COUNTERPARTS. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one agreement. Counterparts may be transmitted and/or signed by facsimile or electronic mail. The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall be binding on the Parties to the same extent as a manually signed original thereof.

#SIGNATURES. Signatures hereon which are transmitted via facsimile, or other electronic image, shall be deemed original signatures.

Multiple Counterparts And E-Mail/Facsimile Signatures. This Agreement may be signed in multiple counterparts, and when each Party has signed a counterpart hereof, each such counterpart shall be a binding and enforceable agreement as an original. In addition, this Agreement may be executed by e-mail or facsimile, and such e-mail or facsimile signatures will be deemed to be as valid as an original signature whether or not confirmed by delivering the original signatures in person, by courier or by mail.

Section # Facsimile Signatures 33

This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile and e-mailed copies of signatures in portable document format (PDF) shall be deemed to be originals for purposes of the effectiveness of this Agreement.

The effectiveness of this Amendment is subject to # receipt by the Administrative Agent of executed counterparts (or other evidence of execution, including facsimile signatures, satisfactory to the Administrative Agent) of this Amendment and # receipt by the parties hereto of all fees payable on the date hereof pursuant to the fee letters related hereto.

Section # Facsimile and Email Signatures. The use of facsimile signatures and signatures delivered by email in portable document (.pdf) or similar format affixed in the name and on behalf of the Transfer Agent of the Partnership on certificates representing Common Units is expressly permitted by this Agreement.

This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

Effectiveness. This letter agreement shall become effective, as of the date hereof, on the date on which # the Noteholders shall have received a fully executed counterpart of this letter agreement from each Credit Party, # the Noteholders shall have received a copy of the fully executed Bank Credit Agreement in form and substance reasonably satisfactory to the Required Holders, and # the Company shall have paid, by wire transfer of immediately available funds, all reasonable fees, charges and disbursements of counsel to the Noteholders in connection with this letter agreement.

Effectiveness. This Amendment shall be effective as of the Fourth Amendment Effective Date upon receipt by the Administrative Agent of each of the following items: