Common use of Preferential Rights to Purchase Clause in Contracts

Preferential Rights to Purchase. (a) Seller shall use reasonable efforts, but without any obligation to incur any additional cost or expense, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as of the Closing Date, a Third-Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the Assets covered by that PPR will be sold to such holder of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will be reduced by the Allocated Value of such Assets. Buyer shall remain obligated to purchase the remainder of the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interest.

Preferential Rights to Purchase. (a) Seller shall use reasonable effortsIn accordance with this Agreement and the applicable Contracts, but without any obligation to incur any additional cost or expense, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Initial Closing or Option Closing. Prior , as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the Closing, holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer of the existence of any known PPRs and if any PPRs are Subject Preferential Right is exercised or if the requisite period has elapsed without said rights right having been exercised. (b) If. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the Closing Date, a Third-Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies preferential purchase right (determined by and in accordance with the agreement in which the PPR arisesan “Outstanding Preferential Right”), then the Assets covered by that PPR will be sold to such holder of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (Asset or part thereof subject to the remaining provisions in this Article) and Outstanding Preferential Right will be eliminated from the Unadjusted Assets, the Purchase Price will be reduced proportionately by the Allocated Value of such Assetsattributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Buyer shall remain obligated to purchase the remainder of Any Asset or portion thereof eliminated from the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets pursuant to the holder of such PPR, any such Assets Section 4.08 shall be deemed for all purposes to constitute “be an Excluded Assets”. (c) After Asset. On or before the ClosingCure End Date, if for any reason an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the purchase properties and sale interests formerly affected thereby to Buyer, effective as of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPREffective Time, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pay the Allocated Value thereof pursuant to the terms of this Agreement Agreement, whereupon such properties and for the Allocated Value of such Assets (except the Closing Date with respect interests shall no longer be deemed to such Assets will be the date of assignment of such Assets from Seller to Buyer)an Excluded Asset. (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interest.

Preferential Rights to Purchase. Buyer's good faith allocation of values as set forth in Exhibit C shall be used to prepare an allocation of the Purchase Price to Assets that are, subject to Seller's Knowledge (aas such term is defined below), subject to preferential rights to purchase and will be set forth in Schedule 3.07. Seller will use reasonable efforts to send out the applicable preferential right to purchase notices within five (5) Business Days after the date this Agreement is executed. Seller shall provide to Buyer for Buyer's reasonable approval the form of all preferential right notices. As used herein, the terms "Seller's Knowledge" and "to the knowledge of Seller" shall construed to mean the actual knowledge of a matter (without investigation) of an executive officer of Seller or its general partner, or William G. Foster, Land Manager. Seller shall use its reasonable efforts, but without any obligation to incur any additional cost or expense, to comply with efxxxxx xx xxxxxx xith all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. Prior If, prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as of the Closing Date, a Third-Party holder of a PPR has timely and properly notified preferential purchase right notifies Seller that it elects intends to exercise its PPR it rights with respect to the Assets an Asset to which its PPR preferential purchase right applies (as determined by and in accordance with the agreement in which the PPR preferential purchase right arises), then the Asset covered by said preferential purchase right shall be excluded from the Assets covered by that PPR will to be sold conveyed to such holder of the PPRBuyer, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of such Assetssaid Asset. Buyer acknowledges and agrees that Seller shall remain obligated attempt to purchase determine (in its good faith judgment) the remainder extent of the Assets not affected by an exercised PPR. Upon preferential purchase rights encumbering the consummation of the sale of any Assets to the holder of such PPRAssets, any such Assets and said determination shall be deemed for all purposes used by Seller to constitute “Excluded Assets”. (c) After provide the Closing, if for any reason the preferential purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with right notifications. If the holder of the PPR that exercised its PPRpreferential purchase right fails to consummate the purchase of the Asset subject to the preferential purchase right or fails to respond to the notice by Closing, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase proceed with Closing and accept from Seller such Assets pursuant to the terms sale of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller Asset to Buyer). (d) Any interest , it being expressly understood and agreed hereby that in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Datesuch case, Buyer shall be obligated purchase such Asset(s) subject to convey that interest to that Third Party the effects of such preferential purchase right, and such preferential purchase right and any and all liability arising therefrom shall be entitled deemed to the consideration for the sale of that interestbe an Assumed Obligation (as such term is defined in Section 14.02 hereof).

Preferential Rights to Purchase. (a) After consultation with Buyer, Seller shall use its reasonable efforts, but without any obligation to incur any additional cost or expenseanything but nominal costs and expenses in connection therewith, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. , including those rights of preferential purchase identified on Schedule 4.07. (b) Prior to the Closing, Seller shall promptly notify Buyer of the existence of any known PPRs and if any PPRs of such preferential purchase rights are exercised or if the requisite period has elapsed without said such rights having been exercised. (bc) IfIf a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such Assets, as and the closing of such transaction does occur on or before the Closing Date, a Third-Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect to then the interest or part thereof so affected will be eliminated from the Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the Assets covered by that PPR will be sold to such holder of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of such Assets. Buyer shall remain obligated to purchase the remainder of the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets to the holder of such PPR, If any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects third party has elected to purchase all or a part of an interest in any Asset subject to a PPR after preferential right to purchase, but has failed to close the transaction by the Closing Date, then all of the Assets will be conveyed to Buyer at Closing, without adjustment to the Purchase Price, and on the Closing Date, Buyer shall, as an Assumed Obligation, assume all duties, obligations and liabilities, of any kind or nature, arising from, out of, or in connection with, any enforceable preferential right to purchase that is outstanding, and, if exercised, Buyer shall receive the payment therefor and shall assign the affected portion of the Assets to the holder of such exercised preferential right to purchase. In addition, in the event an interest is offered by Seller pursuant to a preferential right to purchase for which notice has been given but the time period for response by the holder of such right extends beyond Closing, such interest shall be obligated conveyed to convey that interest Buyer at the Closing, without reduction to that Third Party the Purchase Price, and shall be entitled subject to the consideration for the sale such preferential right of that interestpurchase.

Preferential Rights to Purchase. (a) After consultation with Buyer, Seller shall use its reasonable efforts, but without any obligation to incur any additional cost or expenseanything but reasonable costs and expenses in connection therewith, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. , including those rights of preferential purchase identified on Schedule 4.06. (b) Prior to the Closing, Seller shall promptly notify Buyer of the existence of any known PPRs and if any PPRs of such preferential purchase rights are exercised or if the requisite period has elapsed without said such rights having been exercised. (bc) IfIf a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such Asset, as and the closing of such transaction occurs on or before the Closing Date, a Third-Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect to then the Asset or part thereof so affected will be eliminated from the Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the Assets covered by that PPR will be sold to such holder of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of such AssetsAsset. Buyer shall remain obligated to purchase the remainder of the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets to the holder of such PPR, If (i) any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects third party has elected to purchase all or a part of an interest in any Asset subject to a PPR preferential right to purchase, but has failed to close the transaction by the Closing Date or (ii) an interest is offered by Seller pursuant to a preferential right to purchase for which notice has been given but the time period for response by the holder of such right extends beyond the Closing, Buyer may elect, at any time prior to three business days before Closing, to exclude the Asset affected by such preferential right and to reduce the Purchase Price by the Allocated Value of the affected Asset. If Buyer excludes the Asset affected by such preferential right, and the holder of the preferential right fails to exercise such right or exercises such right but fails to close within ninety (90) days after the Closing DateClosing, Seller shall promptly notify Buyer of such failure and Buyer shall be obligated within thirty (30) days after its receipt of such notice require that Seller tender such Asset to convey that interest to that Third Party and shall be entitled Buyer for purchase pursuant to the consideration for terms hereof at the sale Allocated Value of that interestthe affected Assets and the Buyer shall purchase such Asset on all such terms.

Preferential Rights to Purchase. (a) With respect to each preferential right to purchase, right of first refusal, or similar provisions relative to any Asset (each a “PPR”) within five (5) Business Days following the Execution Date, Seller shall send to the holder of each such PPR a notice in compliance with the contractual provisions applicable to such PPR requesting a waiver of such PPR. Unless otherwise provided in the instrument creating the PPR, such PPR must be exercised subject to all terms and conditions set forth in this Agreement. Seller shall use reasonable efforts, but without any obligation to incur any additional cost or expense, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) PPRs prior to the Closing. Prior From time to time, and in any event prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as of the Closing Date, a Third-Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises)) or if the time for exercising such PPR has not expired, then the Assets covered by that such PPR will be sold to such holder of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will be reduced by the Allocated Value of such Assets. Subject to Buyer’s rights under Section 13.01(d), Buyer shall remain obligated to purchase the remainder of the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After Within ninety (90) days following the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing (or after Closing if the time for exercising such PPR had not expired prior to Closing) under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPRPPR or the time for exercising such PPR expires without exercise by the holder thereof, then Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer)) as adjusted pursuant to Article XII with respect to such Assets. (d) Any interest All Assets for which any applicable PPR has been waived or as to which the period to exercise the applicable PPR has expired (and such PPR has not been exercised), in the Assets covered by any unexercised PPRs (whether due each case, prior to the PPR notice period or otherwise) Closing shall be conveyed sold to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled pursuant to the consideration for the sale terms of that interestthis Agreement.

Preferential Rights to Purchase. (a) Seller shall use reasonable effortsWith respect to each preferential purchase right, but without any obligation to incur any additional cost right of first refusal or expensesimilar right (each, to comply with all preferential right to purchase provisions relative to any Asset (a “PPRsPreferential Purchase Right”) in respect of the Assets and the transactions contemplated hereby, Seller, prior to the Closing. Prior , shall send to the Closingholder of each such Preferential Purchase Right a notice, Seller shall notify Buyer of in compliance with the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercisedcontractual provisions applicable to such right. (b) If, as of prior to the Closing DateClosing, a Third-Party any holder of a PPR has timely and properly notified Preferential Purchase Right notifies Seller that it elects intends to exercise consummate the purchase of the Asset to which its PPR with respect to Preferential Purchase Right applies or if the time for exercising such Preferential Purchase Right has not expired, then such Asset shall be excluded from the Assets to which its PPR applies (determined be acquired by and in accordance with Buyer to the agreement in which the PPR arises), then the Assets covered by that PPR will be sold to such holder extent of the PPRinterest affected by the right, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Base Purchase Price will shall be deemed to be reduced by the Allocated Value of such AssetsAsset. Buyer Seller shall remain obligated be entitled to purchase the remainder of the Assets not affected all proceeds paid by an exercised PPR. Upon the consummation of the sale of any Assets a Person exercising a Preferential Purchase Right prior to the Closing. If such holder of such PPR, any such Assets shall be deemed for all purposes Preferential Purchase Right thereafter fails to constitute “Excluded Assets”. (c) After the Closing, if for any reason consummate the purchase and sale of the Assets Asset covered by a PPR exercised prior such Preferential Purchase Right on or before one hundred and twenty (120) days following the Closing Date or the time for exercising such Preferential Purchase Right expires without exercise by the holders thereof, then Seller will notify Buyer, and, subject to Buyer’s satisfaction that such Preferential Purchase Right has been waived or the time for exercising such right has expired and the satisfaction of the conditions of Closing under (b) above is not or cannot be consummated set forth in Section 12.1 in connection with the holder acquisition of such Asset, Buyer shall purchase, on or before the PPR date that exercised its PPR, Seller shall so notify Buyer and within is ten (10) Business Days after Buyer’s days following receipt of such noticenotice such Asset from Seller, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to Asset under the terms of this Agreement and for the Allocated Value of such Assets Asset (except the Closing Date as such Allocated Value is adjusted in accordance with respect to such Assets will be Section 2.5 through the date of assignment of such Assets from Seller to Buyerpurchase). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interest.

Preferential Rights to Purchase. 3.2.1 The Parties agree that those preferential purchase rights set forth in Schedule 3.2 that are currently attributable to the holders identified on such schedule with respect to such preferential purchase rights may be triggered by the transactions contemplated by this Agreement (a) Seller shall use reasonable effortscollectively, but without any obligation to incur any additional cost or expense, to comply with all preferential right to purchase provisions relative the “Applicable Preferential Rights”). For each Property subject to any Asset (“PPRs”) prior to the Closing. Prior to the ClosingApplicable Preferential Right, except any Applicable Preferential Right held by Buyer or its Affiliates, Seller shall notify Buyer (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit “G”, or as HOUSTON 1139976v.13 otherwise mutually agreed, and (ii) comply in all other respects with the existence of any known PPRs and if any PPRs are exercised or if agreement under which the requisite period has elapsed without said rights having been exercised. (b) Applicable Preferential Right arises. If, as of prior to Closing, the Closing Date, a Third-Party holder of a PPR has timely and properly notified an Applicable Preferential Right notifies Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies Applicable Preferential Right (determined by and in accordance with and determined by the agreement in under which the PPR such Applicable Preferential Right arises), then the Assets covered by that PPR will be sold Properties subject to such holder of the PPR, and will not exercised Applicable Preferential Right shall be sold to the Party originally executing excluded from this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of value allocated to such AssetsProperty in Exhibits “A-1”, “A-2”, or “A-3”. Buyer shall remain remains obligated to purchase the remainder of the Assets Properties that are not affected by an exercised PPRApplicable Preferential Rights. Upon the consummation of the sale of any Assets Properties to the holder of such PPRApplicable Preferential Right, any such Assets Properties shall be deemed for all purposes to constitute “Excluded Assets”Properties. 3.2.2 If on the Closing Date, any Applicable Preferential Right has not been waived in writing by the holder thereof or the time for such holder to exercise such Applicable Preferential Right has not expired, then (csubject to Sections 15.2, 15.3 and 17.1) After the ClosingClosing with respect to the Properties to which such Applicable Preferential Right applies shall proceed upon the mutual agreement of Seller and Buyer, if for any reason so long as Seller’s notification to the purchase and sale holder of the Assets covered by a PPR exercised such Applicable Preferential Right was given at least thirty (30) Days prior to such Closing under (b) above is Date. 3.2.3 If the Parties do not or cannot reach a mutual agreement as contemplated in the prior paragraph, then the applicable Properties shall be consummated with deemed Excluded Properties and the Closing shall otherwise proceed. Thereafter, Seller shall promptly notify Buyer if the holder of the PPR that exercised its PPRApplicable Preferential Right does not exercise such right prior to the expiration of such right, Seller shall so notify Buyer and then within ten (10) Business Days after Buyer’s receipt of such notice, the Parties shall conduct a second closing whereby Seller shall sell, assign and convey to Buyer Buyer, and Buyer shall purchase and accept from Seller Seller, such Assets Property pursuant to the terms of this Agreement and for the Allocated Value of value allocated to such Assets Properties in Exhibits “A-1”, “A-2” or “A-3” (except the “Closing Date Date” with respect to any such Assets will be Property shall mean the date of assignment of such Assets Property from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing , subject to any PPRspurchase price adjustments consistent with this Agreement. If for any reason the purchase and sale of the Properties covered by the Applicable Preferential Rights which have been exercised by the holder thereof are not or cannot be consummated with the holder of the Applicable Preferential Rights in accordance with the agreement under which the Applicable Preferential Right arises, or the holder of the Applicable Preferential Right is unable to satisfy the conditions to closing contained therein, Seller shall promptly notify Buyer and, if the Closing has not yet occurred, the affected Property shall be included in the Closing or, if the Closing has previously occurred, then within ten (10) Business Days after Buyer’s receipt of such notice, the Parties shall conduct an additional closing whereby Seller shall sell, assign and convey to Buyer, and Buyer shall assume all dutiespurchase and accept from Seller, obligations such Property pursuant to the terms of this Agreement and liabilities arising for the value allocated to such Properties in Exhibits “A-1”, “A-2” or “A-3” (except “Closing Date” with respect to any such Property shall mean the date of assignment of such Property from Seller to Buyer), subject to any Purchase Price adjustments consistent with this Agreement. HOUSTON 1139976v.13 3.2.4 If (i) the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part holder of an interest in any Asset Applicable Preferential Right validly exercises its Applicable Preferential Right after the Closing or (ii) the Parties inadvertently close on a Property subject to a preferential purchase right that is not listed on Schedule 3.2 (a “PPR”), either without having provided the required notification to the holder of such Applicable Preferential Right or PPR (“Pref Holder”) or without such Pref Holder having waived such Applicable Preferential Right or PPR or the time for such Pref Holder to exercise such Applicable Preferential Right or PPR having expired, and (ii) after the closing on such Property, the Pref Holder elects to exercise, then Buyer shall convey such Property directly to the Pref Holder, and Buyer shall be entitled to receive the consideration for such Property to be paid by such Pref Holder directly from such Pref Holder; provided, however, that if such Pref Holder requires that the conveyance of such Property be made by Seller, then Buyer shall re-convey such Property to Seller in exchange for a refund from Seller of the Good Faith Allocation of such Property, and Seller shall then convey such Property to such Pref Holder and be entitled to retain the consideration for such Property paid by such Pref Holder, in each of the foregoing cases, subject to any purchase price adjustments consistent with this Agreement. 3.2.5 Any Applicable Preferential Right or PPR must be exercised subject to all the terms and conditions of this Agreement, including the payment to Seller of the Performance Deposit upon exercise of the Applicable Preferential Right or PPR. 3.2.6 For the avoidance of doubt, Third Party Claims relating to or arising out of Applicable Preferential Rights or PPRs to the extent related to (i) a Good Faith Allocation or (ii) Buyer’s agreement to proceed with Closing prior to receipt of a written waiver or expiration of an Applicable Preferential Right or PPR (any such Third Party Claim, a “PPR Claim”) shall not be a Seller Retained Liability but shall be the responsibility of Buyer (without regard to any deductibles or thresholds contained in this Agreement that may be otherwise applicable). Buyer releases Seller Group from and shall fully protect, defend, indemnify and hold harmless Seller Group from and against any and all PPR Claims, no matter whether arising before, on or after the Closing Date. This indemnity and defense obligation shall apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Seller Group, or any pre-existing defect. 3.2.7 Notwithstanding anything to the contrary herein, Buyer shall be obligated will have no obligation to convey purchase any Property that interest was treated as an Excluded Property pursuant to that Third Party and shall be entitled to Section 3.2.3 after the consideration for the sale of that interestCut-Off Date.

Preferential Rights to Purchase. (a) Seller shall use reasonable efforts, but without Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” to provide any obligation to incur any additional cost or expense, to comply with all required preferential right to purchase provisions relative to any Asset (notifications in connection with the transactions contemplated hereby, using the form of Preferential Purchase Right Notice Letter attached as Exhibit “PPRsI”) prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) 3.1.1 If, as of the Closing Date, a Third-Party holder of a PPR preferential purchase right (“PPR”) has timely and properly notified Seller that it elects to exercise its PPR with respect to the Assets Properties to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the Assets Properties covered by that PPR will be sold to such holder of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) ), and the Unadjusted Purchase Price will be reduced by the Allocated Value of value allocated to such AssetsProperties in Exhibit “A”. Buyer shall remain remains obligated to purchase the remainder of the Assets Properties not affected by an exercised PPRPPR or a PPR for which the time to exercise has not expired. Upon the consummation of the sale of any Assets Properties to the holder of such PPRpreferential right, any such Assets Properties shall be deemed for all purposes to constitute “Excluded AssetsProperties”. (c) 3.1.2 After the Closing, if for any reason the purchase and sale of the Assets Properties covered by a the PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR or if the time for exercising the PPR expires without exercise by any holder of the PPR, Seller shall may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets Properties pursuant to the terms of this Agreement and for the Allocated Value of value allocated to such Assets Properties in Exhibit “A” (except the Closing Date with respect to such Assets Properties will be the date of assignment of such Assets Properties from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at 3.1.3 If on the Closing subject Date any PPR applicable to any PPRssome Properties has not been waived and the time to elect has not elapsed, and Buyer Closing with respect to such Properties affected thereby shall assume all duties, obligations and liabilities arising from proceed. If (i) the PPR. Without limiting the foregoing, if any Third Party elects holder of a PPR validly exercises its preferential right to purchase all after the Closing, or (ii) the Parties inadvertently close on a part of an interest in any Asset Property subject to a PPR either without having provided the required notification to the holder of such PPR or without such holder having waived such PPR or the time for such holder to exercise such PPR having expired, and after closing on such Property, the holder of such PPR elects to exercise such PPR, then within ten (10) Business Days of (i) or (ii) above (x) Buyer and Seller shall execute such instruments as reasonably necessary to revoke, extinguish and/or rescind the original assignment of such affected Property(ies) to Buyer and/or re-convey such affected Properties to Seller, as appropriate (each hereinafter a “Rescission”), effective as of the Effective Time, (y) Seller shall cause an amount equal to (1) Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” attributable to such affected Property(ies), or, in the case of an affected Property that is not allocated a value in Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matter shall be an Arbitrable Dispute; (2) decreased by the amount of Operating Revenues attributable to such Properties after the Effective Time that are actually accounted for, collected or retained by Buyer; (3) increased by the Charges attributable to such Properties after the Effective Time that are paid or accounted for by Buyer; and (4) increased by the amount of taxes and assessments attributable to such Properties paid by Buyer, to be paid to Buyer in accordance with wire instructions to be provided by Buyer at least two (2) Business Days prior to the end of such ten (10) Business Day period and (z) any Properties in which the holder of a PPR validly exercises and acquires shall automatically, and without need to amend this Agreement, be deemed to constitute Excluded Properties for all purposes of this Agreement, and the Buyer shall have no further obligations with respect to such Excluded Properties. If for any reason the purchase and sale of such affected Property(ies) covered by the validly exercised PPR contemplated by this Article 3.1.3 is not or cannot be consummated with the holder of the PPR within ninety (90) Days after the Closing, Seller shall so notify Buyer within three (3) Business Days, and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Properties pursuant to the terms of this Agreement and for Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” (except “Closing Date, Buyer ” with respect to any such Properties shall mean the date of assignment of such Properties from Seller to Buyer). 3.1.4 Any PPR must be obligated to convey that interest to that Third Party and shall be entitled exercised subject to the consideration for terms and conditions of this Agreement, including the sale payment to Seller of that interesta performance deposit in an amount corresponding to the percentage of the Purchase Price set forth in Article 2.4.

Preferential Rights to Purchase. (a) Seller shall use its reasonable efforts, but without any obligation to incur any additional cost or expense, efforts to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. Prior Seller shall determine (in its reasonable judgment) the extent of the preferential purchase rights encumbering the Assets, and said determination shall be used by Seller to provide the preferential purchase right notifications. If, (i) prior to Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as of the Closing Date, a Third-Party holder of a PPR has timely and properly notified preferential purchase right notifies Seller that it elects intends to exercise its PPR rights with respect to the Assets an Asset to which its PPR preferential purchase right applies (as determined by and in accordance with the agreement in which the PPR preferential purchase right arises), then or (ii) the time period for exercising such preferential right has not expired prior to the Closing or been waived by the holder thereof, then, in each case, the Asset covered by said preferential purchase right shall be excluded from the Assets covered by that PPR will to be sold conveyed to such holder of Buyer, the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of said Asset as set forth on attached Exhibit C, and Seller shall be entitled to retain all proceeds paid for the affected Asset by the Person exercising such Assets. Buyer shall remain obligated preferential right to purchase the remainder of the Assets not affected by an exercised PPRor similar right. Upon the consummation of the sale of any Assets to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with If the holder of the PPR that exercised its PPRpreferential purchase right fails to consummate the purchase of the Asset subject to the preferential purchase right, Seller shall so promptly notify Buyer and within Buyer. Within ten (10) Business Days calendar days after Buyer’s receipt of such noticenotice or Closing, whichever is later, Seller shall sellsell to Buyer, assign and convey to Buyer and Buyer shall purchase and accept from Seller Seller, such Assets pursuant to Asset under the terms of this Agreement and for a price equal to the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting Asset as set forth on Exhibit C. Notwithstanding the foregoing, if any Third Party elects Buyer shall have no obligation under this Agreement or otherwise to purchase all or a part the Asset if Buyer is not notified of an interest in any the preferential purchase right holder’s failure to consummate the purchase of the Asset subject within ninety (90) calendar days following Closing. Subject to a PPR the last sentence of this Section 3.06, Seller will send out the applicable preferential right to purchase notices within five (5) business days after the Closing Date, Buyer shall be obligated date this Agreement is executed. In no event will Seller or any of its affiliates send any notices pursuant to convey that interest to that Third Party this Section 3.06 until the earlier of (x) Buyer’s initial public announcement regarding this Agreement and shall be entitled to the consideration for transactions contemplated hereby and (y) four (4) business days after the sale of that interestdate this Agreement is executed.

Preferential Rights to Purchase. (a) Seller shall use reasonable efforts, but without Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” to provide any obligation to incur any additional cost or expense, to comply with all required preferential right to purchase provisions relative to any Asset (notifications in connection with the transactions contemplated hereby, using the form of Preferential Purchase Right Notice Letter attached as Exhibit “PPRsJ”) prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) 3.1.1 If, as of the Closing Date, a Third-Party holder of a PPR preferential purchase right (“PPR”) has timely and properly notified Seller that it elects to exercise its PPR with respect to the Assets Properties to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the Assets Properties covered by that PPR will be sold to such holder of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) ), and the Unadjusted Purchase Price will be reduced by the Allocated Value of value allocated to such AssetsProperties in Exhibit “A”. Buyer shall remain remains obligated to purchase the remainder of the Assets Properties not affected by an exercised PPRPPR or a PPR for which the time to exercise has not expired. Upon the consummation of the sale of any Assets Properties to the holder of such PPRpreferential right, any such Assets Properties shall be deemed for all purposes to constitute “Excluded AssetsProperties”. (c) 3.1.2 After the Closing, if for any reason the purchase and sale of the Assets Properties covered by a the PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR or if the time for exercising the PPR expires without exercise by any holder of the PPR, Seller shall may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets Properties pursuant to the terms of this Agreement and for the Allocated Value of value allocated to such Assets Properties in Exhibit “A” (except the Closing Date with respect to such Assets Properties will be the date of assignment of such Assets Properties from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at 3.1.3 If on the Closing subject Date any PPR applicable to any PPRssome Properties has not been waived and the time to elect has not elapsed, and Buyer Closing with respect to such Properties affected thereby shall assume all duties, obligations and liabilities arising from proceed. If (i) the PPR. Without limiting the foregoing, if any Third Party elects holder of a PPR validly exercises its preferential right to purchase all after the Closing, or (ii) the Parties inadvertently close on a part of an interest in any Asset Property subject to a PPR either without having provided the required notification to the holder of such PPR or without such holder having waived such PPR or the time for such holder to exercise such PPR having expired, and after closing on such Property, the holder of such PPR elects to exercise such PPR, then within ten (10) Business Days of (i) or (ii) above (x) Buyer and Seller shall execute such instruments as reasonably necessary to revoke, extinguish and/or rescind the original assignment of such affected Property(ies) to Buyer and/or re-convey such affected Properties to Seller, as appropriate (each hereinafter a “Rescission”), effective as of the Effective Time, (y) Seller shall cause an amount equal to (1) Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” attributable to such affected Property(ies) or, in the case of an affected Property that is not allocated a value in Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matter shall be an Arbitrable Dispute; (2) decreased by the amount of Operating Revenues attributable to such Properties after the Closing DateEffective Time that are actually accounted for, collected or retained by Buyer; (3) increased by the Charges attributable to such Properties after the Effective Time that are paid or accounted for by Buyer; and (4) increased by the amount of taxes and assessments attributable to such Properties paid by Buyer, to be paid to Buyer shall in accordance with wire instructions to be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interest.provided by Buyer at least two

Preferential Rights to Purchase. (a) Seller shall use reasonable efforts, but without any obligation to incur any additional cost or expense, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. Prior to the ClosingPromptly after execution of this Agreement, Seller shall notify cause the Partnership to contact all third Persons who Seller reasonably believes may hold an enforceable Preferential Right to Purchase any Property that would be triggered by reason of the Transaction. The Partnership shall provide such third Persons with the documentation required under existing agreements and allow them to determine whether or not they should exercise or waive such Preferential Right to Purchase. Seller shall provide reasonable advance notice to Buyer of the existence of any known PPRs Properties and if any PPRs are exercised or if interests therein for which third Persons may be given the requisite period has elapsed without said rights having been exercised. (b) Ifopportunity to exercise Preferential Rights to Purchase, as and Seller shall keep Buyer reasonably apprised of the Closing Datestatus of dealings with such third Persons. If Buyer believes that any such third Person does not hold a valid Preferential Right to Purchase such Property that would be triggered by the Transaction, Buyer must promptly provide Seller with notice of Buyer's objection to any proposed exercise of that Preferential Right to Purchase, and in such case, the Parties shall negotiate in good faith to determine a Third-Party holder mutually acceptable procedure for handling such questioned Preferential Rights to Purchase. Similarly, without affecting any other right of Buyer hereunder, if Buyer believes that other valid and enforceable Preferential Rights to Purchase exist that are not on the notices sent to Buyer by Seller, Buyer shall promptly send notice to Seller, and the Parties shall negotiate in good faith to determine a PPR has timely and properly notified Seller that it mutually acceptable procedure for handling such questioned Preferential Rights to Purchase. Whenever any third Person elects to exercise its PPR a Preferential Right to Purchase any Property, Seller shall provide Buyer with respect to prompt notice, listing the Assets to which its PPR applies (determined by interest purchased and the amount received from such third Person. In such an instance, the interest in accordance with the agreement in which the PPR arises), then the Assets covered by any such Property that PPR will be is sold to such holder of a third Person before Closing shall be removed from the PPROperating Assets, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Settlement Price will shall be reduced by the Allocated Value attributable to such interest, and in such case Seller shall indemnify the Partnership, the Subsidiaries and the Buyer against any Liabilities relating to such Property; if the interest so removed is less than the Partnership's entire interest in the Property, then the Allocated Value of such Assetsthe Property shall be proportionately reduced in accordance with the formula set forth in Section 6.4(a). Seller shall use reasonable efforts to cause the Partnership to obtain the exercise or waiver before Closing of all Preferential Rights to Purchase; provided however, that if on the Closing Date any valid Preferential Right to Purchase should exist which shall not have been exercised or waived, and the time for exercise of which has not yet passed, Buyer shall remain obligated obtain at Closing Seller's entire outstanding interest in the Property, subject to purchase the remainder of the Assets not affected by an exercised PPRsuch Preferential Right to Purchase, and Buyer and Seller shall cooperate in good faith to honor such third Person's rights. Upon the consummation of the sale of any Assets to In such case, if the holder of such PPR, any such Assets shall be deemed for all purposes Preferential Right to constitute “Excluded Assets”. (c) After Purchase should propose to exercise the Closing, if for any reason the purchase same while it remains valid and sale enforceable as a result of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPRTransaction, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and then Buyer shall purchase and accept from Seller such Assets pursuant cause the Partnership to assign the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect affected interest to such Assets will be third Person and Buyer, through the date of assignment of such Assets from Seller to Buyer). (d) Any interest in Partnerships and the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRsSubsidiaries, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for proceeds attributable to the sale of that interestsuch interest to the third Person, and in such case Seller shall indemnify the Partnership, the Subsidiaries and the Buyer against any Liabilities relating to such Property, except during the period the Partnership is owned by Buyer and the Partnership own the Operating Assets.

Preferential Rights to Purchase. (a) Seller With respect to each Preferential Purchase Right that is applicable to Contributor’s interest in the Assets and set forth on Schedule 5.1(d), or which Contributor discovers after the Execution Date, Contributor shall use reasonable effortspromptly, but without any obligation to incur any additional cost in no event more than 5 Business Days after the Execution Date or expensesuch discovery, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior as applicable, send to the Closingholder of each such Preferential Purchase Right a notice, in material compliance with the contractual provisions applicable to such Preferential Purchase Right. Prior Upon request by Corporation, Contributor shall promptly provide a copy of such notice to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercisedCorporation. (b) If, as If the holder of any such Preferential Purchase Right consummates the purchase of the Closing DateAsset to which its Preferential Purchase Right applies (or portion(s) thereof) prior to Closing, a Third-Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect to then such Asset (or portion(s) thereof) shall be excluded from the Assets to which its PPR applies (determined be acquired by Corporation at Closing and in accordance with the agreement in which the PPR arises), then the Assets covered by that PPR will be sold an Excluded Asset (but only to such holder the extent of the PPR, and will not be sold to portion of such Asset affected by the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this ArticlePreferential Purchase Right) and the Unadjusted Purchase Price Consideration will be reduced by the Allocated Value of such AssetsExcluded Asset. Buyer Contributor shall remain obligated to purchase the remainder promptly notify Corporation of the Assets not affected by an exercised PPR. Upon the consummation of the sale exercise of any Assets Preferential Purchase Right and Contributor shall be entitled to all proceeds paid by any Person exercising a Preferential Purchase Right prior to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”Closing. (c) After If (i) the holder of any such Preferential Purchase Right notifies Contributor that it elects to consummate the purchase of the Asset to which its Preferential Purchase Right applies (in accordance with the terms and conditions under which such Preferential Purchase Right arises) but such purchase has not occurred prior to Closing, if (ii) any holder thereof disputes in writing the validity of such notice of such Preferential Purchase Rights and such dispute is not resolved prior to Closing, or (iii) the time for any reason the purchase and sale of the Assets covered by a PPR exercised exercising such Preferential Purchase Right has not expired prior to Closing under (b) above and such Preferential Purchase Right is not waived, then such Asset (to the extent such Asset is affected by the Preferential Purchase Right) shall be excluded from the Assets to be acquired by Corporation at Closing and will be an Excluded Asset and, subject to the other terms of this Section 7.2, the Consideration will be reduced by the Allocated Value of such Excluded Asset. If (1) in the case of Clause (i), such holder of such Preferential Purchase Right thereafter fails to consummate the purchase of the Asset covered by such Preferential Purchase Right on or cannot be consummated before 180 days following the Closing Date and such holder has no further right to consummate such purchase, (2) in the case of Clause (ii), such dispute is resolved on or before 180 days following the Closing Date and Contributor has the right to transfer such Excluded Asset to Corporation in accordance with this Agreement, free and clear of any Liability arising in connection such Preferential Purchase Right, or (3) in the case of Clause (iii), the time for exercising such Preferential Purchase Right expires without exercise by the holder of the PPR that exercised its PPRsuch Preferential Purchase Right, Seller shall so then Contributor will promptly notify Buyer Corporation and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer Corporation shall purchase and accept such Excluded Asset from Seller such Assets pursuant to Contributor under the terms of this Agreement (via issuance and for delivery of the applicable number of Partnership Common Units based on the Execution Date Per Share Value (together with a corresponding number of shares of Corporation Series A Preferred Stock in accordance with Section 2.2(b))) pursuant to an Assignment and at the Allocated Value (as adjusted in accordance Section 2.3) assigned to such Asset no later than 31 days following Corporation’s receipt of Contributor’s Notice and in accordance with the other terms of this Agreement. If the holder of the Preferential Purchase Right consummates the purchase of such Assets (except the Closing Date with respect Excluded Asset to which its Preferential Purchase Right applies after Closing, then such Assets Excluded Asset will be the date of assignment of such Assets from Seller to Buyer)remain an Excluded Asset. (d) Any interest All Assets for which any applicable Preferential Purchase Right has been waived, or as to which the period to exercise the applicable Preferential Purchase Right has expired without exercise by the holder thereof, in the Assets covered by any unexercised PPRs (whether due each case, prior to the PPR notice period or otherwise) Closing, shall be conveyed sold to Buyer Corporation at the Closing subject pursuant to any PPRsthe provisions of this Agreement. Notwithstanding anything to the contrary herein, the Parties acknowledge and Buyer shall assume agree that Contributor desires to contribute all duties, obligations of the Assets and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects would not have entered into this Agreement but for Corporation’s agreement to purchase all of the Assets as herein provided. Accordingly, it is expressly understood and agreed that Contributor shall not have any obligation of any kind to consummate the contribution, transfer, or a part conveyance of an interest in any Asset subject Asset(s) (or any portion(s) thereof) to a PPR after any holder of any Preferential Purchase Right applicable thereto (regardless of whether such holder has notified Contributor prior to the Closing Date, Buyer shall be obligated Date that such holder intends to convey that interest consummate the purchase of the Asset(s) to that Third Party which its Preferential Purchase Right applies) unless and shall be entitled to until the consideration for Closing of the sale transactions contemplated by this Agreement has been consummated in accordance with the terms and conditions of that interestthis Agreement.

Preferential Rights to Purchase. (a) Seller and Buyer have agreed on a good faith allocation of a portion of the Purchase Price that is set forth on the Allocated Value Schedule and that Seller shall use reasonable efforts, but without any obligation to incur any additional cost or expense, to comply with all provide preferential right to purchase provisions relative to any Asset (“PPRs”) prior notifications to the ClosingPersons identified on Schedule 4.13 in connection with the transactions contemplated hereby using a notice letter in material compliance with the contract provisions applicable to each preferential right and otherwise substantially in the form of the PPR Notice Letter. As promptly as practicable after the Execution Date, but in any event no later than five (5) Business Days after the Execution Date, Seller shall deliver such notice letters to such Persons. Prior to the Closing, Buyer shall notify Seller of any Person that Buyer in good faith believes should have been identified on Schedule 4.13 upon execution of this Agreement and, prior to the Closing Seller shall deliver notice letters to any such Person or any other Person that Seller determines should have been included on Schedule 4.13 upon execution of this Agreement, which notice letters shall be in material compliance with the contract provisions applicable to each preferential right and otherwise substantially in the form of the PPR Notice Letter. Seller shall promptly notify Buyer when Seller delivers any such notice letter to any Person and upon reasonable request by Buyer, provide updates to Buyer regarding the status of the existence of each such preferential purchase right, including whether any known PPRs and if any PPRs are exercised response, exercise or if the requisite period waiver has elapsed without said rights having been exercisedreceived. (b) Except as provided in Section 6.8(c), all Assets subject to PPRs shall be assigned to Buyer at Closing and there shall be no adjustment to the Purchase Price if, subsequent to Closing, any such PPR is exercised, but Buyer shall be entitled to receive all amounts payable by the holder thereof in connection with such exercise. (c) If, as of prior to the Closing DateClosing, a Third-Party any holder of a PPR has timely and properly notified notifies Seller in response to a PPR Notice Letter that it elects intends to consummate the purchase of the Lease or Well subject to the PPR, the exercise its of such preferential purchase right shall result in (i) the interest in the Lease or Well affected by the PPR with respect to and all other associated Assets being excluded from the Assets to which its PPR applies be conveyed to Buyer at Closing and shall become an Excluded Asset and (determined by and in accordance with ii) the agreement in which the PPR arises), then the Assets covered by that PPR will be sold to such holder of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will be being reduced by the Allocated Value of such Assets. Buyer shall remain obligated attributable to purchase the remainder of the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets subject to the holder of such PPR, any such Assets shall be deemed for all purposes PPR (on a proportionate basis to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of extent the PPR that exercised its PPRapplies to less than all of Seller’s right, Seller shall so notify Buyer title and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign interest in and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to BuyerAsset). (d) Any interest Each Party hereby gives, and shall cause its Affiliates to give, any Hard Consents or other consents held by any Party, and hereby waives, and shall cause its Affiliates to waive, any PPRs held by such Party or its Affiliates, in each case with respect to the Assets covered by any unexercised PPRs (whether due to or the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interesttransactions contemplated hereby.

Preferential Rights to Purchase. (a) After consultation with Buyer, Seller shall use its reasonable efforts, but without any obligation to incur any additional cost or expenseanything but reasonable costs and expenses in connection therewith, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. , including those rights of preferential purchase identified on Schedule 4.06. (b) Prior to the Closing, Seller shall promptly notify Buyer of the existence of any known PPRs and if any PPRs of such preferential purchase rights are exercised or if the requisite period has elapsed without said such rights having been exercised. (bc) IfIf a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such Assets, as and the closing of such transaction does occur on or before the Closing Date, a Third-Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect to then the interest or part thereof so affected will be eliminated from the Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the Assets covered by that PPR will be sold to such holder of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of such Assets. Buyer shall remain obligated to purchase the remainder of the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets to the holder of such PPR, If any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects third party has elected to purchase all or a part of an interest in any Asset subject to a PPR after preferential right to purchase, but has failed to close the transaction by the Closing Date, then all of the Assets will be conveyed to Buyer at Closing, without adjustment to the Purchase Price, and on the Closing Date Buyer shall, as an Assumed Obligation, assume all duties, obligations, and liabilities, of any kind or nature, arising from, out of, or in connection with, any enforceable preferential right to purchase that is outstanding, and, if exercised, Buyer shall receive the payment therefor and shall assign the affected portion of the Assets to the holder of such exercised preferential right to purchase. In addition, in the event an interest is offered by Seller pursuant to a preferential right to purchase for which notice has been given but the time period for response by the holder of such right extends beyond Closing, such interest shall be obligated conveyed to convey that interest Buyer at the Closing, without reduction to that Third Party the Purchase Price, and shall be entitled subject to the consideration for the sale such preferential right of that interestpurchase.

Preferential Rights to Purchase. (a) Seller shall use reasonable effortsThe Parties agree that those preferential purchase rights set forth in Schedule 3.1 that are currently attributable to the holders identified on such schedule with respect to such preferential purchase rights may be triggered by the transactions contemplated by this Agreement (collectively, but without any obligation to incur any additional cost or expense, to comply with all preferential right to purchase provisions relative the “Applicable Preferential Rights”). For each Purchased Asset subject to any Asset (“PPRs”) prior to the Closing. Prior to the ClosingApplicable Preferential Right, except any Applicable Preferential Right held by Purchaser or its Affiliates, Seller shall notify Buyer (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit F, or as otherwise mutually agreed, and (ii) comply in all other respects with the existence of any known PPRs and if any PPRs are exercised or if agreement under which the requisite period has elapsed without said rights having been exercised. (b) Applicable Preferential Right arises. If, as of prior to Closing, the Closing Date, a Third-Party holder of a PPR has timely and properly notified an Applicable Preferential Right notifies Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies Applicable Preferential Right (determined by and in accordance with and determined by the agreement in under which the PPR such Applicable Preferential Right arises), then the Purchased Assets covered by that PPR will be sold subject to such holder of the PPR, and will not be sold to the Party originally executing exercised Applicable Preferential Right shall become an Excluded Asset under this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value Good Faith Allocation of such AssetsExcluded Asset. Buyer shall remain Purchaser remains obligated to purchase the remainder of the Purchased Assets that are not affected by an exercised PPRApplicable Preferential Rights. Upon the consummation of the sale of any Purchased Assets to the holder of such PPRApplicable Preferential Right, any such Purchased Assets shall be deemed for all purposes to constitute “Excluded Assets”. (b) If on the Closing Date, any Applicable Preferential Right has not been waived in writing or exercised by the holder thereof or the time for such holder to exercise such Applicable Preferential Right has not expired, then (subject to Sections 15.2, 15.3 and 17.1) the Closing with respect to the Purchased Assets to which such Applicable Preferential Right applies shall proceed on the Closing Date upon the mutual agreement of Seller and Purchaser; provided, however, that Seller agrees to notify the holders of the Applicable Preferential Rights at least thirty (30) Days prior to the initial Closing Date. (c) After If the ClosingParties do not reach a mutual agreement as contemplated in the prior paragraph, then the applicable Purchased Assets shall be deemed Excluded Assets, the Purchase Price shall be reduced by the Good Faith Allocation of such Excluded Assets and the Closing shall otherwise proceed. Thereafter, Seller shall promptly notify Purchaser if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPRApplicable Preferential Right does not exercise such right prior to the expiration of such right, Seller shall so notify Buyer and within ten (10) Business Days after BuyerPurchaser’s receipt of such notice, notice the Parties shall conduct a second closing whereby Seller shall sell, assign and convey to Buyer Purchaser, and Buyer Purchaser shall purchase and accept from Seller Seller, such Assets Purchased Asset pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except Good Faith Allocation amount for which the Purchase Price was reduced at Closing Date with respect to such Assets will be Excluded Asset (except “Closing Date” with respect to any such Purchased Asset shall mean the date of assignment of such Assets Purchased Asset from Seller to BuyerPurchaser). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interest.,

Preferential Rights to Purchase. (a) Seller Sellers shall use reasonable efforts, but without any obligation to incur any additional cost or expense beyond postage or other reasonable transmittal expense, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. Prior to the Closing, Seller Sellers shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as of the Closing Date, a Third-Third Party holder of a PPR has timely and properly notified Seller Sellers that it elects to exercise its PPR with respect to the Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the Assets covered by that PPR will be sold to such holder of the PPRPPR subject to the terms and conditions of this Agreement, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) ), and the Unadjusted Purchase Price will be reduced by the Allocated Value of such Assets. Buyer shall remain obligated to purchase the remainder of the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets.”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller shall Sellers may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller Sellers shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller Sellers such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets {1919007;4} - 20 - (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller Sellers to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interest.

Preferential Rights to Purchase. (a) Seller shall use reasonable efforts, but without Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” to provide any obligation to incur any additional cost or expense, to comply with all required preferential right to purchase provisions relative to any Asset (notifications in connection with the transactions contemplated hereby, using the form of Preferential Purchase Right Notice Letter attached as Exhibit “PPRsJ”) prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) 3.1.1 If, as of the Closing Date, a Third-Party holder of a PPR preferential purchase right (“PPR”) has timely and properly notified Seller that it elects to exercise its PPR with respect to the Assets Properties to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the Assets Properties covered by that PPR will be sold to such holder of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) ), and the Unadjusted Purchase Price will be reduced by the Allocated Value of value allocated to such AssetsProperties in Exhibit “A”. Buyer shall remain remains obligated to purchase the remainder of the Assets Properties not affected by an exercised PPRPPR or a PPR for which the time to exercise has not expired. Upon the consummation of the sale of any Assets Properties to the holder of such PPRpreferential right, any such Assets Properties shall be deemed for all purposes to constitute “Excluded AssetsProperties”. (c) 3.1.2 After the Closing, if for any reason the purchase and sale of the Assets Properties covered by a the PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR or if the time for exercising the PPR expires without exercise by any holder of the PPR, Seller shall may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets Properties pursuant to the terms of this Agreement and for the Allocated Value of value allocated to such Assets Properties in Exhibit “A” (except the Closing Date with respect to such Assets Properties will be the date of assignment of such Assets Properties from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at 3.1.3 If on the Closing subject Date any PPR applicable to any PPRssome Properties has not been waived and the time to elect has not elapsed, and Buyer Closing with respect to such Properties affected thereby shall assume all duties, obligations and liabilities arising from proceed. If (i) the PPR. Without limiting the foregoing, if any Third Party elects holder of a PPR validly exercises its preferential right to purchase all after the Closing, or (ii) the Parties inadvertently close on a part of an interest in any Asset Property subject to a PPR either without having provided the required notification to the holder of such PPR or without such holder having waived such PPR or the time for such holder to exercise such PPR having expired, and after closing on such Property, the holder of such PPR elects to exercise such PPR, then within ten (10) Business Days of (i) or (ii) above (x) Buyer and Seller shall execute such instruments as reasonably necessary to revoke, extinguish and/or rescind the original assignment of such affected Property(ies) to Buyer and/or re-convey such affected Properties to Seller, as appropriate (each hereinafter a “Rescission”), effective as of the Effective Time, (y) Seller shall cause an amount equal to (1) Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” attributable to such affected Property(ies) or, in the case of an affected Property that is not allocated a value in Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matter shall be an Arbitrable Dispute; (2) decreased by the amount of Operating Revenues attributable to such Properties after the Effective Time that are actually accounted for, collected or retained by Buyer; (3) increased by the Charges attributable to such Properties after the Effective Time that are paid or accounted for by Buyer; and (4) increased by the amount of taxes and assessments attributable to such Properties paid by Buyer, to be paid to Buyer in accordance with wire instructions to be provided by Buyer at least two (2) Business Days prior to the end of such ten (10) Business Day period and (z) any Properties in which the holder of a PPR validly exercises and acquires shall automatically, and without need to amend this Agreement, be deemed to constitute Excluded Properties for all purposes of this Agreement, and the Buyer shall have no further obligations with respect to such Excluded Properties. If for any reason the purchase and sale of such affected Property(ies) covered by the validly exercised PPR contemplated by this Article 3.1.3 is not or cannot be consummated with the holder of the PPR within ninety (90) Days after the Closing, Seller shall so notify Buyer within three (3) Business Days, and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Properties pursuant to the terms of this Agreement and for Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” (except “Closing Date, Buyer ” with respect to any such Properties shall mean the date of assignment of such Properties from Seller to Buyer). 3.1.4 Any PPR must be obligated to convey that interest to that Third Party and shall be entitled exercised subject to the consideration for terms and conditions of this Agreement, including the sale payment to Seller of a performance deposit in an amount that interestcorresponds to the percentage of the Purchase Price set forth in Article 2.4.

