Common use of Consent Rights Clause in Contracts

Consent Rights. From the Effective Time (as such term is defined in the Purchase Agreement) until the Closing (the “Consent Period”), without the prior consent of a majority of the Independent Directors, the Controlling Partnership shall not, and shall not permit the Purchaser GP or any Consolidated Person (as defined in the Purchase Agreement) to: (i) enter into any amendment to the Exchange Agreement, the Tax Receivables Agreement, a Lock-Up Agreement, the Controlling Partnership LPA, the Management Holdings LPA, the Fund Holdings LPA, the Purchaser LPA or the Controlling Partnership GP Agreement (each as defined in the Purchase Agreement), or any Contribution and Indemnification Agreement (each of the foregoing, a “Covered Agreement”) that, in the reasonable judgment of the Controlling Partnership, is or will result in a conflict of interest or would have a materially disproportional impact on KPE, (ii) enter into any transaction or series of related transactions involving an aggregate amount in excess of $20 million with any related person (as such term is defined in Item 404 of Regulation S-K under the Securities Act) of the Controlling Partnership, the Purchaser GP or Consolidated Person (other than any related person that is another Consolidated Person or an investment fund or investment vehicle that is managed, sponsored, or otherwise advised by the Controlling Partnership, the Purchaser GP or any Consolidated Person) (a “Related Person”) that is the type of transaction that would be required to be disclosed under the Securities Act by the Controlling Partnership, the Purchaser GP or such Consolidated Person pursuant to Item 404 of Regulation S-K under the Securities Act if the Controlling Partnership, the Purchaser, the Purchaser GP or such Consolidated Person were subject to the disclosure requirements of such Item (provided, however, that, except with respect to any transaction for which the restrictions of clause (ii) do not apply by virtue of the proviso below, the Controlling Partnership shall on at least a quarterly basis provide a report in reasonable detail of transactions which would be covered by this clause (ii) but for the requirement set forth in this clause (ii) as to a minimum aggregate amount), (iii) except in accordance with the Exchange Agreement, enter into any transaction with any Related Person if such transaction would reduce the percentage of KPE’s direct or indirect equity interest in any Consolidated Person or the percentage of the equity interest in the Controlling Partnership that the holders of KPE Common Units will receive upon the Distribution; provided, however the foregoing clauses (ii) and (iii) shall not restrict, and the approval of a majority of the Independent Directors shall not be required with respect to, (A) the payment, issuance, grant or delivery of compensation, including, subject to Section 4.12, equity-based compensation, to any Related Person in respect of such Related Person’s provision of services to the Controlling Partnership or a Consolidated Person provided that in performing such services, the Related Person is acting as a partner, member, director, officer or employee of the Controlling Partnership or a Consolidated Person and not as a third-party service provider, (B) any transaction or series of related transactions with a Related Person made on substantially similar terms as have been agreed to with unaffiliated third parties in connection with the same transaction or series of related transactions, (C) any investment by a Related Person in any investment fund or investment vehicle that is managed, sponsored or otherwise advised by the

Consent Rights. From Notwithstanding the Effective Time (as such term is defined in the Purchase Agreement) foregoing, until the Closing Dividend Cessation Date of all Series A Preferred Stock, the Corporation shall not, and shall cause its Subsidiaries not to, directly or indirectly (the “Consent Period”whether by merger, consolidation, amendment of this Certificate of Designations or otherwise), without the prior written approval of the Stockholders’ Representative: (i) create, or authorize the creation of, or issue or obligate itself to issue any shares of, (A) Senior Stock, (B) Parity Stock (including any Series A Preferred Stock, other than the Series A Preferred Stock issued pursuant to the Merger Agreement), (C) any Capital Stock that votes as a single class with the Series A Preferred Stock on any of the matters which require the consent of the holders of a majority of the Independent DirectorsSeries A Preferred Stock pursuant to this Section 6, or (D) any Capital Stock of a Subsidiary of the Controlling Partnership shall notCorporation, and other than a wholly owned Subsidiary of the Corporation; provided, that, this clause (D) shall not permit apply to Capital Stock of a Subsidiary of the Purchaser GP Corporation issued as consideration for a bona-fide acquisition by the Corporation or any Consolidated Person of its Subsidiaries approved by the Board and the primary purpose of which is not to obtain financing; (as defined ii) reclassify, alter or amend any Capital Stock of the Corporation or its Subsidiaries if such reclassification, alteration or amendment would render such other Capital Stock senior to or pari passu with the Series A Preferred Stock in respect of the Purchase Agreement) to: distribution of assets on the liquidation, dissolution or winding up of the Corporation or the payment of dividends; (iiii) enter into any amendment to the Exchange Agreement, the Tax Receivables Agreement, a Lock-Up Agreement, the Controlling Partnership LPA, the Management Holdings LPA, the Fund Holdings LPA, the Purchaser LPA or the Controlling Partnership GP Agreement (each as defined in the Purchase Agreement), or any Contribution and Indemnification Agreement (each of the foregoing, a “Covered Agreement”) that, in the reasonable judgment of the Controlling Partnership, is or will result in a conflict of interest or would have a materially disproportional impact on KPE, (ii) enter into any transaction or series of related transactions involving an aggregate amount in excess of $20 million with any related person (as such term is defined in Item 404 of Regulation S-K under the Securities Act) of the Controlling Partnership, the Purchaser GP or Consolidated Person (other than any related person that is another Consolidated Person or an investment fund or investment vehicle that is managed, sponsored, or otherwise advised by the Controlling Partnership, the Purchaser GP or any Consolidated Person) (a “Related Person”) that is the type of transaction that would be required to be disclosed under the Securities Act by the Controlling Partnership, the Purchaser GP or such Consolidated Person pursuant to Item 404 of Regulation S-K under the Securities Act if the Controlling Partnership, the Purchaser, the Purchaser GP or such Consolidated Person were subject to the disclosure requirements of such Item (provided, however, that, except with respect to any transaction for which the restrictions of clause (ii) do not apply by virtue of the proviso below, the Controlling Partnership shall on at least a quarterly basis provide a report in reasonable detail of transactions which would be covered by this clause (ii) but for the requirement set forth in this clause (ii) as to a minimum aggregate amount), (iii) except in accordance with the Exchange Agreement, enter into any transaction with any Related Person if such transaction would reduce the percentage of KPE’s direct or indirect equity interest in any Consolidated Person or the percentage of the equity interest in the Controlling Partnership that the holders of KPE Common Units will receive upon the Distribution; provided, however the foregoing clauses (ii) and (iii) shall not restrict, and the approval of a majority of the Independent Directors shall not be required agreement with respect to, (A) or consummate, any merger, consolidation or similar transaction with any other Person pursuant to which the paymentCorporation or such