the cost of obtaining the D&O Insurance; provided, however, that if the cost of such insurance exceeds 300% of the most recent annual premium paid by the Target Companies in the aggregate prior to the Closing Date, and if the Purchaser elects not to spend more than such amount for such purpose, then the Purchaser shall purchase as much coverage as is reasonably available for such amount.

(c) In the event any member of the Partnership Group or any of their respective successors or assigns consolidates or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger, or converts into any other Person or transfers all or substantially all of its assets to any Person, then, in each such case, Purchaser shall cause such members of the Partnership Group to take all necessary actions to ensure such member’s successors and assigns assume the obligations set forth in this Section 7.06; provided, that the Purchaser shall not be relieved from such obligations. In addition, neither the Purchaser nor any member of the Partnership Group shall distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Purchaser or such member unable to satisfy its obligations under this Section 7.06(c).

(d) Until the sixth anniversary of the Closing Date, the Purchaser shall not, and shall cause the members of the Partnership Group to not, terminate or modify any of their respective obligations under this Section 7.06 in any manner that could or would adversely affect any of the Covered Persons without the prior written consent of such Covered Person(s). The Purchaser acknowledges and agrees that each of the Covered Persons is intended to be a third party beneficiary of this Section 7.06 with full rights of enforcement as if such Covered Person is a party to this Agreement. The rights of each Covered Person under this Agreement shall be in addition to any other rights such Covered Person may have under the Partnership Group’s Organizational Documents in effect as of the Signing Date, under any and all indemnification Contracts of or entered into by the Partnership Group and at Law and in equity.

Section 7.07 Books and Records.

(a) From and after the Closing, the Purchaser shall be entitled to the Books and Records in the Sellers’ possession (and with respect to the Books and Records of any member of the MMP Group, solely to the extent the Organizational Documents of the MMP Group permit the Sellers to share such Books and Records). For purposes of Section 7.03 and this Section 7.07(a), “Books and Records” shall be deemed to not include, and the Sellers and their Affiliates shall be entitled to retain, (i) any U.S. federal, state and local income Tax Returns, (ii) any Books and Records to the extent not related to the Business, the Target Companies, the Target Companies’ assets or properties or the Purchased Interests or that otherwise pertain to the Sellers’ or any of their Affiliates’ other businesses, assets, properties or operations, (iii) documents subject to legal privilege (such as the attorney-client privilege or work product doctrine) or unaffiliated third party restrictions on disclosure or transfer, (iv) any internal records, documents or communications relating to the acquisition of any Target Company, (v) any Books and Records prepared for or delivered to the board of managers of the Partnership and (vi) any valuations or estimates with respect to the Purchased Interests or any other Equity Interests in any Target Company, and any pricing assumptions, forward pricing estimates, price decks, or pricing studies related thereto, in each case whether prepared by any Target Company, any Seller, any of their respective Affiliates, or any third party.

(b) From and after the Closing, (i) the Purchaser shall, and shall cause its Affiliates (including the Target Companies) to, preserve in accordance with bona fide recordkeeping policies, and, upon any Seller’s request, make available to the Sellers (and their designees) and afford the Sellers (and their designees) the right, at the Sellers’ expense, to take extracts from and to make copies of, any and all Books and Records that relate to any period that includes or precedes the Closing Date, including any Books and Records required (A) by the Sellers to prepare or file any Tax Return, (B) in connection with any audit or similar Action involving the Sellers or any of their Affiliates, (C) to enable the Sellers to comply with their respective covenants and obligations or exercise any of their rights under this Agreement or any of the other Transaction Documents or (D) by the Sellers to prepare any financial statements of the Sellers and (ii) the Purchaser shall not, and shall not permit any of its Affiliates (including the Target Companies) or any other Person to, destroy any Books and Records until the later of (A) seven years following the Closing or (B) the expiration of the applicable statute of limitations for the assessment of Taxes in the jurisdictions to which such Books and Records relate, and, thereafter, no such Books and Records shall be destroyed without first advising the Sellers in writing and affording the Sellers a reasonable opportunity to obtain possession or make copies of such Books and Records at the Sellers’ expense.

Section 7.08 Public Announcements. The Parties shall consult with the Seller Representative and the Purchaser prior to issuing any publication or press release of any nature with respect to this Agreement, the other Transaction Documents or the Transactions and shall not make or issue, or cause to be made or issued, any such publication or press release without the prior written consent of the Seller Representative and the Purchaser except to the extent, but only to such extent, that, in the opinion of the Party issuing such publication or press release, such announcement or statement may be required by Law, any listing agreement with any securities exchange or any securities exchange regulation, in which case the Party proposing to issue such publication or press release shall use its reasonable best efforts to consult in good faith with the Seller Representative and the Purchaser before issuing any such publication or press release and shall reasonably cooperate in good faith with such Parties with respect to the timing, manner and content of such disclosure.

Section 7.09 Further Assurances. Subject to the terms and conditions of this Agreement, from time to time, at any Party’s written request and without further consideration, the other Parties shall execute and deliver to such Party such other instruments of sale, transfer, conveyance, assignment and confirmation and provide such materials and information and take such other actions as such Party may reasonably request in writing in order to consummate the Transactions.

Section 7.10 Continuing Employees.

(a) Purchaser shall or shall cause its Affiliate (which Affiliate may include a Target Company or successor thereto or Subsidiary thereof) to pay each Transaction-related bonus, less any applicable taxes and withholdings, described in Section 7.10(a) of the Disclosure Schedule by the first regularly scheduled payroll date that is more than two Business Days following the Closing Date.

(b) For a period of 12 months following the Closing Date (or, if earlier, until the date of termination of employment of the relevant Continuing Employee) (the “Benefit Period”), the Purchaser shall, or shall cause its Affiliate to (which Affiliate may include a Target Company or successor thereto or Subsidiary thereof for periods on and after the Closing Date for purposes of this Section 7.10), (i) provide each Continuing Employee with an annual base salary or hourly base wage, as applicable, and a target annual cash bonus opportunity (excluding specific performance goals) that, in each case, is not less than such Continuing Employee’s annual base salary or hourly base wage and target annual cash bonus opportunity with each Seller or its Affiliates (including the Target Companies) as of immediately prior to the Closing Date and (ii) provide each Continuing Employee with employee benefits under the Benefit Plans of the Purchaser or its Affiliate (collectively, the “Successor Benefit Plans”) that are substantially similar in the aggregate to the employee benefits provided to the Purchaser’s or its Affiliate’s similarly situated employees as of the Closing Date; provided, however, that the Purchaser shall honor and maintain in effect (as in effect immediately before the Closing) throughout the Benefit Period, the Medallion Operating Company, LLC Change of Control Severance Plan for the benefit of all Continuing Employees.

