Form PRER14A Landmark Infrastructure

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??Intermediate event?? means any event, change, fact, development, circumstance, condition or occurrence relating to the Partnership and its Affiliates or their respective activities which is neither known nor reasonably foreseeable by the Conflicts Committee at the date of this Agreement; provided that none of the foregoing constitutes an intermediate event: (A) any partner entity meets or exceeds internal or published projections, estimates or expectations regarding the revenues, profits or other financial performance or results of operations of such partnership entity for any period, or any outperformance by any Partnership Entity of its internal budgets, plans or forecasts of its revenues, profits or other financial performance of operating results (on the understanding, in each case, that the facts or events giving rise to or contributing to it which are not otherwise excluded from the definition of intermediate event may be taken into account) or (B) any change in (i) the market price or trading volume of equity securities of any joint venture entity (and associated capital costs) or (ii) the credit rating of any joint venture entity or the indebtedness of any joint venture entity The partnership (with the understanding, in each case of ((B) (i)) and ((ii)), that the facts or events giving rise to or contributing to such a change which are not otherwise excluded from the definition of intermediate event can be taken into account).

??IT assets?? means all hardware, software, databases, systems, networks, websites, applications and other information technology assets and equipment.

??Historical dividend?? has the meaning set out in the preamble.

??Common historical dividend unit?? means each Common Unit that is, immediately before the Effective Time of the Amalgamation of the First Partnership, owned by Landmark Dividend or its affiliates.

??Law?? means any order, constitution, law, ordinance, ordinance, rule, code, matter, decision, regulation, statute, tariff or treaty applicable, national or foreign applicable, federal, state, local, municipal or other, or any other requirement having a similar effect of any Government Authority or any binding provision or interpretation of the foregoing.

??Rented properties?? means all interests in real estate leased, licensed or used in accordance with any written or verbal agreement, in each case, by any party to the partnership as tenant or sub-tenant.

??Responsibility?? means, collectively, any direct or indirect debt, obligation, guarantee, endorsement, claim, loss, damage, deficiency, cost, expense, obligation, contingency, liability or other liability, in each case, whether fixed or not, asserted or not, known or unknown, liquidated or not liquidated, due or to come, accrued or not accrued, absolute, contingent or otherwise.

??LM DV Infra?? has the meaning set out in the preamble.

??LM Infra?? has the meaning set out in the preamble.

??LMRK Company?? has the meaning set out in the recitals.

??Loss?? means, for any Specified Person, all losses, costs, damages, claims, obligations, deficiencies, demands, judgments, appraisals, awards, Taxes, amounts paid in settlement, interest, expenses (including litigation costs, costs of investigation and defense costs and reasonable costs, actual fees and disbursements of attorneys, consultants, experts or other representatives), fines, penalties or any other liability of such Person.

??Marketing material?? means bank passbooks, bank information memoranda, other information packages and marketing materials (including, to the extent necessary, an additional banking information memorandum which does not include material
not public information) and similar documents, in each case, prepared under the Debt Financing and reasonably requested by the Buyers or the Financing Sources which are usually delivered under the ongoing debt financing types.

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