Subsidiary would not be the surviving entity in such transaction, issuanceif as a result of such transaction, grant any capital stock or delivery of compensation, including, subject to Section 4.12, equity or equity-based compensation, to any Related Person in respect linked securities of such Related Person’s provision of services Person would rank senior to or pari passu with the Series A Preferred Stock as to the Controlling Partnership payment of dividends or a Consolidated Person provided that in performing the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the surviving entity or such servicesSubsidiary; (iv) assume, incur or guarantee, or authorize the creation, assumption, incurrence or guarantee of, any indebtedness for borrowed money (specifically excluding letters of credit, performance or payment bonds, and capitalized lease obligations) if, after taking into account such assumption, incurrence or guarantee of such indebtedness for borrowed money, the Related Person is acting as a partner, member, director, officer or employee aggregate outstanding amount of such indebtedness for borrowed money of the Controlling Partnership or Company and its Subsidiaries would exceed $5,000,000 on a Consolidated Person and not as a third-party service providerconsolidated basis, other than (Bx) any transaction or series of related transactions with a Related Person made on substantially similar terms as have been agreed to with unaffiliated third parties indebtedness for borrowed money under the credit facility being executed and delivered in connection with the same transaction closing of the Merger Agreement (the “Existing Facility”), or series of related transactions, (Cy) any investment by refinancing thereof in a Related Person principal amount not to exceed the available amount under the Existing Facility; (v) authorize or consummate any Change of Control or Liquidation Event unless on or prior to the consummation of such Change of Control or Liquidation Event, all shares of Series A Preferred Stock will be redeemed, paid or purchased in any investment fund or investment vehicle that is managedfull at the Redemption Price; or (vi) alter, sponsored amend, supplement, restate, waive or otherwise advised by themodify any provision of this Certificate of Designations or any other governing document of the Corporation (including any other Certificate of Designations) in a manner that would reasonably be expected to be materially adverse to the rights or obligations of the holders of the Series A Preferred Stock.

Consent Rights. From (a) So long as the Effective Time Five Point Members collectively, directly or indirectly, own at least 40% of the Outstanding Voting Shares, the Company shall not take, and shall take all necessary action to cause each member of the Company Group not to take, directly or indirectly (as such term is defined in the Purchase Agreement) until the Closing (the “Consent Period”whether by amendment, merger, consolidation, reorganization or otherwise), any of the following actions (or enter into an agreement to take such any such action) without the prior consent of a majority the Five Point Representative, which consent may be withheld in the Five Point Representative’s sole discretion, in addition to any required approval of the Independent DirectorsBoard (or, as applicable, the Controlling Partnership shall not, and shall not permit approval of the Purchaser GP requisite governing body of any Subsidiary of the Company or any Consolidated Person (as defined in the Purchase Agreement) to: requisite statutory vote): (i) enter into any amendment to terminating the Exchange Agreement, the Tax Receivables Agreement, a Lock-Up Agreement, the Controlling Partnership LPA, the Management Holdings LPA, the Fund Holdings LPA, the Purchaser LPA or the Controlling Partnership GP Agreement (each as defined in the Purchase Agreement), or any Contribution and Indemnification Agreement (each Chief Executive Officer of the foregoing, a “Covered Agreement”) that, in the reasonable judgment of the Controlling Partnership, is Company and/or hiring or will result in a conflict of interest appointing his or would have a materially disproportional impact on KPE, her successor; (ii) enter removing the Chairman of the Board and/or appointing his or her successor; (iii) increasing or decreasing the size of the Board or any committee of the Board or taking any such action with respect to the governing body of any other member of the Company Group; (iv) agreeing to or entering into any transaction that, if consummated, would constitute a Change of Control or entering into any definitive agreement or series of related agreements that govern any transaction or series of related transactions involving that, if consummated, would result in a Change of Control (other than, in each case, a sale of Shares by a Five Point Member to a Person that either results in (A) the Five Point Members ceasing to own at least 40% of the Voting Shares of the Company or (B) the Sponsor Group ceasing to hold the ability to elect a majority of the members of the Board); (v) incurring debt for borrowed money (or liens securing such debt) in an aggregate amount that would result in outstanding debt for borrowed money that exceeds the Company’s Consolidated Adjusted EBITDA for the four quarter period immediately prior to the proposed date of incurrence of such debt by 4.00 to 1.00; (vi) authorizing, creating (by way of reclassification, merger, consolidation or otherwise) or issuing any equity securities of the Company (other than (A) pursuant to any equity compensation plan approved by the Board or a committee thereof or (B) intra‑company issuances among the members of the Company Group); (vii) to the fullest extent permitted by applicable Law, making any voluntary election to liquidate or dissolve or commence bankruptcy or insolvency proceedings, adopting a plan with respect to any of the foregoing or making any determination not to oppose any such action or similar proceeding commenced by a third party; (viii) selling, transferring or disposing of assets outside the ordinary course of business in a transaction or series of transactions with a fair market value in excess of $20 million with any related person 10,000,000; and (ix) amending, modifying or waiving this Section 5.21. (b) So long as such term is defined in Item 404 of Regulation S-K under the Securities Act) Five Point Members collectively, directly or indirectly, own at least 10% of the Controlling PartnershipOutstanding Voting Shares, the Purchaser GP Company shall not, and shall take all necessary action to cause each other Group Member not to, directly or Consolidated Person indirectly (whether by amendment, merger, consolidation, reorganization or otherwise), make (or enter into an agreement to make) any amendment, modification or waiver of this Agreement or any other than governing documents of any related person Group Member that is another Consolidated Person materially and adversely affects any of the Five Point Members or an investment fund any such member’s rights under this Agreement or investment vehicle that is managedthe OpCo LLC Agreement without the prior consent of the Five Point Representative, sponsoredwhich consent may be withheld in the Five Point Representative’s sole discretion. Nothing in this Section 5.21, or the exercise of the rights contemplated hereby (including any grant or withholding of consent, as the case may be), shall be deemed to create or otherwise advised by result in any duty (including any fiduciary duty), obligation or liability on the Controlling Partnershippart of any member of the Sponsor Group, the Purchaser GP express or any Consolidated Person) (a “Related Person”) that is the type of transaction that would be required to be disclosed under the Securities Act by the Controlling Partnershipimplied, the Purchaser GP in equity or such Consolidated Person pursuant to Item 404 of Regulation S-K under the Securities Act if the Controlling Partnershipotherwise. In addition, the Purchaser, the Purchaser GP or such Consolidated Person were subject to