Common use of Financing Assistance Clause in Contracts

Financing Assistance. (a) Prior to the Effective Time, the Partnership and the General Partner shall, and shall cause their respective Subsidiaries and shall use commercially reasonable efforts to cause each of their respective officers, employees and Representatives to, use commercially reasonable efforts to provide customary cooperation in connection with any financing by Parent or any of its Subsidiaries in connection with the LP Merger, in each case, as may be reasonably requested by Parent or any of its officers, employees or Representatives. Notwithstanding anything to the contrary herein, Parent and Merger Sub acknowledge and agree that consummation of any such financing by Parent or any of its Subsidiaries is not a condition to Closing or any of their respective obligations under this Agreement. Without limiting the generality of the foregoing, the Partnership and the General Partner shall, and shall cause their respective Subsidiaries and shall use commercially reasonable efforts to cause each of their respective officers, employees and Representatives to, upon reasonable request of Parent or any of its officers, employees or Representatives (and solely to the extent customary or necessary in connection with such financing): (1) furnish the report of the Partnership’s auditor on the three most recently available audited consolidated financial statements of the Partnership and its Subsidiaries (as and when available in the ordinary course of business of the Partnership and 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 to the arrangers, underwriters, initial purchasers or placement agents, as applicable, in connection with any such financing; and (2) use commercially reasonable efforts to (i) furnish any customary additional financial statements, schedules, business or other financial data relating to the Partnership and its Subsidiaries as may be reasonably necessary to consummate any such financing, including 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 and reasonably necessary in connection with any such financing (it being understood, in any event, that Parent shall be solely responsible for the preparation of any such pro forma financial information and/or pro forma financial statements); (ii) provide customary direct contact between (x) senior management and advisors, including auditors, of the Partnership and (y) the proposed arrangers, lenders, underwriters, initial purchasers or placement agents, as applicable, and/or Parent’s auditors, as applicable, in connection with any such financing, at reasonable times during regular business hours, and upon reasonable advance notice; (iii) reasonably assist in the preparation of (but not, in each case of the following, entering into or executing) documents, certificates (excluding as to solvency), 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 reasonably necessary or desirable to permit Parent 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 Effective Time; (iv) reasonably assist in the pledging of collateral of the Partnership and its Subsidiaries (including obtaining deposit and security account control agreements or similar third party agreements), provided that such pledges shall be conditioned upon, and shall not take effect until, the Effective Time; (v) reasonably assist in the preparation of one or more customary confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Parent and reasonably necessary for such financing; (vi) permit Parent or its Subsidiaries’ customary use of the Partnership’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, in connection with any such financing (subject to (A) advance review of and consultation with respect to such use; provided that, Parent agrees not to use any such logos to the extent that after such consultation the Partnership informs Parent that such use is prohibited by existing contractual obligations of the Partnership and its Subsidiaries, and (B) such use is not intended to, nor reasonably likely to, harm or disparage the Partnership or any of its Subsidiaries); (vii) participate in a reasonable number of meetings and presentations, during regular business hours and upon reasonable advance notice, with arrangers and prospective lenders, investors and ratings agencies, as applicable (including the participation in such meetings of the Partnership’s and the General Partner’s senior management) and, in each case, at times and locations to be mutually agreed; (viii) no later than five (5) business days prior to the Closing Date, provide Parent all documentation and other information with respect to the Partnership and its Subsidiaries as shall have been reasonably requested in writing by Parent at least ten (10) business days prior to the Closing Date that is required or necessary in connection with such financing by any financing source to comply with applicable “know-your-customer” and anti-money laundering rules and regulations; and (ix) as further set forth in Section 5.16(c) below, take customary actions as may be reasonably requested by Parent in connection with the repayment of certain existing indebtedness for borrowed money of the Partnership and its Subsidiaries, including delivery of customary payoff and release documentation with respect thereto.