Preferential Rights to Purchase. (a) Seller shall use reasonable effortsThe Parties agree that those preferential purchase rights set forth in Schedule 3.2 that are currently attributable to the holders (and depths, but without any obligation if any) identified on such schedule with respect to incur any additional cost or expensesuch preferential purchase rights may be triggered by the transactions contemplated by this Agreement (collectively, to comply with all preferential right to purchase provisions relative the “Applicable Preferential Rights”). For each Property subject to any Asset (“PPRs”) prior to the Closing. Prior to the ClosingApplicable Preferential Right, except any Applicable Preferential Right held by Purchaser or its Affiliates, Seller shall notify Buyer (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit F, or as otherwise mutually agreed, and (ii) comply in all other respects with the existence of any known PPRs and if any PPRs are exercised or if agreement under which the requisite period has elapsed without said rights having been exercised. (b) Applicable Preferential Right arises. If, as of prior to Closing, the Closing Date, a Third-Party holder of a PPR has timely and properly notified an Applicable Preferential Right notifies Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies Applicable Preferential Right (determined by and in accordance with and determined by the agreement in under which the PPR such Applicable Preferential Right arises), then the Assets covered by that PPR will be sold Properties subject to such holder of the PPR, and will not exercised Applicable Preferential Right shall be sold to the Party originally executing excluded from this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value Good Faith Allocation of such AssetsProperty subject to the Applicable Preferential Right. Buyer shall remain Purchaser remains obligated to purchase the remainder of the Assets Properties that are not affected by an exercised PPRApplicable Preferential Rights. Upon the consummation of the sale of any Assets such Properties to the holder of such PPRApplicable Preferential Right, any such Assets Properties acquired by the holder of an Applicable Preferential Right shall be deemed for all purposes to constitute “Excluded Assets”Properties. (b) If on the Closing Date, any Applicable Preferential Right has not been waived in writing or exercised by the holder thereof or the time for such holder to exercise such Applicable Preferential Right has not expired, then (subject to Sections 15.2, 15.3 and 17.1) the Closing with respect to the Properties to which such Applicable Preferential Right applies shall proceed on the Closing Date upon the mutual agreement of Seller and Purchaser, so long as Seller’s notification to the holder of such Applicable Preferential Right was given at least thirty (30) Days prior to the initial Closing Date. (c) After If the ClosingParties do not reach a mutual agreement as contemplated in the prior paragraph, then the applicable Properties shall be deemed Excluded Properties, the Purchase Price shall be reduced by the Good Faith Allocation of such Excluded Properties and the Closing shall otherwise proceed. Thereafter, Seller shall promptly notify Purchaser if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPRApplicable Preferential Right does not exercise such right prior to the expiration of such right, Seller shall so notify Buyer and within ten (10) Business Days after BuyerPurchaser’s receipt of such notice, the Parties shall conduct a second closing whereby Seller shall sell, assign and convey to Buyer Purchaser, and Buyer Purchaser shall purchase and accept from Seller Seller, such Assets Property pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except Good Faith Allocation amount for which the Purchase Price was reduced at Closing Date with respect to such Assets will be Excluded Property (except “Closing Date” with respect to any such Property shall mean the date of assignment of such Assets Property from Seller to BuyerPurchaser). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interest.HOUSTON 1151220v.11

Preferential Rights to Purchase. (a) Seller shall use its reasonable efforts, but without any obligation to incur any additional cost or expenseexpense in connection therewith, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) of the Assets prior to the Closing. Prior to the Closing, Seller shall promptly notify Buyer of the existence of any known PPRs and if any PPRs preferential purchase rights are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as . If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to Closing to purchase all or part of the Closing Date, a Third-Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect such Asset pursuant to the Assets to which its PPR applies (determined by and in accordance with aforesaid offer, the agreement in which the PPR arises), then the Assets covered by that PPR interest or part thereof so affected will be sold to such holder of eliminated from the PPRAssets, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will be reduced by the Allocated Value attributable thereto and, subject to Section 4.04, the Parties shall proceed to Closing. If any waiver of such Assets. Buyer shall remain obligated to preferential purchase rights is not obtained by Closing, and the remainder aggregate Allocated Value of the Assets not affected by an exercised PPR. Upon the consummation thereby exceeds 25% of the sale Purchase Price, then the Parties shall delay the Closing up to 30 days and use reasonable efforts to obtain such waivers. If following such extension, waivers of any preferential purchase rights affecting Assets to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale exceeding 25% of the Assets covered Purchase Price remain un-obtained (by a PPR exercised prior the passage of time or otherwise) either party may elect to Closing under (b) above is not or cannot be consummated with terminate this Agreement. If the holder of the PPR that exercised its PPR, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the aggregate Allocated Value of such Assets (except does not exceed 25% of the Closing Date with respect Purchase Price, the Assets subject to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) preferential purchase right shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPRsuch preferential right. Without limiting the foregoing, if any Third Party If a third party elects to purchase all or a part of an interest in any Asset Property subject to a PPR preferential right to purchase after the Closing Date, Buyer shall be obligated to convey that said interest to that Third Party such third party and shall be entitled to the consideration for the sale of that interestsuch interest or part thereof.

Preferential Rights to Purchase. (a) Seller shall use reasonable efforts, but without Buyer's Allocations to provide any obligation to incur any additional cost or expense, to comply with all required preferential right to purchase provisions relative to any Asset (“PPRs”) notifications as promptly as practicable after Buyer has furnished Buyer's Allocations, based on the form of Preferential Purchase Right Notice Letter attached hereto as Exhibit "L". If, prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as of the Closing Date, a Third-Party holder of a PPR has timely and properly notified preferential purchase right notifies Seller that it elects to exercise its PPR rights with respect to the Assets Properties to which its PPR preferential purchase right applies (determined by and in accordance with the agreement in which the PPR preferential purchase right arises), then the Assets Properties covered by that PPR will be sold to such holder of the PPR, and preferential purchase right will not be sold to the Party originally executing this Agreement as “"Buyer” " (subject to the remaining provisions in this Article) ), and the Unadjusted Purchase Price will be reduced by the Allocated Value of Buyer's Allocations for such AssetsProperties if Buyer's Allocations are positive numbers and increased by Buyer's Allocations for such Properties if Buyer's Allocations are negative numbers. Buyer shall remain remains obligated to purchase the remainder of the Assets Properties not affected by an exercised PPRpreferential rights to purchase. Upon the consummation of the sale of any Assets to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if If for any reason reason, other than Seller's breach, the purchase and sale of the Assets Properties covered by a PPR exercised prior to Closing under (b) above the preferential purchase right is not or cannot be consummated with the holder of the PPR that exercised its PPRpreferential purchase right, Seller shall so notify Buyer promptly, but no later than thirty (30) Days after the date set forth in Article 17.1.4, and within ten (10) Business Days after Buyer’s 's receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets Properties pursuant to the terms of this Agreement and for the Allocated Value of value allocated to such Assets Properties in Buyer's Allocations (except the Closing Date "CLOSING DATE" with respect to such Assets will be Properties shall mean the date of assignment of such Assets Properties from Seller to Buyer). (d) . Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall preferential purchase right must be conveyed to Buyer at the Closing exercised subject to any PPRsall the terms and conditions of this Agreement, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects including successful Closing of this Agreement pursuant to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interestArticle 16.

Preferential Rights to Purchase. (a) Seller shall use reasonable efforts, but without any obligation to incur any additional cost or expense beyond postage or other reasonable transmittal expense, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as of the Closing Date, a Third-Third Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the Assets covered by that PPR will be sold to such holder of the PPRPPR subject to the terms and conditions of this Agreement, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) ), and the Unadjusted Purchase Price will be reduced by the Allocated Value of such Assets. Buyer shall remain obligated to purchase the remainder of the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets.”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller shall may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interest.

Preferential Rights to Purchase. (a) On or before the third (3rd) Business Day following the execution of this Agreement, Seller shall deliver notices of preferential purchase rights arising under the agreements set forth in Schedule 10.1.13 to the holders thereof. Seller shall use reasonable efforts, but without the Buyer’s Allocations to provide any obligation to incur any additional cost or expense, to comply with all required preferential right to purchase provisions relative to any Asset (notifications, based on the form of Preferential Rights Notice Letter attached hereto as Exhibit “PPRsF”) prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as of prior to the Closing Date, a Third-Party holder of a PPR has timely and properly notified preferential purchase right notifies Seller that it elects to exercise its PPR rights with respect to the Assets Properties to which its PPR preferential purchase right applies (determined by and in accordance with the agreement in under which the PPR preferential purchase right arises), then the Assets Properties covered by that PPR will be sold to such holder of the PPR, and preferential purchase right will not be sold to the Party party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) ), and the Unadjusted Purchase Price will be reduced by the Allocated Value of Buyer’s Allocations for such AssetsProperties if Buyer’s Allocations are positive numbers and increased by Buyer’s Allocations for such Properties if Buyer’s Allocations are negative numbers. Subject to Article 17, Buyer shall remain remains obligated to purchase the remainder of the Assets Properties not affected by an exercised PPRpreferential rights to purchase. Upon the consummation of the sale of any Assets to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if If for any reason reason, other than Seller’s breach, the purchase and sale of the Assets Properties covered by the preferential purchase right which has been exercised by the holder thereof (a PPR exercised prior to Closing under (b“Pref Right Transaction”) above is not or cannot be consummated with the holder of the PPR that exercised its PPRpreferential purchase right, Seller shall so notify Buyer promptly, but no later than sixty (60) Days after the Closing Date, and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets Properties pursuant to the terms of this Agreement and for the Allocated Value of value allocated to such Assets Properties in the Buyer’s Allocations (except the “Closing Date Date” with respect to such Assets will be Properties shall mean the date of assignment of such Assets Properties from Seller to Buyer). (dc) Any interest in If on the Assets covered by Closing Date any unexercised PPRs preferential purchase right applicable to some (whether due but not all) Properties has not been waived and the time to elect has not elapsed, such Properties affected thereby shall be excluded from the transactions under this Agreement and Closing with respect to the PPR notice period or otherwise) unaffected Properties shall be conveyed to Buyer at the Closing subject to any PPRsproceed, and Buyer the Parties shall assume all dutiesconduct one or more subsequent closings with respect to the Properties affected by such preferential purchase right if and when any such preferential purchase right has been waived or the time to elect has elapsed. If such preferential purchase right has not been waived and the time to elect has not elapsed, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR within sixty (60) Days after the Closing Date, Buyer the Properties affected thereby, automatically and without need to amend this Agreement, shall be obligated removed from this Agreement and the Parties shall have no further obligations to convey that interest to that Third Party and shall be entitled each other with respect to the consideration for same. (d) Any preferential purchase right must be exercised subject to all the sale terms and conditions of that interestthis Agreement, including the payment of the Performance Deposit upon exercise of the preferential purchase right and the successful Closing of this Agreement pursuant to Article 16.