(c) With respect to each Continuing Employee who begins to participate in a Successor Benefit Plan, the Purchaser shall, or shall cause its Affiliate to, cause the applicable Successor Benefit Plan (but excluding any Successor Benefit Plan that is subject to Section 412 of the Code or Title IV of ERISA, any retiree health or life insurance plan) to credit each Continuing Employee for purposes of eligibility, vesting, and level of benefits under any paid-time off or severance policies or plans, with the service that is credited under the corresponding Business Benefit Plan in which such Continuing Employee participates immediately prior to the Closing Date (including service with predecessor employers, to the extent such service is credited under such Benefit Plan); provided, however, that the Successor Benefit Plan may exclude any such prior service credit that would result in a duplication of benefits. With respect to each Continuing Employee who begins to participate in a Successor Benefit Plan, the Purchaser shall, or shall cause its Affiliate (i) to cause each such Continuing Employee to be eligible to participate in the applicable Successor Benefit Plans which provide medical, dental, prescription drug or vision benefits without any waiting periods or any pre-existing condition exclusions and without regard to any evidence of insurability, actively-at-work or similar requirements and (ii) to use commercially reasonable efforts to give credit for all co-payments, deductibles, out-of-pocket costs and similar expenses paid by each Continuing Employee and such Continuing Employee’s eligible dependents under a comparable Benefit Plan in which such Continuing Employee participates immediately prior to the Closing Date and during the plan year of such Successor Benefit Plan in which the Closing Date occurs. The Purchaser shall, or shall cause its Affiliate to, recognize and credit each Continuing Employee with the vacation time, sick leave, paid time off and other leave accrued by such Continuing Employee as of immediately prior to the Closing Date. The Sellers shall provide the Purchaser or its Affiliate, as applicable, with all data and information reasonably requested in writing by the Purchaser or such Affiliate to enable the Purchaser or such Affiliate to comply with this Section 7.10(c).

(d) Each Continuing Employee who participates in a Business Benefit Plan immediately prior to the Closing Date that is an annual bonus plan in respect of the fiscal year in which the Closing Date occurs shall be eligible to receive, subject to continued employment through the payment date, the following bonus: (i) if the Closing Date occurs in fiscal year 2024, an annual bonus opportunity for fiscal year 2024 in an amount determined based on the level of attainment of the applicable performance measures under the Business Benefit Plan as of the Closing, as reasonably determined by Seller Representative consistent with past practice (which in no event shall exceed 125% of the target amount and, for the avoidance of doubt, will not be prorated), and paid on the original payment date in December 2024 under the applicable Business Benefit Plan and (ii) if the Closing Date occurs in fiscal year 2025, an annual bonus opportunity for fiscal year 2025 in an amount determined based on the level of attainment of the performance measures under the annual bonus plan of Purchaser or one of its Affiliates, which bonus, for the avoidance of doubt, will not be prorated.

(e) If requested by Purchaser in writing at least ten days prior to the Closing Date, the Sellers shall both (i) terminate any Business Benefit Plan qualified under Section 401(a) of the Code and containing a Code Section 401(k) cash or deferred arrangement (each, a “Business 401(k) Plan”) and (ii) fully vest each Continuing Employee in his or her account balance in such Business 401(k) Plan, in each case, effective at least one day prior to the Closing Date (the “ERISA Effective Date”). Prior to the ERISA Effective Date, the Sellers shall provide Purchaser with executed resolutions of its or, as applicable, its Subsidiary’s Board of Directors authorizing such termination and amending any such Business 401(k) Plan commensurate with its termination to the extent necessary to comply with all applicable Laws. In the event that the Business 401(k) Plan is terminated as set forth in this Section 7.10(e), with respect to each Continuing Employee who participated in the Business 401(k) Plan, Purchaser shall use commercially reasonable efforts to (i) cause a Successor Benefit Plan that includes a cash or deferred arrangement qualified under Section 401(k) of the Code (the “Purchaser 401(k) Plan”) to permit and accept rollover contributions of the account balances of such Continuing Employee and (ii) cause the Purchaser 401(k) Plan to permit and accept as rollover contributions outstanding loan notes made by such Continuing Employee that are held as assets of the Business 401(k) Plan immediately prior to the Closing, and Purchaser shall permit the Business Employee who made such loan note to continue to repay the underlying loan in accordance with the terms in effect immediately prior to the Closing.

(f) The terms and conditions of this Section 7.10 are for the sole benefit of the Parties and nothing in this Section 7.10, express or implied, is intended or shall be construed (i) to confer upon or give to any Person, other than the Parties and their respective permitted successors and assigns, any legal, equitable or other rights or remedies with respect to the matters provided for in this Section 7.10 or (ii) as the adoption, establishment, amendment, modification or termination of any Successor Benefits Plan or other Benefit Plan.

Section 7.11 [Reserved].

Section 7.12 DoublePoint Participation Right. Within three Business Days following the date hereof, the Sellers shall deliver (or cause to be delivered) the notice contemplated by Section 6.6(b) of the MMP LLCA (the “DP Change in Control Notice”). The Sellers shall cooperate with the Purchaser in good faith in preparing the DP Change in Control Notice, and shall consider all objections and proposed changes from the Purchaser (including with respect to the calculation of the estimated DoublePoint Transaction Value (as such term is defined in the MMP LLCA)) in good faith. The Parties acknowledge and agree that if the DoublePoint Group exercises its rights pursuant to Section 6.6 of the MMP LLCA in the Interim Period (the “DP Exercise”), then upon the execution by each member of the DoublePoint Group of the joinder agreement attached hereto as Exhibit E (the “Joinder”), each member of the DoublePoint Group shall become a party hereto on the terms and conditions set forth in the Joinder. The Purchaser shall comply with the obligations of the Sellers or any members of the Partnership Group under Section 6.6 of the MMP LLCA that arise following the Closing (including any obligation of the Sellers or any members of the Partnership Group to pay the fees, costs or expenses of any Accounting Firm or any Excess Amount (each as defined in the MMP LLCA)) and shall keep the Sellers, their respective Affiliates and their respective applicable Representatives reasonably informed with respect thereto, including by providing copies of all materials submitted by the Purchaser or any member of the Partnership Group to the DoublePoint Group with respect thereto (including copies of any Final Value Notice (as defined in the MMP LLCA)) and any materials submitted by the DoublePoint Group or its representatives with respect thereto (including copies of any Dispute Notice (as defined in the MMP LLCA)). The Purchaser shall be entitled to any Shortfall Amount (as defined in the MMP LLCA). Notwithstanding anything to the contrary in this Agreement, neither the transactions contemplated by the Joinder and the DP Exercise, nor any items related thereto (including the representations and warranties set forth therein and the accuracy thereof), shall be conditions to the Closing with respect to the Purchaser.

Section 7.13 Financing Assistance.

(a) During the Interim Period, the Sellers shall cause the Target Companies to, and shall use commercially reasonable efforts to cause each Target Company’s respective Representatives to, use commercially reasonable efforts to provide to the Purchaser such reasonable and customary cooperation in connection with any Financing, in each case, as may be reasonably requested by the Purchaser or its Representatives in connection with the Transactions, including using commercially reasonable efforts to (i) furnish, as promptly as reasonably practicable upon request, financial statements and financial and other pertinent information regarding the Target Companies (it being understood that the Purchaser shall be responsible for the preparation of any pro forma financial information or pro forma financial statements required pursuant to the 1933 Act or as may be customary in connection with any such financing), (ii) participate in a reasonable number of meetings, drafting sessions and due diligence sessions with potential Financing Sources (each of which shall be conducted by conference call or video conference) and rating agencies, if necessary, in each case to the extent customary for the Financing of such type, (iii) assist in the preparation of any reasonably requested offering documents, confidential information memoranda, prospectuses, offering memoranda, customary marketing material, rating agency and syndication materials, in each case with respect to the Financing, (iv) assist in obtaining comfort letters if customarily required for such Financing and, if required, consents of accountants and auditors with respect to financial statements and other financial information for the Target Companies for inclusion in documents referred to in clause (iii) and (v) to the extent reasonably requested at least ten Business Days prior to the Closing Date, provide at least three Business Days prior to the Closing Date any information and documents required in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 (and if the Target Companies qualify as “legal entity customers” under the Beneficial Ownership Regulation, information regarding the Target Companies necessary to complete a beneficial ownership certification with respect to the Target Companies), each of which of the foregoing shall be at the Purchaser’s written request with reasonable prior notice and at the Purchaser’s sole cost and expense, and the Target Companies shall be promptly reimbursed by Purchaser for any reasonable and documented out-of-pocket costs incurred by the Target Companies in connection with such cooperation; provided, however, that nothing in this Section 7.13 will require any such cooperation to the extent that it would (A) require the Target Companies to give or agree to give to any other Person any indemnities in connection with any Financing prior to the Closing, (B) provide in connection with any Financing any information the disclosure of which would jeopardize any privileged relationship, including attorney-client privilege, of, or conflict with any confidentiality requirements or Laws applicable to, the Sellers or the Target Companies, (C) take any action which would result in any Target Company or any of their respective Affiliates or Representatives incurring any personal liability in connection with any Financing, (D) provide (1) pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (2) any financial statements or information that are not reasonably available to the Partnership Group and not prepared in the ordinary course of the Target Companies’ financial reporting practice or able to be produced or provided without unreasonable cost or expense or use of time, (3) any description of all or any component of any Financing (including any such description to be included in any liquidity or capital resource disclosure or any “description of notes”), or (4) projections, risk factors or other forward-looking statements relating to all or any component of any Financing (which items (1) through (4) shall be the sole responsibility of the Purchaser) or (E) unreasonably interfere with the ongoing business operations of the Target Companies. Notwithstanding the foregoing, (i) none of the Target Companies nor any of their respective officers or employees shall be required to execute or enter into any agreement with respect to any Financing (other than those officers or employees continuing in such roles after Closing, and solely with respect to agreements contingent upon the Closing and that would not be effective prior to the Closing), and (ii) no directors of the Target Companies shall be required to approve, adopt, execute or enter into or perform any agreement with respect to any Financing that is not contingent upon the Closing and that would be effective prior to the Closing.

(b) Upon the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Purchaser shall promptly reimburse the Seller, the Target Companies and its and their respective Representatives for all reasonable, documented and invoiced out-of-pocket fees, costs and expenses (including reasonable, documented and invoiced out-of-pocket attorneys’ fees) incurred by such Persons in connection with any cooperation contemplated by this Section 7.13.

(c) The Purchaser shall indemnify and hold harmless each Target Company and their respective Representatives from and against any and all losses and other liabilities actually suffered or incurred by any of them directly in connection with the arrangement and preparation of any Financing and any information used in connection therewith (including if related to information provided by Sellers, the Target Companies or their respective Representatives), in each case other than as a result of Fraud or willful misconduct by or on behalf of such Person or Representative.

(d) Notwithstanding anything in this Agreement to the contrary, the Closing shall not be conditioned upon, nor shall the Parties’ obligations with respect to the Closing be excused by reason of, the failure to comply with, performance of or nonperformance of any of the Parties’ obligations set forth in this Section 7.13. The Sellers and Target Companies shall be deemed to have complied with this Section 7.13 for the purposes of any condition set forth in Article VIII, unless (i) the Sellers or Target Companies have failed to satisfy their obligations under this Section 7.13, (ii) the Purchaser has notified the Sellers or the Target Companies of such breach in writing in good faith, detailing in good faith reasonable steps that comply with this Section 7.13 in order to cure such breach in a reasonably sufficient amount of time prior to the Closing Date to afford the Sellers or the Target Companies with a reasonable opportunity to cure such failure, (iii) the Sellers and Target Companies have not taken such steps or otherwise cured such breach with reasonably sufficient time prior to the Outside Date to consummate the Financing and (iv) such breach is the proximate cause of the Purchaser’s failure to receive the proceeds of any Financing.

(e) Notwithstanding anything to the contrary in this Agreement, the consummation of the Financing shall not be a condition to the Closing.

Article VIII
THE PURCHASER’S CONDITIONS TO CLOSING

The Purchaser’s obligation to consummate the Transactions contemplated by this Agreement is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by the Purchaser in its sole discretion):

Section 8.01 Representations and Warranties. (i) The Sellers’ representations and warranties in this Agreement (subject to the limitations in Section 3.23), other than the Sellers Fundamental Representations, shall be true and correct as of immediately prior to the Closing, disregarding any materiality qualifiers (including any Material Adverse Effect qualifiers), as though such representations and warranties had been made or given as of immediately prior to the Closing (other than such representations and warranties that reference an earlier date, which shall be true and correct as of such earlier date), except to the extent the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect and (ii) the Sellers Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies) as of immediately prior to the Closing (other than such representations and warranties that reference an earlier date, which shall be true and correct as of such earlier date (other than de minimis inaccuracies)).

Section 8.02 Performance. The Sellers shall have performed and complied in all material respects with the agreements, covenants and obligations required by this Agreement to be performed or complied with by the Sellers at or prior to the Closing.

Section 8.03 Officer’s Certificate. The Purchaser shall have received from the Sellers at the Closing an officer’s certificate, signed by a duly authorized officer of each Seller, dated as of the Closing Date, certifying that each of the conditions set forth in Section 8.01 and Section 8.02 has been satisfied.

Section 8.04 Orders and Laws. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Order or other Law which is in effect as of the Closing Date and has the effect of (a) making the Transactions illegal or (b) otherwise restraining or prohibiting the consummation of any such Transactions, and there shall not be in effect any agreement with a Governmental Authority to refrain from consummating the Transactions.

Section 8.05 HSR Act. All applicable waiting periods (and any extensions thereof) under the HSR Act (excluding, for the avoidance of doubt, the waiting period associated with the transactions contemplated by the Joinder and the DP Exercise) shall have expired or been terminated.

Section 8.06 No Material Adverse Effect. No Material Adverse Effect shall have occurred and be continuing.

Section 8.07 Deliveries. The Sellers shall have delivered or caused to be delivered each of the items set forth in Section 2.03.

Article IX
THE SELLERS’ CONDITIONS TO CLOSING

The Sellers’ obligation to consummate the Transactions contemplated by this Agreement is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by the Sellers in their sole discretion):

Section 9.01 Representations and Warranties. (i) The Purchaser’s representations and warranties in this Agreement, other than the Purchaser Fundamental Representations, shall be true and correct as of immediately prior to the Closing, disregarding any materiality qualifiers (including any Purchaser Material Adverse Effect qualifiers), as though such representations and warranties had been made or given as of immediately prior to the Closing (other than such representations and warranties that reference an earlier date, which shall be true and correct as of such earlier date), except to the extent the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect and (ii) the Purchaser Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies) as of immediately prior to the Closing (other than such representations and warranties that reference an earlier date, which shall be true and correct as of such earlier date (other than de minimis inaccuracies)).

Section 9.02 Performance. The Purchaser shall have performed and complied in all material respects with the agreements, covenants and obligations required by this Agreement to be performed or complied with by the Purchaser at or prior to the Closing.

Section 9.03 Officer’s Certificate. The Sellers shall have received from the Purchaser at the Closing an officer’s certificate, signed by a duly authorized officer of the Purchaser, dated as of the Closing Date, certifying that each of the conditions set forth in Section 9.01 and Section 9.02 has been satisfied.