Financing Assistance. (a) Prior to the Effective Time, the Partnership and the General Partner Company shall, and shall cause its Subsidiaries and their respective Subsidiaries and shall use commercially reasonable efforts to cause each of their respective officers, employees and Representatives to, use commercially provide such reasonable efforts to provide customary cooperation in connection with any financing by Parent Parent, ETP or any of its their respective Subsidiaries in connection with the LP MergerMerger or otherwise, in each case, case as may be reasonably requested by Parent or any of its officersETP, employees or Representatives. Notwithstanding anything to the contrary herein, Parent and Merger Sub acknowledge and agree that consummation of any such financing by Parent or any of its Subsidiaries is not a condition to Closing or any of their respective obligations under this AgreementRepresentatives. Without limiting the generality of the foregoing, the Partnership and the General Partner Company shall, and shall cause its Subsidiaries and their respective Subsidiaries and shall use commercially reasonable efforts to cause each of their respective officers, employees and Representatives to, upon reasonable request of Parent or any of its officers, employees or Representatives (and solely to the extent customary or necessary in connection with such financing): (1i) furnish the report of the PartnershipCompany’s auditor on the three most recently available audited consolidated financial statements of the Partnership Company and its Subsidiaries (as and when available in the ordinary course of business of the Partnership and Subsidiaries) and use its commercially reasonable best efforts to obtain the consent of such auditor to the use of such reportsreport, including in documents filed with the SEC under the Securities Act, in accordance with normal custom and practice and use commercially reasonable best efforts to cause such auditor to provide customary comfort letters to the arrangers, underwriters, initial purchasers or placement agents, as applicable, in connection with any such financing; and (2) use commercially reasonable efforts to (iii) furnish any customary additional financial statements, schedules, business or other financial data relating to the Partnership Company and its Subsidiaries reasonably requested by ETP, Merger Sub or their Representatives as may be reasonably necessary to consummate any such financing, including 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 and reasonably necessary in connection with any such financing (it being understood, in any event, that Parent shall be solely responsible for the preparation of any such pro forma financial information and/or pro forma financial statements)financing; (iiiii) provide customary direct contact between (x) senior management and advisors, including auditors, of the Partnership Company and (y) the proposed arrangers, lenders, underwriters, initial purchasers or placement agents, as applicable, and/or ParentParent or ETP’s auditors, as applicable, in connection with any such with, the financing, at reasonable times during regular business hours, and upon reasonable advance notice; (iiiiv) reasonably assist in make available the employees and advisors of the Company and its Subsidiaries to provide reasonable assistance with Parent’s or ETP’s or their respective Subsidiaries’ preparation of business projections, financing documents and offer materials; (but notv) obtain the cooperation and assistance of counsel to the Company and its Subsidiaries in providing customary legal opinions and other services; (vi) provide information, in each case of the following, entering into or executing) documents, certificates (excluding as to solvency)authorization letters, opinions and other certificates, enter into agreements (including indentures or supplemental indentures) and take other actions that are or may be customary in connection with any such the financing or reasonably necessary or desirable to permit Parent or its Subsidiaries ETP or their respective Subsidiaries’ to fulfill conditions or obligations under the financing documents, provided that such agreements entered into shall be conditioned upon, and shall not take effect until, the Effective Time; (ivvii) reasonably assist in the pledging of collateral of the Partnership and its Subsidiaries (including obtaining deposit and security account control agreements or similar third party agreements), provided that such pledges shall be conditioned upon, and shall not take effect until, the Effective Time; (v) reasonably assist in the preparation of one or more customary confidential information memoranda, prospectuses, offering memoranda and other marketing and syndication materials reasonably requested by Parent and reasonably necessary for such financingETP; (viviii) permit Parent Parent’s or its ETP’s or their respective Subsidiaries’ customary reasonable use of the PartnershipCompany’s and its Subsidiaries’ logos for syndication and underwriting, as applicable, in connection with any such financing (subject to (A) advance review of and consultation with respect to such use; provided that), Parent agrees not to use any such logos to the extent that after such consultation the Partnership informs Parent that such use is prohibited by existing contractual obligations of the Partnership and its Subsidiaries, and (B) such use is not intended to, nor reasonably likely to, harm or disparage the Partnership or any of its Subsidiaries); (viiix) participate in a reasonable number of meetings and presentations, during regular business hours presentations with prospective lenders and upon reasonable advance notice, with arrangers and prospective lenders, investors and ratings agenciesinvestors, as applicable (including the participation in such meetings of the Partnership’s and the General PartnerCompany’s senior management) and, in each case, at times and locations to be mutually agreed; (viii) no later than five (5) business days prior to the Closing Date, provide Parent all documentation and other information with respect to the Partnership and its Subsidiaries as shall have been reasonably requested in writing by Parent at least ten (10) business days prior to the Closing Date that is required or necessary in connection with such financing by any financing source to comply with applicable “know-your-customer” and anti-money laundering rules and regulations; and (ixx) as further set forth use commercially reasonable efforts to assist in Section 5.16(c) below, take customary actions as may be reasonably requested by Parent in connection with the repayment of certain existing indebtedness for borrowed money of the Partnership and its Subsidiaries, including delivery of customary payoff and release documentation with respect theretoprocuring any necessary rating agency ratings or approvals.