the disclosure requirements of such Item (provided, however, that, except with respect to any transaction for which Director who is also a director, officer, employee or principal of any member of the restrictions Sponsor Group, no act or omission of clause such director, officer, employee or principal of any member of the Sponsor Group in his or her capacity as such shall (i) be deemed to be an act or omission of such individual in his or her capacity as a Director or (ii) do not apply by virtue of the proviso below, the Controlling Partnership shall on at least a quarterly basis provide a report in reasonable detail of transactions which would be covered by this clause (ii) but for the requirement set forth in this clause (ii) as deemed to a minimum aggregate amount), (iii) except in accordance with the Exchange Agreement, enter into any transaction with any Related Person if such transaction would reduce the percentage of KPE’s direct create or indirect equity interest otherwise result in any Consolidated Person duty, obligation or liability on the percentage of the equity interest in the Controlling Partnership that the holders of KPE Common Units will receive upon the Distribution; provided, however the foregoing clauses (ii) and (iii) shall not restrict, and the approval of a majority of the Independent Directors shall not be required with respect to, (A) the payment, issuance, grant or delivery of compensation, including, subject to Section 4.12, equity-based compensation, to any Related Person in respect part of such Related Person’s provision of services to the Controlling Partnership individual in his or a Consolidated Person provided that in performing such services, the Related Person is acting her capacity as a partnerDirector, memberexpress or implied, director, officer in equity or employee of the Controlling Partnership or a Consolidated Person and not as a third-party service provider, (B) any transaction or series of related transactions with a Related Person made on substantially similar terms as have been agreed to with unaffiliated third parties in connection with the same transaction or series of related transactions, (C) any investment by a Related Person in any investment fund or investment vehicle that is managed, sponsored or otherwise advised by theotherwise.

Consent Rights. From and after the Effective Time Closing, for so long as (as such term is defined in x) the Purchase Agreement) until TOBI Purchasers and their Permitted Transferees, on the one hand, or Snow ▇▇▇▇▇▇ Purchasers and their Permitted Transferees, on the other hand, continue to hold at least 50% of the Series A Convertible Preferred Stock issued at the Closing to the TOBI Purchasers or the Snow ▇▇▇▇▇▇ Purchasers, respectively, and (y) the “Consent Period”)Purchasers and their respective Permitted Transferees collectively continue to hold at least 50% of the aggregate Series A Convertible Preferred Stock issued at the Closing to the Purchasers, without the prior written consent of a majority of TOBI III SPE I LLC and SPG Partners, LLC (in each case subject to the Independent Directors, TOBI Purchasers or Snow ▇▇▇▇▇▇ Purchasers continuing to satisfy clause (x)): (a) the Controlling Partnership shall not, Company and its Subsidiaries shall not permit the Purchaser GP or any Consolidated Person (as defined in the Purchase Agreement) to: (i) enter into take any amendment to the Exchange Agreement, the Tax Receivables Agreement, a Lock-Up Agreement, the Controlling Partnership LPA, the Management Holdings LPA, the Fund Holdings LPA, the Purchaser LPA or the Controlling Partnership GP Agreement (each as defined in the Purchase Agreement), or any Contribution and Indemnification Agreement (each action that requires consent of the foregoing, a “Covered Agreement”) that, in the reasonable judgment holders of the Controlling Partnership, is Series A Convertible Preferred Stock under Section 4.2 of the Certificate of Designation or will result in a conflict of interest or would have a materially disproportional impact on KPE, (ii) enter into incur or issue any transaction convertible debt securities; (b) the Company and its Subsidiaries shall not incur or series of related transactions involving issue any non-convertible indebtedness for borrowed money with an aggregate principal amount at any time in excess of $20 million with any related person (as such term is defined in Item 404 of Regulation S-K under the Securities Act) of the Controlling Partnership, the Purchaser GP or Consolidated Person (other than any related person that is another Consolidated Person (i) in connection with ordinary course securitization or an investment fund or investment vehicle that is managedwarehouse transactions (including, sponsored, or otherwise advised by the Controlling Partnership, the Purchaser GP or any Consolidated Person) (a “Related Person”) that is the type of transaction that would be required to be disclosed under the Securities Act by the Controlling Partnership, the Purchaser GP or such Consolidated Person pursuant to Item 404 of Regulation S-K under the Securities Act if the Controlling Partnership, the Purchaser, the Purchaser GP or such Consolidated Person were subject to the disclosure requirements of such Item (provided, however, that, except with respect to any transaction for which the restrictions of clause (ii) do not apply by virtue of the proviso below, the Controlling Partnership shall on at least a quarterly basis provide a report in reasonable detail of transactions which would be covered by this clause (ii) but for the requirement set forth in this clause avoidance of doubt, term loan or other refinancings thereof), (ii) as permitted pursuant to a minimum aggregate amount), Section 7.03 of the Credit Agreement or (iii) except indebtedness incurred to repurchase the Series A Convertible Preferred Stock; (c) the Company shall not declare or pay any dividend or distribution (other than consisting solely of additional equity securities of the Company) on, or redeem, repurchase or acquire any equity interests of, the Company other than (i) the payment of Redemption Price (as defined in accordance with the Exchange Certificate of Designation) on the Series A Convertible Preferred Stock, and (i) ordinary course repurchases, redemptions or other acquisitions of equity held by any current or former officer, director, consultant or employee of a Company Entity to the extent permitted by Section 7.06(c) of the Credit Agreement, ; or (d) the Company and its Subsidiaries shall not enter into any transaction with any Related Person if such transaction Liquidation Event (as defined in the Certificate of Designation), upon consummation of which the Series A Convertible Preferred Stock would reduce the percentage of KPE’s direct or indirect equity interest not receive at least payment in any Consolidated Person or the percentage full, in cash of the equity interest Liquidation Preference (as defined in the Controlling Partnership that the holders Certificate of KPE Common Units will receive upon the Distribution; provided, however the foregoing clauses (ii) and (iii) shall not restrict, and the approval of a majority of the Independent Directors shall not be required with respect to, (A) the payment, issuance, grant or delivery of compensation, including, subject to Section 4.12, equity-based compensation, to any Related Person in respect of such Related Person’s provision of services to the Controlling Partnership or a Consolidated Person provided that in performing such services, the Related Person is acting as a partner, member, director, officer or employee of the Controlling Partnership or a Consolidated Person and not as a third-party service provider, (B) any transaction or series of related transactions with a Related Person made on substantially similar terms as have been agreed to with unaffiliated third parties in connection with the same transaction or series of related transactions, (C) any investment by a Related Person in any investment fund or investment vehicle that is managed, sponsored or otherwise advised by theDesignation).

Consent Rights. From Notwithstanding anything contained in this Agreement to the Effective Time contrary (as such term is defined in the Purchase Agreement) until the Closing (the “Consent Period”including Section 5.5), without (x) for so long as any Series A Preferred Unit is outstanding, the prior affirmative vote or written consent of the Series A Preferred Majority in Interest shall be required for the following or to enter into any agreements with respect to the following and (y) for so long as any Series A Warrants and/or Series A Warrant Units are outstanding, the prior affirmative vote or written consent of the holders of a majority in interest of such Series A Warrants or Series A Warrant Units shall be required for the Independent Directorsfollowing or to enter into any agreements with respect to the following, and the Controlling Partnership Company shall not, and the Company shall cause its Subsidiaries not permit the Purchaser GP to, directly or any Consolidated Person (as defined in the Purchase Agreement) to: indirectly, by amendment, merger, recapitalization, sale, consolidation or otherwise: (i) enter into (x) Incur or permit any amendment Subsidiary to Incur any Indebtedness, other than Permitted Indebtedness or (y) create or suffer to exist any material Lien, other than Permitted Liens; provided that solely with respect to suffering to exist a non-consensual Lien shall not constitute a violation of this Section 2.3(e)(i)(y) so long as both (i) the Company and its Subsidiaries are contesting such Lien in good faith and (ii) neither the Company nor any Subsidiary has consented to such Lien, nor has there been a final judgment affirming such ▇▇▇▇; (ii) amend, alter or repeal any provision of this Agreement or the Certificate of Formation in a manner that (1) is adverse to the Exchange Agreement, the Tax Receivables Agreement, a Lock-Up Agreement, the Controlling Partnership LPA, the Management Holdings LPA, the Fund Holdings LPA, the Purchaser LPA or the Controlling Partnership GP Agreement Unitholders holding Series A Preferred Units in any respect (each as defined except in the Purchase Agreementcase of de minimis impact), (2) directly or indirectly imposes any additional obligations or duties on the Unitholders holding Series A Preferred Units, Series A Warrants or Series A Warrant Units, other than immaterial administrative obligations, (3) directly or indirectly reduces or eliminates any rights afforded to the Unitholders holding Series A Preferred Units (including indemnification, exculpation, preemptive rights and information rights), (4) is disproportionately and materially adverse to the Series A Warrant Holders relative to Common Units or (5) that directly or indirectly changes or otherwise modifies Section 12.5 in a manner adverse to the Unitholders holding Series A Preferred Units, Series A Warrants or Series A Warrant Units in any respect (except in the case of de minimis impact); (iii) issue any (A) new Equity Securities of the Company, or reclassify, alter or amend any existing Equity Securities of the Company into, or issue any Equity Securities or debt securities convertible into, Equity Securities of the Company except for Common Units and Equity Awards; provided, that (x) if Common Units are issued as, or in connection with, an Equity Award, such Common Units will be subject to the following clause (B), (y) any issuance of Equity Securities (whether Common Units or otherwise) shall be priced at no less than Fair Market Value, and any consideration paid or contributed therefor shall be in the form of cash (provided that no prior affirmative vote or written consent pursuant to this Section 2.3(e)(iii)(A)(y) shall be required for issuances occurring at a per-Common Unit price less than the then-current Fair Market Value solely if for cash consideration and solely to the extent the issuances are for Common Units with a Fair Market Value of $5,000,000 in the aggregate) and (z) Equity Awards are subject to the following clause (B), or (B) Equity Awards that are (x) not pari passu or junior to the Common Units or (y) in the aggregate with any Contribution other issuance of Equity Awards, are (or would constitute, once exercised, vested or received) more than five percent (5.0%) of the then-issued and Indemnification Agreement outstanding Common Units, Series A Warrants, and Equity Awards (calculated together on a fully diluted basis and assuming full exercise of the Series A Warrants); (iv) (w) fail to beneficially own all of the issued and outstanding Equity Securities of any Subsidiary of the Company, (x) permit or cause any Subsidiary of the Company to issue or suffer to exist any Equity Securities, or to issue, or to permit to be issued, any debt securities convertible into Equity Securities of any Subsidiary of the Company, in each case, other than Equity Securities or debt securities held by or issued to a wholly owned Subsidiary of the Company; (y) form, acquire or permit or suffer to exist or cause any Subsidiary to form, acquire or permit or suffer to exist any Subsidiary other than a wholly owned Subsidiary; or (z) classify, alter or amend any existing Equity Securities of any Subsidiary of the Company, other than Equity Securities held by wholly owned Subsidiaries of the Company (both before and after giving effect to such classification, alteration or amendment) or other immaterial or de minimis changes effected for administrative purposes; (v) make, or cause or permit the Company or any Subsidiary of the Company to make, any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, (A) the Manager Group, (B) any Affiliate of the Company or (C) any other Related Party of the Company (each of the foregoing, an “Affiliate Transaction”), unless such transaction is a “Covered Agreement”) that, in the reasonable judgment Permitted Affiliate Transaction or each of the Controlling Partnership, following is true: (1) such Affiliate Transaction is on terms that are not materially less favorable to the Company or will result the relevant Subsidiary of the Company at the time of such transaction or at the time of the execution of the agreement providing therefor than those that would have been obtained in a conflict of interest comparable arms-length transaction by the Company or would have a materially disproportional impact on KPE, such Subsidiary with an unrelated Person; and (ii2) enter into such any transaction Affiliate Transaction or series of related transactions involving an Affiliate Transactions involve aggregate amount payments or consideration of less than $1,000,000; (vi) directly or indirectly guarantee, endorse, assume, co-sign, provide a keep-well or comfort letter in excess respect of, grant a letter of $20 million with credit to support, pledge or otherwise encumber any related person (as such term is defined in Item 404 of Regulation S-K under the Securities Act) of the Controlling Partnership, the Purchaser GP or Consolidated Person (other than any related person that is another Consolidated Person or an investment fund or investment vehicle that is managed, sponsoredits assets to secure, or otherwise advised by the Controlling Partnership, the Purchaser GP or any Consolidated Person) (a “Related Person”) that is the type of transaction that would be required to be disclosed under the Securities Act by the Controlling Partnership, the Purchaser GP or such Consolidated Person pursuant to Item 404 of Regulation S-K under the Securities Act if the Controlling Partnership, the Purchaser, the Purchaser GP or such Consolidated Person were subject to the disclosure requirements of such Item (provided, however, that, except with respect to any transaction for which the restrictions of clause (ii) do not apply by virtue of the proviso below, the Controlling Partnership shall on at least a quarterly basis provide a report in reasonable detail of transactions which would be covered by this clause (ii) but for the requirement set forth in this clause (ii) as to a minimum aggregate amount), (iii) except in accordance with the Exchange Agreement, enter into any transaction with other arrangement having the economic effect of providing credit enhancement or other financial support (collectively, “Credit Support”) for the payment or performance of any Related Person if such transaction would reduce the percentage Indebtedness, liability or other