Section 9.04 Orders and Laws. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Order or other Law which is in effect as of the Closing Date and has the effect of (a) making the Transactions illegal or (b) otherwise restraining or prohibiting the consummation of any such Transactions, and there shall not be in effect any agreement with a Governmental Authority to refrain from consummating the Transactions.

Section 9.05 HSR Act. All applicable waiting periods (and any extensions thereof) under the HSR Act (excluding, for the avoidance of doubt, the waiting period associated with the transactions contemplated by the Joinder and the DP Exercise) shall have expired or been terminated.

Section 9.06 Deliveries. The Purchaser shall have delivered or caused to be delivered each of the items set forth in Section 2.04.

Article X
TAX MATTERS

Section 10.01 Transfer Taxes. All transfer, sales, use, documentary, value-added, stamp or similar Taxes incurred or imposed with respect to the consummation of the Transactions (collectively, “Transfer Taxes”) shall be borne 50% by the Purchaser and 50% by the Seller Representative. The Parties shall reasonably cooperate with each other in good faith in connection with the preparation and filing of any such Tax Returns or other documentation and in order to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes.

Section 10.02 Tax Returns.

(a) The Seller Representative shall cause to be prepared all Pre-Closing Flow-Through Returns for the Partnership Group, other than any Pre-Closing Flow-Through Returns for any Straddle Period of a member of the Partnership Group if Purchaser or its Affiliates holds an interest in such member of the Partnership Group for 183 days or more during such Straddle Period (such period, a “Purchaser Majority Straddle Period” and such Tax Returns, the “Purchaser Returns”). The Purchaser shall reasonably cooperate to enable the Seller Representative to file (or cause to be filed) any such Pre-Closing Flow-Through Return, and to the extent required under applicable Law, the Purchaser will join in the execution of such Pre-Closing Flow-Through Return. Reasonably in advance of the due date (taking into account any applicable extensions) for filing any such Pre-Closing Flow-Through Return, the Seller Representative shall deliver a draft of any such Pre-Closing Flow-Through Return together with all supporting documentation and workpapers, to the Purchaser for its review and comment. The Seller Representative shall (i) consider in good faith all reasonable comments with respect to any such Pre-Closing Flow-Through Return attributable to a tax period ending on or prior to the Closing received from the Purchaser reasonably prior to the due date and (ii) incorporate all reasonable comments received with respect to any such Pre-Closing Flow-Through Return attributable to a Straddle Period received from the Purchaser reasonably prior to the due date. Reasonably in advance of the due date (taking into account any applicable extensions) for filing any Purchaser Returns, the Purchaser shall deliver a draft of any such Purchaser Return together with all supporting documentation and workpapers, to the Seller Representative for its review and comment. The Purchaser shall incorporate all reasonable comments with respect to such Purchaser Return received from the Seller Representative reasonably prior to the due date to the extent such comments pertain to the portion of the Straddle Period ending on the Closing Date. The Purchaser shall use commercially reasonable efforts, to the extent permitted under the Organizational Documents of the MMP Group, to cause all Pre-Closing Flow-Through Returns of the MMP Group to be prepared with the Seller Representative’s review and comment.

(b) The Parties agree that, to the extent at least “more likely than not” permitted by applicable Law, for U.S. federal and applicable state and local income Tax purposes, any Transaction Deductions shall be treated as accruing in and attributable to a Pre-Closing Tax Period and shall be allocated to the Sellers. No Party shall take any position inconsistent with this Section 10.02(b) on any Tax Return or otherwise for Tax purposes.

(c) The Parties shall cooperate to cause an election under Section 754 of the Code to be timely filed by any Target Company that is treated as a partnership for U.S. federal income tax purposes with respect to the taxable period that includes the Closing Date, to the extent such a valid election is not already in effect.

(d) Except in the event that MMP is treated as terminating under Section 708(b) of the Code on the Closing Date as a result of the DoublePoint Group executing the Joinder or otherwise, all items of income, gain, loss, deduction and credit allocable to the MMP Interests shall be allocated between the Sellers and the Purchaser based on an interim closing of the books on the Closing Date pursuant to Section 706 of the Code and the Treasury Regulations promulgated thereunder.

Section 10.03 Cooperation. The Parties shall (and shall cause their respective Affiliates to) cooperate, as and to the extent reasonably requested by another Party, in connection with the preparation and filing of Tax Returns in respect of a Target Company or in connection with any audit, assessment or administrative or judicial proceeding with respect to Taxes related to any Target Company (each, a “Tax Proceeding”). Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information that are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available to the extent reasonably requested on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

Section 10.04 Tax Proceedings. Within 15 days after the receipt of written notice from a Governmental Authority regarding the commencement of a Tax Proceeding, the outcome of which would reasonably be expected to affect any items or information reported or reflected on a Pre-Closing Flow-Through Return of any Target Company, the recipient Party shall provide the other Party with written notice thereof. Notwithstanding anything in this Agreement (or any organizational document of any member of the Partnership Group) to the contrary, at the Purchaser’s request, the Parties shall cooperate (and use reasonable best efforts to cause the relevant “partnership representative” and “designated individual”) to make a “push-out” election under Section 6226 of the Code (or any comparable provision of state, local, or non-U.S. Tax law) to the extent such election is available with respect to any “imputed underpayment” (as defined in Section 6225 of the Code) assessment (or similar assessment under state, local, or non-U.S. Tax Law) against any Target Company for a Pre-Closing Tax Period. The Seller Representative shall be entitled to (i) control any Tax Proceedings with respect to Flow-Through Taxes of any Target Company for a Pre-Closing Tax Period or Straddle Period (other than a Purchaser Majority Straddle Period unless the Seller Representative establishes to the reasonable satisfaction of Purchaser that more than fifty percent (50%) of the potential Liability for Taxes resulting from such Tax Proceeding is reasonably expected to be attributable to the portion of the Straddle Period ending on the Closing Date) to the extent any Seller (or the direct or indirect owners of any Seller) would reasonably be expected to bear any Liability for Taxes resulting therefrom, including as a result of any “push-out” election under Section 6226 of the Code or “pull-in” election under Section 6225(c) of the Code made with respect thereto (in the case of any such Tax Proceeding with respect to the MMP Group, to the extent permitted under the Organizational Documents of the MMP Group) and (ii) without limiting the ability of Purchaser to cause a “push-out” election to be made, cause a “pull-in” election under Section 6225(c)(2) of the Code (or any comparable provision of state, local, or non-U.S. Tax law) to be made in connection therewith, to the extent such election is available. The Seller Representative shall (a) keep the Purchaser reasonably informed regarding any developments concerning such Tax Proceeding (including by providing copies of any written correspondence in connection therewith); (b) allow the Purchaser to participate, at its own expense, in such Tax Proceeding to the extent permitted by the applicable taxing authority; and (c) not settle or compromise any such Tax Proceeding without the Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). In the case of any Tax Proceeding with respect to Flow-Through Taxes of any Target Company for a Pre-Closing Tax Period or Straddle Period, or the outcome of which would reasonably be expected to affect any items or information reported or reflected on a Pre-Closing Flow-Through Return of any Target Company, in each case, that is not controlled by the Seller Representative (including, for the avoidance of doubt, any Tax Proceeding with respect to a Purchaser Majority Straddle Period described above), the Purchaser shall (in the case of any such Tax Proceeding with respect to the MMP Group, to the extent permitted under the Organizational Documents of the MMP Group): (a) keep the Seller Representative reasonably informed regarding any developments concerning such Tax Proceeding (including by providing copies of any written correspondence in connection therewith); (b) allow the Seller Representative to participate, at the Sellers’ expense, in such Tax Proceeding to the extent permitted by the applicable taxing authority; and (c) not settle or compromise any such Tax Proceeding without the Seller Representative’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Section 10.05 Certain Tax Actions. Except as otherwise required by applicable Law, the Purchaser shall not (and shall not cause or permit any of its Affiliates or the MMP Group, to the extent permitted under the Organizational Documents of the MMP Group, to): (a) amend or refile any Tax Return of a Target Company for a Pre-Closing Tax Period or Straddle Period, (b) make, revoke or change any Tax election in respect of any Target Company with effect in a Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date, or (c) enter into any agreement with a Governmental Authority to extend the applicable statute of limitations for the assessment or collection of any Taxes or Tax Returns of a Target Company for any Pre-Closing Tax Period or Straddle Period, in each case, without the prior written consent of the Seller Representative (not to be unreasonably withheld, conditioned or delayed), if doing so could affect any items or information reported or reflected on a Pre-Closing Flow-Through Return of any Target Company.

Section 10.06 Determination of Taxes. Any Tax liabilities taken into account under this Agreement shall be determined: (a) on a basis consistent with past practice of the relevant Target Company, (b) disregarding any Tax liabilities attributable to transactions outside the ordinary course of business on the Closing Date after the Closing, (c) taking into account any Transaction Deductions that are “more likely than not” deductible under applicable Law, and (d) excluding any liabilities for accruals or reserves established or required to be established under GAAP methodologies that require the accrual for contingent income Taxes or with respect to uncertain or speculative income Tax positions.

Section 10.07 [Reserved].

Section 10.08 Agreed Tax Treatment; Allocation of Purchase Price.

(a) For U.S. federal and applicable state and local income Tax purposes, the Parties intend that (i) the sale of the Purchased Interests from the Sellers to the Purchaser pursuant to this Agreement be treated, consistent with Rev. Rul. 99-6, 1999-1 C.B. 432, Situation 2, with respect to the Sellers, as a sale of the Partnership Interests and, with respect to the Purchaser, as a purchase of the assets of the Partnership, and (ii) the Partnership be treated as terminating under Section 708(b) of the Code and having an income Tax year that ends on the Closing Date (the “Agreed Tax Treatment”).

(b) The Parties shall agree upon an allocation of the Adjusted Purchase Price (as adjusted to reflect the Final Post-Closing Adjustment Amount) and any other items properly treated as consideration for U.S. federal income Tax purposes among the assets of the Partnership Group and, to the extent allocable to the MMP Interests, among the assets of the MMP Group in a manner consistent with the principles of Section 755 and Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”). As soon as reasonably practicable after the Closing, a nationally recognized independent valuation firm chosen by the Seller Representative that is reasonably satisfactory to Purchaser (the “Independent Valuation Firm”), shall prepare an appraisal allocating the Adjusted Purchase Price among such assets in a manner consistent with the principles of Section 755 and Section 1060 of the Code and the Treasury Regulations thereunder (the “Appraisal”). The Independent Valuation Firm shall consult with the Parties in determining the Appraisal and the Parties shall consult and cooperate with the Independent Valuation Firm in connection therewith, including by providing the Independent Valuation Firm with such information as it shall reasonably request. The Parties shall then use such Appraisal to determine the Allocation in a manner consistent with the principles of Section 755 and Section 1060 of the Code and the Treasury Regulations thereunder. In the event that an agreement has not been reached within 30 days after the Parties’ receipt of the Appraisal, the unresolved disputed items will be determined by the Independent Accountant and in a manner consistent with the Appraisal and the principles of Section 755 and Section 1060 of the Code and the Treasury Regulations thereunder, and such determination will be binding on the Parties and be taken into account in the Allocation. The Sellers, on the one hand (and then pro rata based on their respective cost bearing percentages reflected in the Purchase Price Allocation Schedule), and the Purchaser on the other hand, will pay one half of the fees and expenses of the Independent Valuation Firm and the Independent Accountant in connection with this Section 10.08(b). The Parties shall use commercially reasonable efforts to update the Allocation in a manner consistent with the Appraisal and the principles of Section 755 and Section 1060 of the Code following any adjustment to the Adjusted Purchase Price.

(c) The Parties shall, and shall cause their Affiliates (and, in the case of Purchaser, the MMP Group, to the extent permitted under the Organizational Documents of the MMP Group) to, file all Tax Returns in a manner consistent with the Agreed Tax Treatment and the Allocation (in the case of the Allocation, as adjusted), unless otherwise required by Law or a final determination as defined in Section 1313 of the Code; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax Proceedings in connection with the Allocation.

Section 10.09 Deliveries. At or prior to the Closing, each Seller shall deliver, or shall cause to be delivered, to the Purchaser a duly completed and executed IRS Form W-9 with respect to such Seller.

Article XI
TERMINATION

Section 11.01 Right of Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of the Parties;

(b) by the Sellers, on the one hand, or the Purchaser, on the other hand, if any Governmental Authority has issued, enacted, entered, promulgated or enforced any Order or other Law, in either case, that is final and non-appealable and that has not been vacated, withdrawn or overturned, restraining, enjoining or otherwise prohibiting the consummation of the Transactions; provided, however, that the right to terminate this Agreement under this Section 11.01(b) shall not be available to a Party if the issuance or promulgation of such Order or other Law was primarily due to the failure of such Party to perform or comply with any of the covenants, agreements, obligations or conditions of this Agreement to be performed or complied with by such Party prior to the Closing;

(c) by the Sellers, if the Sellers are not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or obligation of the Purchaser in this Agreement that would give rise to the failure of satisfaction of any of the conditions in Section 9.01 or Section 9.02 on or prior to the Outside Date, and such breach, if curable, is not cured within 30 days after receipt of written notice thereof from the Sellers (or any shorter period of time that remains between the date the Sellers provide written notice of such violation or breach and the Outside Date); provided, however, that if, at the end of such 30-day period, the Purchaser is proceeding in good faith to cure such breach, then the Purchaser shall have an additional 30 days from the end of such 30-day period to effect such cure (or any shorter period of time that remains between the date the Sellers provide written notice of such violation or breach and the Outside Date);

(d) by the Purchaser, if the Purchaser is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or obligation of the Sellers in this Agreement that would give rise to the failure of satisfaction of any of the conditions in Section 8.01 or Section 8.02 on or prior to the Outside Date, and such breach, if curable, is not cured within 30 days after receipt of written notice thereof from the Purchaser (or any shorter period of time that remains between the date the Purchaser provides written notice of such violation or breach and the Outside Date); provided, however, that if, at the end of such 30-day period, the Sellers are proceeding in good faith to cure such breach, the Sellers shall have an additional 30 days from the end of such 30-day period to effect such cure (or any shorter period of time that remains between the date the Purchaser provides written notice of such violation or breach and the Outside Date);

(e) by the Sellers, on the one hand, or the Purchaser, on the other hand, if the Closing has not occurred on or prior to the Outside Date; provided, however, that the right to terminate this Agreement under this Section 11.01(e) shall not be available to a Party if such failure of the Closing to occur on or prior to the Outside Date is due to such Party’s failure to perform or comply with, in all material respects, any of the covenants, agreements, obligations or conditions of this Agreement to be performed or complied with by such Party prior to the Closing; or

(f) by the Sellers, upon written notice to the Purchaser, if all of the conditions set forth in Article VIII and Article IX shall have been previously satisfied (other than any condition the failure of which to be satisfied is attributable, in whole or in part, to a breach by the Purchaser of its representations, warranties, covenants or agreements contained herein and other than conditions that, by their nature, are to be satisfied at the Closing and which were, as of such date, capable of being satisfied) and the Purchaser has failed to consummate the Transactions by the earlier of (i) the Outside Date and (ii) the date the Closing should have occurred pursuant to Section 2.02.