Preferential Rights to Purchase. 3.2.1 The Parties agree that those preferential purchase rights set forth in Schedule 3.2 that are currently attributable to the holders identified on such schedule with respect to such preferential purchase rights may be triggered by the transactions contemplated by this Agreement (a) Seller shall use reasonable effortscollectively, but without any obligation to incur any additional cost or expense, to comply with all preferential right to purchase provisions relative the “Applicable Preferential Rights”). For each Property subject to any Asset (“PPRs”) prior to the Closing. Prior to the ClosingApplicable Preferential Right, except any Applicable Preferential Right held by Buyer or its Affiliates, Seller shall notify Buyer (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit “G”, or as otherwise mutually agreed, and (ii) comply in all other respects with the existence of any known PPRs and if any PPRs are exercised or if agreement under which the requisite period has elapsed without said rights having been exercised. (b) Applicable Preferential Right arises. If, as of prior to Closing, the Closing Date, a Third-Party holder of a PPR has timely and properly notified an Applicable Preferential Right notifies Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies Applicable Preferential Right (determined by and in accordance with and determined by the agreement in under which the PPR such Applicable Preferential Right arises), then the Assets covered by that PPR will be sold Properties subject to such holder of the PPR, and will not exercised Applicable Preferential Right shall be sold to the Party originally executing excluded from this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of value allocated to such AssetsProperty in Exhibits “A-1”, “A-2”, or “A-3”. Buyer shall remain remains obligated to purchase the remainder of the Assets Properties that are not affected by an exercised PPRApplicable Preferential Rights. Upon the consummation of the sale of any Assets Properties to the holder of such PPRApplicable Preferential Right, any such Assets Properties shall be deemed for all purposes to constitute “Excluded Assets”Properties. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after 3.2.2 If on the Closing Date, Buyer shall be obligated any Applicable Preferential Right has not been waived in writing by the holder thereof or the time for such holder to convey that interest exercise such Applicable Preferential Right has not expired, then (subject to that Third Party Sections 15.2, 15.3 and shall be entitled 17.1) the Closing with respect to the consideration for Properties to which such Applicable Preferential Right applies shall proceed upon the sale mutual agreement of that interestSeller and Buyer, so long as Seller’s notification to the holder of such Applicable Preferential Right was given at least thirty (30) Days prior to such Closing Date. 3.2.3 If the Parties do not reach a mutual agreement as contemplated in the prior paragraph, then the applicable

Preferential Rights to Purchase. (a) Buyer represents that it has made a ------------------------------- good faith allocation of the Purchase Price to assets comprising the Properties, and such allocation as set forth in Exhibit "A" shall be used by Seller shall use reasonable effortsto provide any required preferential purchase right notifications. If, but without any obligation to incur any additional cost or expense, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as of the Closing Date, a Third-Party holder of a PPR has timely and properly notified preferential purchase right notifies Seller that it elects intends to exercise its PPR rights with respect to the Assets a Property to which its PPR preferential purchase right applies (as determined by and in accordance with the agreement in which the PPR preferential purchase right arises), then the Assets Property covered by that PPR will said preferential purchase right shall be sold excluded from the Properties to such holder of the PPRbe conveyed to Buyer, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of such Assetsvalue allocated to said Property in Exhibit "A". Buyer acknowledges and agrees that Seller shall remain obligated to purchase determine (in its sole judgment) the remainder extent of the Assets not affected by an exercised PPR. Upon preferential purchase rights encumbering the consummation of the sale of any Assets to the holder of such PPRProperties, any such Assets and said determination shall be deemed for all purposes used by Seller to constitute “Excluded Assets”. (c) After provide the Closingpreferential purchase right notifications. The form of notice shall be reviewed by Buyer, if for any reason the and Seller shall send out preferential purchase and sale of the Assets covered right notices by a PPR exercised prior October 10, 1997, except with respect to Closing under (b) above is not those notices which must necessarily be given after other notices have been waived or cannot be consummated with have expired. If the holder of the PPR that exercised its PPRpreferential purchase right fails to consummate the purchase of the Property subject to the preferential purchase right, Seller shall so promptly notify Buyer and within Buyer. Within ten (10) Business Days after Buyer’s 's receipt of such noticenotice or Closing, whichever is later, Seller shall sellsell to Buyer, assign and convey to Buyer and Buyer shall purchase and accept from Seller Seller, such Assets pursuant to Property under the terms of this Agreement and for a price equal to the Allocated Value of such Assets (except the Closing Date with respect value allocated to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest Property in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPRExhibit "A". Without limiting Notwithstanding the foregoing, if any Third Party elects Buyer shall have no obligation under this Agreement or otherwise to purchase all or a part the Property if Buyer is not notified of an interest in any Asset subject the preferential purchase right holder's failure to a PPR after consummate the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to purchase of the consideration for the sale of that interestProperty within ninety (90) Days following Closing.

Preferential Rights to Purchase. (a) Seller shall use reasonable efforts, but without any obligation to incur any additional cost or expense, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. Prior to the ClosingPromptly after execution of this ------------------------------- Agreement, Seller shall notify cause the Partnership to contact all third Persons who Seller reasonably believes may hold an enforceable Preferential Right to Purchase any Property that would be triggered by reason of the Transaction. The Partnership shall provide such third Persons with the documentation required under existing agreements and allow them to determine whether or not they should exercise or waive such Preferential Right to Purchase. Seller shall provide reasonable advance notice to Buyer of the existence of any known PPRs Properties and if any PPRs are exercised or if interests therein for which third Persons may be given the requisite period has elapsed without said rights having been exercised. (b) Ifopportunity to exercise Preferential Rights to Purchase, as and Seller shall keep Buyer reasonably apprised of the Closing Datestatus of dealings with such third Persons. If Buyer believes that any such third Person does not hold a valid Preferential Right to Purchase such Property that would be triggered by the Transaction, Buyer must promptly provide Seller with notice of Buyer's objection to any proposed exercise of that Preferential Right to Purchase, and in such case, the Parties shall negotiate in good faith to determine a Third-Party holder mutually acceptable procedure for handling such questioned Preferential Rights to Purchase. Similarly, without affecting any other right of Buyer hereunder, if Buyer believes that other valid and enforceable Preferential Rights to Purchase exist that are not on the notices sent to Buyer by Seller, Buyer shall promptly send notice to Seller, and the Parties shall negotiate in good faith to determine a PPR has timely and properly notified Seller that it mutually acceptable procedure for handling such questioned Preferential Rights to Purchase. Whenever any third Person elects to exercise its PPR a Preferential Right to Purchase any Property, Seller shall provide Buyer with respect to prompt notice, listing the Assets to which its PPR applies (determined by interest purchased and the amount received from such third Person. In such an instance, the interest in accordance with the agreement in which the PPR arises), then the Assets covered by any such Property that PPR will be is sold to such holder of a third Person before Closing shall be removed from the PPROperating Assets, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Settlement Price will shall be reduced by the Allocated Value attributable to such interest, and in such case Seller shall indemnify the Partnership, the Subsidiaries and the Buyer against any Liabilities relating to such Property; if the interest so removed is less than the Partnership's entire interest in the Property, then the Allocated Value of such Assetsthe Property shall be proportionately reduced in accordance with the formula set forth in Section 6.4(a). Seller shall use reasonable efforts to cause the Partnership to obtain the exercise or waiver before Closing of all Preferential Rights to Purchase; provided however, that if on the Closing Date any valid Preferential Right to Purchase should exist which shall not have been exercised or waived, and the time for exercise of which has not yet passed, Buyer shall remain obligated obtain at Closing Seller's entire outstanding interest in the Property, subject to purchase the remainder of the Assets not affected by an exercised PPRsuch Preferential Right to Purchase, and Buyer and Seller shall cooperate in good faith to honor such third Person's rights. Upon the consummation of the sale of any Assets to In such case, if the holder of such PPR, any such Assets shall be deemed for all purposes Preferential Right to constitute “Excluded Assets”. (c) After Purchase should propose to exercise the Closing, if for any reason the purchase same while it remains valid and sale enforceable as a result of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPRTransaction, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and then Buyer shall purchase and accept from Seller such Assets pursuant cause the Partnership to assign the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect affected interest to such Assets will be third Person and Buyer, through the date of assignment of such Assets from Seller to Buyer). (d) Any interest in Partnerships and the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRsSubsidiaries, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for proceeds attributable to the sale of that interestsuch interest to the third Person, and in such case Seller shall indemnify the Partnership, the Subsidiaries and the Buyer against any Liabilities relating to such Property, except during the period the Partnership is owned by Buyer and the Partnership own the Operating Assets.

Preferential Rights to Purchase. (a) Buyer’s good faith allocation of values as set forth in Exhibit G shall be used to prepare an allocation of the Purchase Price to Assets that are subject to preferential rights to purchase and will be set forth in Schedule 3.07. Seller shall use its reasonable efforts, but without any obligation to incur any additional cost or expense, efforts to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing. Prior If, prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as of the Closing Date, a Third-Party holder of a PPR has timely and properly notified preferential purchase right notifies Seller that it elects intends to exercise its PPR rights with respect to the Assets an Asset to which its PPR preferential purchase right applies (as determined by and in accordance with the agreement in which the PPR preferential purchase right arises)) or the time for the exercise of such preferential right has not expired or the preferential right waived, then the Asset covered by said preferential purchase right shall be excluded from the Assets covered by that PPR will to be sold conveyed to such holder of the PPRBuyer, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of such Assetsvalue allocated to said Asset in Schedule 3.07. Buyer acknowledges and agrees that Seller shall remain obligated to purchase determine (in its good faith judgment) the remainder extent of the Assets not affected by an exercised PPR. Upon preferential purchase rights encumbering the consummation of the sale of any Assets to the holder of such PPRAssets, any such Assets and said determination shall be deemed for all purposes used by Seller to constitute “Excluded Assets”. (c) After provide the Closing, if for any reason the preferential purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with right notifications. If the holder of the PPR that exercised its PPRpreferential purchase right fails to consummate the purchase of the Asset subject to the preferential purchase right, Seller shall so promptly notify Buyer and within Buyer. Within ten (10) Business Days after Buyer’s receipt of such noticenotice or Closing, whichever is later, Seller shall sellsell to Buyer, assign and convey to Buyer and Buyer shall purchase and accept from Seller Seller, such Assets pursuant to Asset under the terms of this Agreement and for a price equal to the Allocated Value of such Assets (except the Closing Date with respect value allocated to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest Asset in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPRSchedule 3.07. Without limiting Notwithstanding the foregoing, if any Third Party elects Buyer shall have no obligation under this Agreement or otherwise to purchase all or a part the Asset if Buyer is not notified of an interest in any the preferential purchase right holder’s failure to consummate the purchase of the Asset subject within ninety (90) calendar days following Closing. Seller will use reasonable efforts to a PPR send out the applicable preferential right to purchase notices within five (5) Business Days after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interestdate this Agreement is executed.