obligation, whether now existing or hereafter Incurred, of KPE’s direct or indirect equity interest in any Consolidated Person or the percentage of the equity interest in the Controlling Partnership that the holders of KPE Common Units will receive upon the Distribution; provided, however the foregoing clauses (ii) and (iii) shall not restrict, and the approval of a majority of the Independent Directors shall not be required with respect to, (A) the payment, issuance, grant or delivery of compensation, including, subject to Section 4.12, equity-based compensation, to any Related Person in respect of such Related Person’s provision of services to the Controlling Partnership or a Consolidated Person provided that in performing such services, the Related Person is acting as a partner, member, director, officer or employee of the Controlling Partnership or a Consolidated Person and not as a third-party service providerManager Group, (B) any transaction Affiliate or series (C) any other Related Party of related transactions with the Company or its Subsidiaries known by a Manager, at the time of entering into or suffering to exist such transaction, to be a Related Person made on substantially similar terms as have been agreed Party; provided that, for the avoidance of doubt, this Section 2.3(e)(vi) shall not restrict the Company or its Subsidiaries from providing Credit Support that is Permitted Indebtedness to with unaffiliated third parties the Company or any other wholly owned Subsidiary of the Company and shall not restrict the Company from making any Permitted Debt Service Distributions and Tax Distributions in connection accordance with the same transaction terms of this Agreement; (vii) with respect to the Company, engage in any business activity or series own any material assets other than: (A) holding the Equity Securities or debt obligations of related transactionsthe Company’s wholly owned Subsidiaries, and taking holding company actions incidental thereto, (B) performing its obligations under its certificate formation and this Agreement, (C) issuing its own Equity Securities (including the making of any investment by a Related Person in dividend or distribution on account of, or any investment redemption, retirement, sinking fund or investment vehicle similar payment, purchase or other acquisition for value of, any shares of any Equity Securities, in each case, in accordance with the terms hereof), (D) filing tax reports and paying taxes and other customary obligations in the ordinary course of business (and contesting any taxes), (E) preparing reports to any Governmental Entity and to its equityholders, (F) holding director, manager and equityholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law, (G) holding cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends, or received in connection with Indebtedness, in each case from any of its Subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Equity Securities by the Company, (H) providing indemnification for its officers, directors, managers, members of management, employees, advisors or consultants, (I) participating in tax, accounting and other administrative matters, (J) complying with applicable law (including with respect to the maintenance of its existence), (K) making or receiving cash capital contributions to or from any of its wholly owned Subsidiaries (subject to the terms and conditions of this Agreement), (L) entering into routine administrative agreements, including, but not limited to, engagement agreements, non-disclosure and confidentiality agreements, in the ordinary course of business, (M) entering into fee letters and commitment letters, (N) engaging professional advisors and paying related fees and expenses, and (O) any other activities incidental to or in facilitation of any of the foregoing including, but not limited to, maintaining bank or other accounts; (viii) consummate any Company Mandatory Redemption Event, or cause or permit any Subsidiary of the Company to consummate a transaction that would constitute a Company Mandatory Redemption Event, unless, upon consummation of thereof, the Series A Preferred Units, the Series A Warrants, and Series A Warrant Units are actually redeemed in full in cash in accordance with this Agreement; (ix) permit its Affiliates or a member of the Manager Group to amend, modify, repeal, restate, supplement, terminate or waive, or permit the assignment or subcontract of, or the transfer of any rights or obligations under the Management Agreement, the effect of which would, or would reasonably be expected to, materially alter (x) the scope of services or (y) the compensation, fee payment or other economic terms relating to the Management Agreement, or cause or permit any Subsidiary to do so (provided that changes otherwise subject to this clause (y) which do not contemplate the Company or its Subsidiaries as obligors of the Manager Group shall not be subject to this clause (y)); provided that, this clause (ix) shall not restrict the Company’s Affiliates or a member of the Manager Group from (a) replacing the Management Agreement with a new agreement pursuant to which Fortress or one or more of its controlled Affiliates is the “manager” or (b) terminating the Management Agreement in connection with an Internalization; provided, further, that with respect to (a), any replacement of the Management Agreement does not materially alter (1) the scope of services or (2) the compensation, fee payment or other economic terms relating to the management services provided (unless changes otherwise subject to this clause (2) does not contemplate the Company or its Subsidiaries as obligors of the Manager Group) and is subject to the other provisions of this Section 2.3(e). (x) initiate, approve, or effectuate any Transfer by any Unitholder holding Common Units, provided, that this clause (x) shall not apply to (a) Permitted Transfers in accordance with Article IX and (b) Transfers of Equity Awards to or for the benefit of any spouse, child, grandchild or other family member of the holder of such Equity Awards to a trust or partnership for the benefit of any of the foregoing, including Transfers by will or the laws of descent and distribution; (xi) during any period of time in which there exists a Minimum EBITDA Failure, the funding, payment or other use of cash or Cash Equivalents by the Company or any of its Subsidiaries to fund additional capital expenditures of the Company or any Subsidiary thereof or make Investments, in excess of $20,000,000 in the aggregate; (xii) make, declare or permit (a) any dividend or other distribution on account of any units of any class of the Equity Securities of the Company; (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of any units of any class of Equity Securities of the Company and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Securities of the Company now or hereafter outstanding (all such payments (whether in cash, property, securities or a combination thereof) and other actions set forth in clauses (a) through (c) being collectively referred to as “Restricted Payments”), in each case, other than Permitted Payments; (xiii) consummate, or cause or permit any Subsidiary to consummate, any Asset Sale other than a Permitted Asset Sale, provided that no Unitholder shall unreasonably withhold consent; (xiv) permit (a) the Company or any of its Subsidiaries (X) to be an obligor in respect of any Indebtedness in respect of which any Person (other than the Company and its wholly-owned Subsidiaries) is an obligor or (Y) to provide a Guarantee with respect to any Indebtedness or other obligation of any Person (other than the Company and its wholly-owned Subsidiaries); (b) the Company or any of its Subsidiaries to make or hold any Investment in FIP or any Subsidiary of FIP (other than a Subsidiary of the Company); (c) the Company or any of its Subsidiaries to sell, convey, transfer, or otherwise dispose of property or assets to FIP or any Subsidiary of FIP (other than the Company or a Subsidiary of the Company); provided that this clause (c) shall not restrict any Distributions on Common Units; (d) the Company or any of its Subsidiaries to enter into or any transaction with FIP or any Subsidiary of FIP (other than the Company or a Subsidiary of the Company), except for transactions that are not otherwise prohibited pursuant to Section 