Section 11.02 Effect of Termination. If this Agreement is terminated pursuant to Section 11.01, the Parties’ respective obligations and Liabilities under this Agreement shall terminate and become void ab initio; provided, however, that (x) Article I (Definitions and Construction), Section 3.23 (Disclaimer), Section 5.07 (No Other Representations), Section 7.03 (Access), Section 7.04 (Confidentiality Agreement), this Section 11.02 (Effect of Termination) and Article XII (Additional Agreements; Miscellaneous) shall remain in full force and effect and shall survive any termination of this Agreement notwithstanding anything to the contrary herein and (y) nothing in this Agreement shall relieve or release any Party from any Liability with respect to Fraud or any Willful Breach by such Party prior to the termination of this Agreement.

Article XII
ADDITIONAL AGREEMENTS; MISCELLANEOUS

Section 12.01 Seller Representative.

(a) The Sellers, by executing this Agreement, each irrevocably constitutes and appoints the General Partner and its successors, acting as hereinafter provided, as such appointing Person’s attorney-in-fact to act on behalf of such Person in connection with the authority granted to the Seller Representative pursuant to this Section 12.01 (such Person in such capacity, the “Seller Representative”), and acknowledges that such appointment is coupled with an interest and shall survive the bankruptcy, dissolution or liquidation of such Seller. Should the Seller Representative resign or be unable to serve, the Sellers may appoint a replacement by designating the same in a written notice delivered to the Purchaser.

(b) Each of the Sellers, by the appointment described in Section 12.01(a), (i) authorizes the Seller Representative subsequent to the Signing Date (A) to give and receive written consents, reports, notices and communications to or from the Purchaser relating to this Agreement, the Transactions and the other Transaction Documents, (B) to act on such appointing Person’s behalf with respect to any and all matters affecting such appointing Person in this Agreement, including giving and receiving all notices and communications to be given or received with respect to any such matters, (C) to execute and deliver on behalf of such Seller any amendment or waiver in connection with this Agreement, the Transactions and the other Transaction Documents as the Seller Representative, in its sole discretion, may deem necessary or desirable, (D) to prepare, revise, supplement, update or amend any schedule, exhibit or other document required to be delivered by or under this Agreement, (E) to do each and every act and exercise any and all rights which such Seller is permitted or required to do or exercise under this Agreement, (F) to negotiate, compromise and resolve any dispute that may arise under this Agreement and (G) to retain counsel, accountants and other experts in connection with any of the foregoing and incurring fees and expenses with respect thereto (for which the Sellers shall each bear by advancing or reimbursing such funds with respect to their pro rata shares thereof based on the portion of the Adjusted Purchase Price (as adjusted) to which the Sellers are entitled), and (ii) agrees to be bound by all agreements and determinations made by and documents executed and delivered by the Seller Representative pursuant to the authority granted to the Seller Representative hereunder. Each Seller hereby severally, for itself only and not jointly, agrees to indemnify and hold harmless the Seller Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Seller Representative in connection with any action, suit or proceeding to which the Seller Representative is made a party by reason of the fact it is or was acting as a Seller Representative pursuant to the terms of this Agreement and any expenses incurred by the Seller Representative in connection with the performance of its duties hereunder.

(c) Each of the Sellers, by the execution of this Agreement, expressly acknowledges and agrees that (i) the Seller Representative is authorized to act on its behalf with respect to this Agreement, notwithstanding any dispute or disagreement between such appointing Person and the Seller Representative, and (ii) the Purchaser will be entitled to solely interact with, and rely on any and all actions taken by, the Seller Representative under this Agreement without any Liability to, or obligation to inquire of, such appointing Person. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Seller Representative that is within the scope of the Seller Representative’s authority under this Section 12.01 will constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Sellers and will be final, binding and conclusive upon such appointing Person. The Purchaser will be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or interaction of, such appointing Person and the Sellers.

(d) The Seller Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Seller, except in respect of amounts received on behalf of such Seller. The Seller Representative shall not be liable to any Seller for any action taken or omitted by the Seller Representative or any agent employed by it hereunder or under any other Transaction Document, except that the Seller Representative shall not be relieved of any liability imposed by law for willful misconduct. The Seller Representative shall not be liable to the Sellers for any apportionment or distribution of payments made by the Seller Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Seller to whom payment was due, but not made, shall be to recover from the other Sellers any payment in excess of the amount to which they are determined to have been entitled.

Section 12.02 Notices.

(a) Unless this Agreement specifically requires otherwise, any notice, demand or request provided for in this Agreement, or served, given or made in connection herewith, shall be in writing and shall be deemed properly served, given or made if delivered in person or sent by electronic delivery, by registered or certified mail, postage prepaid, or by a nationally recognized overnight courier service that provides a receipt of delivery, in each case, to the Parties at the addresses specified below:

If to the Sellers, to:

GIP III Trophy GP 2, LLC and GIP III Trophy Acquisition Partners, L.P.
1345 Avenue of the Americas
30th Floor
New York, New York 10105
Attn: Legal Department and Ben Daniel
Email: GIPLegal@global-infra.com and Ben.Daniel@global-infra.com

and

Medallion Management, L.P.

909 Lake Carolyn Parkway

Suite 1600

Irving, Texas 75039

Attention: Randy Lentz

Email: rlentz@medallionmidstream.com

With copies (which shall not constitute notice) to:

Medallion Management, L.P.

909 Lake Carolyn Parkway

Suite 1600

Irving, Texas 75039

Attention: General Counsel

Email: bdegeyter@medallionmidstream.com

If to the Purchaser, to:

ONEOK, Inc.
100 West Fifth Street
Tulsa, Oklahoma 74103
Attn: Lyndon Taylor
Email: Lyndon.Taylor@oneok.com

With a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
609 Main Street
Houston, TX 77002

(b) Notice given by personal delivery, mail or overnight courier pursuant to this Section 12.01 shall be effective upon physical receipt. Notice given by electronic transmission pursuant to this Section 12.01 shall be effective as of the date of confirmed delivery (except that automatic confirmations shall not be deemed to be confirmed delivery) if delivered before 8:00 p.m. Central Prevailing Time on any Business Day at the place of receipt or the next succeeding Business Day if confirmed delivery (except that automatic confirmations shall not be deemed to be confirmed delivery) is after 8:00 p.m. Central Prevailing Time on any Business Day or during any non-Business Day at the place of receipt.

Section 12.03 No Survival. Except as otherwise set forth in this Section 12.03, none of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and all rights, claims and causes of action (whether under any contract, misrepresentation, tort or strict liability theory, or under applicable Law, and whether in law or in equity, including rights to contribution under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended) with respect thereto shall terminate at the Closing. Notwithstanding the foregoing, this Section 12.03 shall not limit any covenant or agreement of the Parties set forth in Section 2.03 (Closing Deliveries by the Sellers to the Purchaser), Section 2.04 (Closing Deliveries by the Purchaser to the Sellers), Section 2.05 (Post-Closing Purchase Price Adjustment – Post-Closing Adjustment Amount), Section 2.06 (Payment of Post-Closing Adjustment Amount), Section 3.23 (Disclaimer), Section 5.07 (No Other Representations), Section 7.03(b) (Access), Section 7.05 (Insurance), Section 7.06 (Indemnification of Directors and Officers), Section 7.07 (Books and Records), Section 7.08 (Public Announcements), Section 7.09 (Further Assurances), Section 7.10 (Continuing Employees), Section 7.11 (DoublePoint Participation Right), Article X (Tax Matters) and this Article XII (Additional Agreements; Miscellaneous), including the defined terms used therein and herein and any rules of construction applicable thereto, which covenants and agreements shall survive the Closing until fully performed. Except in the event of Losses resulting from Fraud, and subject to Section 11.02, no Party or any of its respective Affiliates shall have any Liability with respect to any representation, warranty, covenant, agreement or any other remedy contained in this Agreement or any certificate delivered in respect hereof or any Schedule, certificate or other similar instrument delivered pursuant to this Agreement from and after the time that such representation, warranty, covenant, agreement or other remedy ceases to survive hereunder. Without limiting the generality of the foregoing, effective as of the Closing, each Party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action that it or any of its respective Affiliates may have against the other Party or any of its Affiliates or its or their respective Representatives with respect to the subject matter of this Agreement, whether under any contract, misrepresentation, tort or strict liability theory, or under applicable Law, and whether in law or in equity, excluding any claim arising out of any Party’s rights or obligations pursuant to the Sections referenced in this Section 12.03 that expressly survive the Closing.

Section 12.04 Entire Agreement. Except for the Confidentiality Agreement, this Agreement and the other Transaction Documents supersede all prior discussions and agreements between the Parties and their respective Affiliates with respect to the subject matter hereof and thereof and this Agreement and the other Transaction Documents contain the sole and entire agreement among the Parties and their respective Affiliates with respect to the subject matter hereof and thereof.

Section 12.05 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, each Party shall pay all costs and expenses it has incurred or will incur in anticipation of, relating to or in connection with the negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the Transactions as of the Closing; provided that the Purchaser, on the one hand, and the Sellers, on the other hand (and then pro rata based on their respective cost bearing percentages reflected in the Purchase Price Allocation Schedule), will each pay for 50% of any fees and expenses payable to the Escrow Agent pursuant to the Escrow Agreement.

Section 12.06 Disclosure. Unless the context otherwise requires, all capitalized terms in the Disclosure Schedule and the Purchaser Disclosure Schedule have the respective meanings assigned in this Agreement. The Parties may, at their option, include in the Disclosure Schedule and the Purchaser Disclosure Schedule items that are not material, and any such inclusion (including any references to dollar amounts) shall not be deemed to be an acknowledgment or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement.

Section 12.07 Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by either Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.

Section 12.08 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by each Party.

Section 12.09 No Third Party Beneficiary. Except as expressly provided in Section 7.03(b) (Access), Section 7.06 (Indemnification of Directors and Officers), Section 11.02 (Effect of Termination), Section 12.08 (Amendment), this Section 12.09 (No Third Party Beneficiary), Section 12.13(a) (Governing Law; Jurisdiction) and Section 12.15 (Non-Recourse), the terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors and permitted assigns, and it is not the Parties’ intention to confer third party beneficiary rights upon any other Person.

Section 12.10 Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign this Agreement or any of its rights, interests or obligations hereunder without the express prior written consent of the other Parties, and any attempted assignment without such consent shall be null and void ab initio. Notwithstanding the foregoing, the Parties agree that the Purchaser may assign any of or all its rights, interests and obligations under this Agreement to purchase the General Partner Interests to any wholly owned Subsidiary of the Purchaser, but no such assignment shall relieve the Purchaser of any of its obligations hereunder.

Section 12.11 Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of each Party under this Agreement will not be materially and adversely affected thereby, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement, and, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Section 12.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 12.13 Governing Law; Jurisdiction.

(a) THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND ANY OTHER DOCUMENT OR INSTRUMENT DELIVERED PURSUANT HERETO OR THERETO, AND ANY ACTIONS (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, AT LAW, IN EQUITY OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (INCLUDING ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION HEREWITH OR THEREWITH OR AS AN INDUCEMENT TO ENTER INTO THIS AGREEMENT), SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (INCLUDING ITS LAWS REGARDING STATUTES OF LIMITATIONS), EXCLUDING ANY PRINCIPLES OF CONFLICT OF LAWS THEREOF THAT WOULD CAUSE THE LAWS OF ANOTHER JURISDICTION TO APPLY.

(b) THE PARTIES ACKNOWLEDGE AND AGREE THAT THE APPROPRIATE, EXCLUSIVE AND CONVENIENT FORUM (THE “FORUM”) FOR ANY ACTIONS BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS SHALL BE IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND ANY STATE APPELLATE COURT THEREFROM LOCATED WITHIN THE STATE OF DELAWARE (OR, ONLY IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY FEDERAL OR STATE COURT LOCATED WITHIN THE STATE OF DELAWARE). EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT SOLELY FOR THE PURPOSE OF ANY SUCH ACTIONS. NO PARTY SHALL BRING ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS IN ANY COURT OR JURISDICTION OTHER THAN THE FORUM; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 12.13 SHALL LIMIT THE RIGHTS OF THE PARTIES TO OBTAIN EXECUTION OF A JUDGMENT IN ANY OTHER JURISDICTION. TO THE EXTENT PERMITTED BY LAW, A FINAL AND NON-APPEALABLE ORDER OR JUDGMENT AGAINST A PARTY IN ANY ACTION CONTEMPLATED BY THIS SECTION 12.13 SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES BY SUIT ON SUCH ORDER OR JUDGMENT, A CERTIFIED OR EXEMPLIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT OF SUCH ORDER OR JUDGMENT.

(c) EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST ANOTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE TRANSACTION DOCUMENTS, THE CONFIDENTIALITY AGREEMENT OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THEREWITH OR THE ADMINISTRATION HEREOF OR THEREOF OR THE TRANSACTION. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR THE TRANSACTION DOCUMENTS, THE CONFIDENTIALITY AGREEMENT OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THEREWITH OR THE ADMINISTRATION HEREOF OR THEREOF OR THE TRANSACTION. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 12.13. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 12.13 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Section 12.14 Specific Performance.

(a) Notwithstanding anything to the contrary in this Agreement, but subject to Section 11.02, (i) each Party recognizes and acknowledges that a breach by it of any applicable covenants, agreements or obligations contained in this Agreement shall cause the other Party to sustain irreparable harm for which they would not have an adequate remedy at Law, and therefore, in the event of any such breach, the aggrieved Party shall, without the posting of bond or other security (any requirement for which each Party hereby waives), be entitled to the remedy of specific performance of such covenants, agreements and obligations, including injunctive and other equitable relief, in addition to any other remedy to which it might be entitled, (ii) a Party shall be entitled to an injunction or injunctions to prevent breaches of any covenants, agreements or obligations contained in this Agreement and (iii) in the event that any Action is brought in equity to enforce such covenants or agreements, neither Party shall allege, and each Party hereby waives the defense or counterclaim, that there is an adequate remedy at Law.