Preferential Rights to Purchase. (a) Seller shall use commercially reasonable efforts, but without any obligation to incur any additional cost or expense, to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing, but without any obligation to incur or pay any costs, fees or payments other than costs customarily related to giving notices to PPR holders and consummating the exercise of PPRs prior to Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any known PPRs and if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If, as of the Closing Date, a Third-Third Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the Assets covered by that PPR will be sold to such holder of the PPRPPR subject to the terms and conditions of this Agreement, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will be reduced by the Allocated Value of such excluded Assets. Buyer shall remain obligated to purchase the remainder of the Assets not affected by an exercised PPR; provided, however, if the aggregate value of (1) the Assets excluded from the sale to Buyer by the exercise of such PPRs (as determined by the Allocated Values of such excluded Assets subject to exercised PPRs), and (2) any Assets subject to a PPR that has not been exercised (whether due to the PPR notice period or otherwise) exceeds twenty percent (20%) of the Unadjusted Purchase Price, then Buyer may terminate this Agreement by written notice to Seller prior to Closing without penalty. Upon the consummation of the sale of any Assets to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller shall may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). For the purpose of this Agreement, the term “Business Day” means any calendar day excluding Saturdays, Sundays and other days on which national banks are closed for business in Midland, Texas. (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale of that interest.

Preferential Rights to Purchase. (a) Prior to Closing, Seller shall use commercially reasonable efforts, but without any obligation to incur any additional cost or expense, efforts to comply with all preferential right rights to purchase provisions or similar rights relative to the sale of any Asset (“PPRs”) prior of the Properties as set forth in Schedule 5(a), provided that Seller shall not be required to provide consideration or undertake obligations to or for the Closingbenefit of the holders of the Preferential Rights to Purchase. Prior to In accordance with this Agreement and the Closingapplicable Contracts, Seller shall deliver by certified mail return receipt requested written notices of the proposed transfer of any Properties subject to the Preferential Rights to Purchase to the holders of such rights. Seller shall promptly notify Buyer of the existence of any known PPRs and if any PPRs Preferential Rights to Purchase are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If. If a Third Party who has been offered an interest in any Property or Properties pursuant to a Preferential Right to Purchase elects, as of the Closing Dateprior to Closing, a Third-Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect purchase such Property or Properties pursuant to the Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises)aforesaid offer, then the Assets covered by that PPR Property or Properties or part thereof so affected will be sold to such holder of deemed an Excluded Asset or Assets, the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will be reduced by the Allocated Value attributable thereto, and (subject to the other terms of this Agreement) the Parties shall proceed to Closing. If, as of the Closing Date, no waiver, consent or exercise notice has been received by Seller from the holder of a Preferential Right to Purchase and the time for exercising such Preferential Right to Purchase has not expired, then the Properties covered by the Preferential Right to Purchase will remain with Seller as Excluded Assets and the Purchase Price shall be adjusted by the Allocated Values of such Assets. Buyer shall remain obligated to purchase the remainder of the Assets not affected by an exercised PPRProperties (or portions thereof). Upon the consummation expiration of the sale of any Assets such Preferential Right to Purchase, to the holder of extent such PPRPreferential Right to Purchase has not been exercised, any the Properties (or portions thereof) covered by such Assets Preferential Right to Purchase shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey assigned to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant using a form of assignment substantially similar to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRsAssignment, and Buyer shall assume all dutiespay to Seller an amount equal to the Purchase Price adjustment referenced in the immediately foregoing sentence, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration any adjustments for the sale of that interestTitle Defects.

Preferential Rights to Purchase. (a) Seller shall use its reasonable efforts, but without any obligation to incur any additional cost or expense, efforts to comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) Property prior to Closing, using the Closing. Prior Allocated Value of the affected Property. (b) At least five Business Days prior to the Closing, Seller shall notify Buyer of the existence of whether any known PPRs and if any PPRs are preferential purchase rights have been exercised or if the requisite period has elapsed without said rights having been exercised. All preferential rights notices shall be on a form mutually acceptable to both Seller and Buyer. Concurrent with the issuance of said preferential rights notices, Seller, as to properties in which Sell is currently operator, and on a best efforts basis will solicit votes from non-operators to have Buyer elected as successor operator effective on the Closing Date. (bc) If, as If a third party who has been offered an interest in any Property pursuant to a preferential right to purchase elects prior to Closing to purchase all or part of the Closing Date, a Third-Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect such Property pursuant to the Assets to which its PPR applies (determined by and in accordance with aforesaid offer, the agreement in which the PPR arises), then interest or part thereof so affected will be eliminated from the Assets covered by that PPR will be sold to such holder of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will shall be reduced adjusted by the Allocated Value of such Assets. Buyer shall remain obligated to purchase the remainder of the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not interest or cannot be consummated with the holder of the PPR that exercised its PPR, Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer)part thereof. (d) Any interest in If the Assets covered by requisite time period has elapsed and no notice has been received from any unexercised PPRs (whether due to holder of a preferential purchase right, the PPR notice period or otherwise) applicable Property shall be conveyed to Buyer at Closing in accordance with the terms hereof. (e) With respect to any Property for which notice has been given but the time period for response by the holder of such preferential right extends beyond Closing, the interest offered as aforesaid shall be conveyed to Buyer at Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPRpreferential right of any third party. Without limiting the foregoing, if If any Third Party such third party elects to purchase all or a part of an interest in any Asset Property subject to a PPR preferential right to purchase after the Closing Date, Buyer shall be obligated to convey that said interest to that Third Party such third party and shall be entitled to the consideration for the sale of that interestsuch interest or part thereof.

Preferential Rights to Purchase. (a) Seller shall use reasonable efforts, but without any obligation to incur any additional cost or expense, to comply with all preferential right to purchase provisions relative For each Property subject to any Asset (“PPRs”) prior to the Closing. Prior to the ClosingPreferential Right, except any Preferential Right held by Purchaser or its Affiliates, Seller shall notify Buyer (i) within five (5) Business Days after the receipt in full of the existence Performance Deposit provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of any known PPRs Preferential Right Notice Letter attached hereto as Exhibit F, or as otherwise mutually agreed, and if any PPRs are exercised or if (ii) comply in all other respects with the requisite period has elapsed without said rights having been exercised. (b) agreement under which the Preferential Right arises. If, as of prior to Closing (A) the Closing Date, a Third-Party holder of a PPR has timely and properly notified Preferential Right notifies Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies Preferential Right (determined by and in accordance with and determined by the agreement under which such Preferential Right arises), or (B) the time period in which the PPR arises)holder of a Preferential Right has the right to exercise such Preferential Right has not yet expired and such holder has not waived such Preferential Right, then then, in each case, the Assets covered by that PPR will be sold Properties subject to such holder Preferential Right shall be excluded from this Agreement, the Purchase Price shall be adjusted by the Good Faith Allocation of the PPR, and will not be sold to the Party originally executing this Agreement as “Buyer” (such Properties subject to the remaining provisions in this ArticlePreferential Right and, subject to Section 3.2(b) below, such Properties so excluded shall become Excluded Assets for all purposes hereunder. Subject to Sections 15.2, 15.3 and the Unadjusted Purchase Price will be reduced by the Allocated Value of such Assets. Buyer shall remain 17.1, Purchaser remains obligated to purchase the remainder of the Assets Properties that are not affected by an exercised PPR. Upon the consummation of the sale of any Assets to the holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”Preferential Rights. (cb) After the Closing, With respect to any Preferential Right described in Section 3.2(a)(A) or Section 3.2(a)(B) above (i) if for any reason the purchase and sale of the Assets Properties covered by a PPR exercised prior to Closing under (b) above such Preferential Right is not or cannot be consummated with the holder of such Preferential Right in accordance with the PPR that exercised its PPRagreement under which such Preferential Right arises, or the holder of the Preferential Right is unable to satisfy the conditions to closing contained therein, or (ii) the period in which to exercise such Preferential Right has expired without the exercise thereof, then, in each case, Seller shall so promptly notify Buyer and Purchaser and, if the Closing has not yet occurred, the affected Property shall be included in the Closing, or, if less than forty-five (45) Days has elapsed since the Closing Date, then within ten (10) Business Days after BuyerPurchaser’s receipt of such notice, the Parties shall conduct an additional closing whereby Seller shall sell, assign and convey to Buyer Purchaser, and Buyer Purchaser shall purchase and accept from Seller such Assets Seller, the applicable Properties pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except Good Faith Allocation amount by which the Purchase Price was adjusted at the initial Closing Date with respect to such Assets will be Properties (subject to any purchase price adjustments consistent with this Agreement), except the “Closing Date” with respect to any such Property shall mean the date of assignment of such Assets Property from Seller to Buyer)Purchaser. (c) Any Preferential Right must be exercised subject to all the terms and conditions of this Agreement, including the payment to Seller of a pro rata portion of the Performance Deposit upon exercise of the Preferential Right. (d) Any interest in the Assets covered by any unexercised PPRs (whether due Third Party Claims relating to or arising out of Preferential Rights listed on Schedule 3.2, to the PPR notice period or otherwise) extent and only to the extent related to a Good Faith Allocation, shall not be a Seller Retained Liability but shall be conveyed to Buyer at the Closing subject responsibility of Purchaser (without regard to any PPRsdeductibles or thresholds contained in this Agreement that may be otherwise applicable). Purchaser (on behalf of Purchaser Group and their successors and assigns) releases Seller Group, and Buyer shall assume fully protect, defend, indemnify and hold harmless Seller Group, from and against any and all dutiessuch Claims, obligations and liabilities no matter whether arising from the PPR. Without limiting the foregoingbefore, if any Third Party elects to purchase all on or a part of an interest in any Asset subject to a PPR after the Closing Date. These indemnity obligations set forth in this Section 3.2(d) shall apply regardless of cause or of any negligent acts or omissions (including active or passive, Buyer shall be obligated to convey that interest to that Third Party and shall be entitled to the consideration for the sale sole, concurrent or comparative negligence or gross negligence), strict liability, breach of that interestduty (statutory or otherwise), violation of Law, or other fault of Seller Group, or any pre-existing defect.