2.3(e); or (e) the Company or any of its Subsidiaries to operate any business other than the business operated by the Company and its Subsidiaries on the Effective Date, and any business that is manageda natural outgrowth or a reasonable extension, sponsored development or otherwise advised by theexpansion of such business; provided, however, that if FIP is a direct or indirect Subsidiary of any Person then references to FIP shall also be deemed to include the ultimate parent of FIP that directly or indirectly owns more than fifty percent (50.0%) of the outstanding voting securities of FIP; (xv) enter into any agreement, arrangement or understanding that would, or would reasonably be likely to, restrict the payment of Series A Preferred Distributions in cash; (xvi) commingle funds with any other Person; provided that this clause (xvi) shall not restrict the wholly owned Subsidiaries of the Company from commingling funds with other wholly owned Subsidiaries of the Company; (xvii) convert the Company (including pursuant to an election under the Code and Treasury Regulations) to an entity that is taxable as a corporation for federal income tax purposes; (xviii) convert the Company to a corporation, statutory trust, business trust, association, real estate investment trust, common law trust or any other unincorporated business or entity, including a partnership (general or limited) or a foreign limited liability company; (xix) make non-cash dividends or distributions (other than Series A Preferred Compounded Distributions) or merge with or into, or consolidate with, another entity or effect any division (including under Section 18-217 of the Act), recapitalization, reorganization, change of form of organization, forward or reverse split, dividend or similar transaction, other than in a Mandatory Redemption Event in which the Company’s obligations are fully satisfied; (xx) take any action (including any Material Action) to initiate, to cause or that would result in, the dissolution, liquidation, winding up or termination of the Company (or the business or affairs thereof) or a Bankruptcy Event; (xxi) repurchase or redeem any Junior Units other than (a) a Permitted Management Redemption, or (b) any Series A Warrant or any Series A Wa

Consent Rights. From and after the Effective Time (as such term is defined in the Purchase Agreement) Closing and until the Closing earlier to occur of (x) the “Consent Period”)relevant Purchaser no longer owning at least 50% of the Purchased Shares (or, solely with respect to clause (d) below, such Purchaser no longer owning any Purchased Shares) and (y) the consummation of an IPO, without the prior consent of a majority of the Independent Directorssuch Purchaser, the Controlling Partnership Company shall not, and shall cause its Subsidiaries not permit to: (a) issue any equity security of the Purchaser GP Company at a price per share (or conversion or exercise price per share in the case of convertible or exercisable securities) that is less than the Share Price (as appropriately adjusted to reflect any consolidation, sub-division, conversion or similar event affecting the Common Stock after the date hereof), other than in the case of employee or service provider equity incentive awards awarded at fair market values and approved by the Company’s board of directors; (b) recapitalize or reclassify the Common Stock or amend the Organizational Documents of the Company to amend or modify any rights thereof; (c) redeem or repurchase any equity securities, other than repurchases of equity securities from former employees, officers, directors, consultants or other persons who performed services for the Company or any Consolidated Person Subsidiary in connection with the cessation of such employment or service at no greater than the original purchase price thereof; (d) incur any Company Debt if such incurrence would cause the Leverage Ratio (as defined in the Purchase Credit Agreement without regard to any future amendment, termination or waiver of the Credit Agreement) to: (i) enter into any amendment of the Company and its Subsidiaries to exceed 4.00 to 1.00; provided that, for purposes of the Exchange Agreement, the Tax Receivables Agreement, a Lock-Up Agreement, the Controlling Partnership LPA, the Management Holdings LPA, the Fund Holdings LPA, the Purchaser LPA or the Controlling Partnership GP Agreement (each as defined in the Purchase Agreementdefinition of Leverage Ratio for purposes of this Section 6.4(d), or any Contribution and Indemnification Agreement (x) each of the foregoingCompany, a Holdings and Holdings Intermediate shall be considered “Covered Agreement”Restricted Subsidiaries” and (y) thatno change to the entities considered “Restricted Subsidiaries” (whether effected by an amendment, in the reasonable judgment termination or waiver of the Controlling PartnershipCredit Agreement, is or will result in a conflict any other manner) shall have any effect for purposes of interest or would have a materially disproportional impact on KPE, this Section 6.4(d) without the prior consent of such Purchaser; or (iie) enter into any transaction or series of related transactions involving an aggregate amount in excess of $20 million with any related person (as such term is defined in Item 404 of Regulation S-K under the Securities Act) of the Controlling Partnership, the Purchaser GP or Consolidated Person (other than any related person that is another Consolidated Person or an investment fund or investment vehicle that is managed, sponsored, or otherwise advised by the Controlling Partnership, the Purchaser GP or any Consolidated Person) (a “Related Person”) that is the type of transaction that would be required to be disclosed under the Securities Act by the Controlling Partnership, the Purchaser GP or such Consolidated Person pursuant to Item 404 of Regulation S-K under the Securities Act if the Controlling Partnership, the Purchaser, the Purchaser GP or such Consolidated Person were subject to the disclosure requirements of such Item (provided, however, that, except with respect to any transaction for which the restrictions of clause (ii) do not apply by virtue of the proviso below, the Controlling Partnership shall on at least a quarterly basis provide a report in reasonable detail of transactions which would be covered by this clause (ii) but for the requirement set forth in this clause (ii) as to a minimum aggregate amount), (iii) except in accordance with the Exchange Agreement, enter into any transaction with any Related Person if such transaction would reduce the percentage of KPE’s direct or indirect equity interest in any Consolidated Person or the percentage of the equity interest in the Controlling Partnership that the holders of KPE Common Units will receive upon the Distribution; provided, however the foregoing clauses (ii) and (iii) shall not restrict, and the approval of a majority of the Independent Directors shall not be required with respect to, (A) the payment, issuance, grant or delivery of compensation, including, subject to Section 4.12, equity-based compensation, to any Related Person in respect of such Related Person’s provision of services to the Controlling Partnership or a Consolidated Person provided that in performing such services, the Related Person is acting as a partner, member, director, officer or employee of the Controlling Partnership or a Consolidated Person and not as a third-party service provider, (B) any transaction or series of related transactions with a Related Person made on substantially similar terms as have been agreed to with unaffiliated third parties in connection with the same transaction or series of related transactions, (C) any investment that involves the acquisition by a Related Person of more than 50% of the outstanding voting rights of the Company or would qualify as a Sale Transaction, if such transaction would result in upfront cash proceeds distributable to such Purchaser within ten (10) days following the closing of such Sale Transaction in an amount per share less than the Share Price unless any investment fund such transaction (i) occurs on or investment vehicle that after the second anniversary of this Agreement or (ii) is managed, sponsored or otherwise advised consented to by theequityholders holding a majority of the shares of Common Stock issued in the Current Financing Round.