(b) If the Sellers bring an action for specific performance pursuant to this Section 12.14, and a court rules that the Purchaser breached this Agreement in connection with its failure to effect the Closing in accordance with this Agreement, then the Purchaser shall pay all of the Sellers’ costs and expenses (including attorneys’ fees) in connection with all actions to seek specific performance of the Purchaser’s obligations pursuant to this Agreement and all actions to collect such costs or expenses. For the avoidance of doubt, in no event shall the exercise of the Sellers’ right to seek specific performance pursuant to this Section 12.14 reduce, restrict or otherwise limit the Sellers’ rights to pursue all applicable remedies at law, including terminating this Agreement pursuant to Section 11.01.

Section 12.15 Non-Recourse. Each Transaction Document shall be enforceable only against, and any Action based upon, arising under, out of or in connection with or related in any manner to a Transaction Document, or the Transactions shall be brought only against the parties signatory thereto, and then only with respect to the specific obligations set forth therein that are applicable to such party. No Person that is not a party to the applicable Transaction Document, including any past, present or future Representative or Affiliate of such party or any Affiliate of any of the foregoing (each, a “Nonparty Affiliate”), shall have any Liability (whether in contract, tort, strict liability, at Law, in equity or otherwise) for any claims, causes of action, Liabilities or other obligations arising under, out of or in connection with or related in any manner to such Transaction Document or the Transactions, or based upon, in respect of or by reason of such Transaction Document or the negotiation, execution, performance or breach of any of the Transaction Documents. To the extent permitted by Law, each party hereby (a) waives and releases all such claims, causes of action, Liabilities and other obligations against any such Nonparty Affiliates, (b) waives and releases any and all claims, causes of action, rights, remedies, demands or Actions that may otherwise be available to avoid or disregard the entity form of a party or otherwise impose the Liability of a party on any Nonparty Affiliate, whether granted by Law or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise, and (c) disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement and any representation or warranty made in, in connection with or as an inducement hereto.

Section 12.16 Privileged Communications. As to all communications among Vinson & Elkins L.L.P. or the Sellers’ in-house counsel, on the one hand, and the Sellers, any Target Company or any of their respective Affiliates or Representatives, on the other hand, that relate in any way to the Transactions and that constitute attorney-client privileged communications or are otherwise privileged under Law (collectively, the “Privileged Communications”), the privilege and the expectation of client confidence belongs to the Sellers, may be controlled by the Sellers and shall not pass to or be claimed by the Purchaser, any Target Company or Affiliate or Representative thereof; provided, however, that with respect to any Privileged Communications that (a) are (i) related to the Business or (ii) any assets, Liabilities, Losses, Actions or other matters associated with any Target Company and (b) are only tangentially related to the Transactions (collectively, the “Excluded Communications”), the privilege and the expectation of client confidence belongs to the applicable Target Company, may be controlled by such Target Company and shall pass to and may be claimed by the Purchaser or any Target Company. The Privileged Communications (other than the Excluded Communications) are the Sellers’ property, and, from and after the Closing Date, none of the Purchaser, the Target Companies or any of their respective Affiliates, nor any Person purporting to act on behalf of the Purchaser, any Target Company or any of their respective Affiliates, shall seek to obtain any such Privileged Communications, whether by seeking a waiver of the privilege or through other means. As to any such Privileged Communications prior to the Closing Date, none of the Purchaser, the Target Companies or any of their respective Affiliates, successors or assigns may disclose, use or rely on in any way any of such Privileged Communications after the Closing; provided, however, that the foregoing sentence shall not restrict the ability of the Purchaser, the Target Companies or any of their respective Affiliates to challenge the fact that any communication constitutes a Privileged Communication (other than as a result of the Purchaser becoming the owner of the Purchased Interests). The Sellers and their Affiliates may use any such Privileged Communications in connection with any dispute that relates in any way to the Transactions; provided, however, that in the event a dispute arises between the Purchaser or a Target Company, on the one hand, and a third Person (other than the Sellers or their Affiliates) after the Closing, the Target Companies may assert the privilege to prevent disclosure of any such Privileged Communications to such third Person; and, provided, further, that the Target Companies shall not, unless required by Law, waive such privilege without the Sellers’ prior written consent.

Section 12.17 Financing Sources. Notwithstanding anything in this Agreement to the contrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Purchaser and its Affiliates under or pursuant to any commitment letter or any other agreement entered into with respect to the Financing), each of the parties to this Agreement on behalf of itself and each of its Affiliates hereby: (a) agrees that any legal action involving the Financing Sources (whether in law or in equity, whether in contract or in tort or otherwise) arising out of or relating to this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America, in each case, sitting in New York County and any appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court and agrees that any such dispute shall be governed by, and construed in accordance with, the Laws of the State of New York (provided, however, that notwithstanding the forgoing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, it is understood and agreed that (A) the interpretation of the definition of Material Adverse Effect (and whether or not a Material Adverse Effect has occurred), (B) the determination of the accuracy of any “specified acquisition agreement representation” (as such term or similar term may be defined in any commitment letter) and whether as a result of any inaccuracy thereof the Purchaser or any of its Affiliates have the right to terminate its or their obligations hereunder pursuant to Section 11.01(d) or decline to consummate the Closing as a result thereof pursuant to Article VIII and (C) the determination of whether the Closing has been consummated in all material respects in accordance with the terms hereof, shall in each case be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any other jurisdiction), (b) agrees not to bring or support or permit any of its Affiliates to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), against the Financing Sources in any way arising out of or relating to this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action in any such Subject Court, (d) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable legal requirements trial by jury in any legal action brought against the Financing Sources in any way arising out of or relating to this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (e) agrees that none of the Financing Sources will have any liability to any of Sellers or their respective Affiliates relating to or arising out of this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of Sellers or their respective Affiliates shall bring or support any legal action, including any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources relating to or in any way arising out of this Agreement, the Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action involving any Financing Source or the transactions contemplated hereby, any claim that it is not personally subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (x) that the Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions in this Section 12.17 (and the definitions of any terms used in this Section 12.17) and (y) to the extent any amendments to any provision of this Section 12.17 (or, solely as they relate to such Section, the definitions of any terms used in this Section 12.17) are materially adverse to the Financing Sources, such provisions shall not be amended without the prior written consent of the Financing Sources. Notwithstanding anything contained herein to the contrary, nothing in this Section 12.17 shall in any way affect any party’s or any of their respective Affiliates’ rights and remedies under any binding agreement between a Financing Source and such party.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by a duly authorized representative of each Party as of the Signing Date.

Signature Page to

Purchase and Sale Agreement

Signature Page to

Purchase and Sale Agreement

Signature Page to

Purchase and Sale Agreement

Exhibit A

ACCOUNTING PRINCIPLES AND SAMPLE CALCULATIONS

[Omitted.]

Exhibit B

FORM OF ASSIGNMENT AGREEMENT

[Omitted.]

Exhibit C

FORM OF MUTUAL RELEASE

[Omitted.]

Exhibit D

FORM OF ESCROW AGREEMENT

[Omited.]

Exhibit E

JOINDER AGREEMENT

[Omitted.]