Consent Rights. From (a) For so long as the Effective Time Holder and its Permitted Transferees own at least fifty percent (as such term is defined in 50%) of the Purchase Agreement) until Acquired Shares received by the Closing Holder pursuant to Article II of the Contribution Agreement (the “Consent Period”without giving effect to any Net Qualifying Sales that have been completed), the Company shall not take any of the following actions without the prior written consent of a majority of the Independent Directors, the Controlling Partnership shall not, and shall not permit the Purchaser GP or any Consolidated Person (as defined in the Purchase Agreement) to: Holder: (i) enter into amend or otherwise modify any amendment provision of the Certificate of Incorporation, the Certificate of Designations, the Bylaws or this Agreement in a manner (A) that would or would reasonably be expected to be material and disproportionate to the Exchange Agreement, Holder relative to the Tax Receivables Agreement, a Lock-Up Agreement, the Controlling Partnership LPA, the Management Holdings LPA, the Fund Holdings LPA, the Purchaser LPA or the Controlling Partnership GP Agreement (each as defined in the Purchase Agreement)other holders of Common Stock, or (B) that modifies any Contribution and Indemnification Agreement (each of the foregoing, a “Covered Agreement”) that, in the reasonable judgment of the Controlling Partnership, is Holder’s specific and enumerated rights thereunder or will result in a conflict of interest or would have a materially disproportional impact on KPE, hereunder; (ii) enter into or materially modify any transaction agreement with (A) Crestview Victory, L.P. or series of related transactions involving an aggregate amount in excess of $20 million with any related person (as such term is defined in Item 404 of Regulation S-K under the Securities Act) of the Controlling Partnershipfunds managed by it (“Crestview”) (which, for the Purchaser GP or Consolidated Person (other than any related person that is another Consolidated Person or an investment fund or investment vehicle that is managedavoidance of doubt, sponsored, or otherwise advised shall not prohibit the Company from facilitating a distribution in kind by the Controlling Partnership, the Purchaser GP Crestview or any Consolidated Personof its Affiliates of the shares of Common Stock held by such Persons to their respective limited partners), (B) (a “Related Person”) that is the type Employee Shareholders Committee with respect to the Employee Shareholders Committee’s voting of transaction that would be required to be disclosed under the Securities Act by the Controlling Partnership, the Purchaser GP or such Consolidated Person pursuant to Item 404 shares of Regulation S-K under the Securities Act if the Controlling Partnership, the Purchaser, the Purchaser GP or such Consolidated Person were Common Stock subject to the disclosure requirements Employee Shareholders’ Agreement (it being understood such consent right shall not apply to (1) any agreement entered into with any member of such Item the Employee Shareholders Committee in their individual or employment capacity, or (provided2) any amendment or modification that pertains to the rights and obligations of the shareholders comprising the Employee Shareholders Committee, howeverand does not otherwise adversely affect the Company’s obligations thereunder), thatunless, except with respect to any transaction for which in the restrictions case of either clause (iiA) do not apply by virtue of the proviso below, the Controlling Partnership shall on at least a quarterly basis provide a report in reasonable detail of transactions which would be covered by this or clause (ii) but for the requirement set forth in this clause (ii) as to a minimum aggregate amountB), (iii) except in accordance with the Exchange Agreement, enter into any transaction with any Related Person if such transaction would reduce the percentage of KPE’s direct agreement or indirect equity interest in any Consolidated Person or the percentage of the equity interest in the Controlling Partnership that the holders of KPE Common Units will receive upon the Distribution; provided, however the foregoing clauses (ii) and (iii) shall not restrict, and the approval of modification is approved by a majority of the Independent Directors shall not be required with respect toCompany’s disinterested directors, (A) the payment, issuance, grant or delivery of compensation, including, subject to Section 4.12, equity-based compensation, to any Related Person in respect of such Related Person’s provision of services to the Controlling Partnership or a Consolidated Person provided that in performing such services, the Related Person is acting as a partner, member, director, officer or employee of the Controlling Partnership or a Consolidated Person and not as a third-party service provider, (B) any transaction or series of related transactions with a Related Person made on substantially similar terms as have been agreed to with unaffiliated third parties in connection with the same transaction or series of related transactions, (C) any investment stockholder holding the same or a lesser ownership percentage (determined based on the Fully Diluted Shares as of such time) as the Holder, which agreement provides such stockholder nomination rights to the Board that would result in such stockholder having a greater number of directors on the Board than the Holder; or (iii) enter into any agreement or commitment to do any of the foregoing. (b) For so long as any shares of Preferred Stock are outstanding, the Company shall not take any of the following actions without the prior written consent of the Holder: (i) amend or modify the Certificate of Designations; (ii) amend or modify any provision of the Certificate of Incorporation, the Certificate of Designations (and any other certificate of designations of capital stock of the Company) or the Bylaws in a manner that would have a significant and adverse effect on the rights, preferences or privileges of the Preferred Stock (provided that the creation, authorization or issuance of any new class or series of capital stock of the Company or the increase in the number of authorized shares of any class or series of capital stock of the Company other than the Preferred Stock shall not be deemed “significant and adverse” for purposes of this Section 9.1(b)(ii)); (iii) issue additional shares of Preferred Stock to the extent not permitted by Section 2(c) of the Certificate of Designation, the terms of this Agreement or the terms of the Contribution Agreement; or (iv) enter into any agreement or commitment to do any of the foregoing. If, as a Related Person result of any change in applicable Law after the date hereof or the issuance of any investment fund guidance, order or investment vehicle interpretation of any existing Law, or any supervisory communication, the consent rights set forth in Article IX may be interpreted to give the Holder Control of the Company or give rise to any presumption of “control” by the Holder of the Company, in each case, under the BHC Act (or any of the rules, guidance or interpretations issued in connection therewith), then the parties shall work in good faith to amend such consent rights such that is managed, sponsored the Holder would not have Control of the Company or otherwise advised by thebe presumed to “control” the Company under the BHC Act.

Consent Rights. From For so long as the Effective Time Minority Shareholder and its Affiliates own at least twenty-five percent (as such term is defined in 25%) of the Purchase Agreement) until Common Shares, the Closing Majority Shareholder shall take all Necessary Action to cause the Company and its Subsidiaries to refrain from taking any of the following actions or approving any of the following matters (the each, a “Consent PeriodAction”), ) without the prior written consent of the Minority Shareholder: (a) Transfer any assets other than (i) Company Owned IP pursuant to non-exclusive licenses granted to end users in connection with sales of finished products in the ordinary course of business and (ii) dispositions of obsolete equipment or assets in the ordinary course of business consistent with past practice; (b) guarantee any Indebtedness or assume or guarantee the obligations of any Person other than guarantees of a majority Wholly Owned Subsidiary of the Independent DirectorsCompany; (c) loan, advance, invest or make a capital contribution to or in any Person other than (i) a Wholly Owned Subsidiary of the Controlling Partnership shall not, Company or (ii) Petrodelta if and shall not permit to the Purchaser GP extent required to comply with any pro rata funding obligations of the Company or any Consolidated Person of its Wholly Owned Subsidiaries in respect of Petrodelta under the terms of the Core Petrodelta Documents or any duly approved Business Plan (as defined in the Purchase Conversion Agreement); (d) to: waive or release any (i) enter into any amendment to the Exchange Agreement, the Tax Receivables Agreement, a Lock-Up Agreement, the Controlling Partnership LPA, the Management Holdings LPA, the Fund Holdings LPA, the Purchaser LPA governmental complaint or the Controlling Partnership GP Agreement (each as defined in the Purchase Agreement), or any Contribution and Indemnification Agreement (each of the foregoing, a “Covered Agreement”) that, in the reasonable judgment of the Controlling Partnership, is or will result in a conflict of interest or would have a materially disproportional impact on KPE, (ii) enter into any transaction claims, liabilities or series obligations arising out of, related to or in connection with litigation other than for compromises, settlements or agreements that involve only the payment of related transactions involving an aggregate amount monetary damages not in excess of $20 million 500,000 in any single instance and $1,000,000 in the aggregate and in any case without the imposition of equitable relief on, or the admission of wrongdoing by, the Company or any of its Subsidiaries; (e) the entering into, or commitment to enter into, or undertaking activity in any line of business other than owning and investing in Petrodelta, complying with any related person (as such term is defined in Item 404 of Regulation S-K under the Securities Act) terms of the Controlling PartnershipCore Petrodelta Documents and matters ancillary thereto; (f) the incorporation, formation or the Purchaser GP acquisition of any new Subsidiary (other than a Wholly Owned Subsidiary) or Consolidated interests or assets of any Person (other than the acquisition of interests in a Wholly Owned Subsidiary or in Petrodelta if and to the extent required to comply with the terms of the Core Petrodelta Documents); (g) the assertion of any related person that is another Consolidated Person claim or an investment fund commencement of any litigation, arbitration or investment vehicle that is managedother proceeding against Petrodelta, sponsored, or otherwise advised by the Controlling Partnership, the Purchaser GP any Affiliate of Petrodelta or any Consolidated PersonGovernmental Authority of Venezuela, other than in accordance with Section 3.04(d); (h) (approving the appointment of any new auditor or a “Related Person”) change in the existing auditor of the Company or any of its Subsidiaries, other than in respect of the appointment of any new auditor that is the type of transaction that would be required then-current, or is simultaneously appointed to be disclosed under the, auditor of Parent; (i) approving the Securities Act by the Controlling Partnership, the Purchaser GP compensation of or such Consolidated Person pursuant to Item 404 of Regulation S-K under the Securities Act if the Controlling Partnership, the Purchaser, the Purchaser GP or such Consolidated Person were subject to the disclosure requirements of such Item (provided, however, that, except with respect any other fees payable to any Director or any director of a Subsidiary of the Company; (j) any agreement or other transaction for which the restrictions between any Group Company and either (i) Parent or any of clause its Affiliates (other than any Group Company) or (ii) do not apply by virtue of the proviso below, the Controlling Partnership shall on at least a quarterly basis provide a report in reasonable detail of transactions which would be covered by this clause (ii) but for the requirement set forth in this clause (ii) as to a minimum aggregate amount), (iii) except in accordance with the Exchange Agreement, enter into any transaction with any Related Person if such transaction would reduce the percentage of KPE’s direct or indirect equity interest in any Consolidated Person or the percentage of the equity interest in the Controlling Partnership that the holders of KPE Common Units will receive upon the Distribution; provided, however the foregoing clauses (ii) and (iii) shall not restrict, and the approval of a majority of the Independent Directors shall not be required with respect to, (A) the payment, issuance, grant or delivery of compensation, including, subject to Section 4.12, equity-based compensation, to any Related Person in respect of such Related Person’s provision of services to the Controlling Partnership or a Consolidated Person provided that in performing such services, the Related Person is acting as a partner, member, director, officer or employee of Parent or any of its Affiliates (other than for compensation of officers or employees of any Group Company in the Controlling Partnership ordinary course of business); and (k) the delegation of the authority or powers of the Board to any committee, Person or entity except pursuant to a Consolidated Person and not as a third-party service providerpower of attorney granted to strictly implement resolutions, (B) or carry out any transaction or series of related transactions with a Related Person made on substantially similar terms as actions, that have been agreed to with unaffiliated third parties in connection with duly authorized by the same transaction or series of related transactions, (C) any investment by a Related Person in any investment fund or investment vehicle that is managed, sponsored or otherwise advised by theBoard.