Common use of Prohibited Transfers Clause in Contracts

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, that, if the Partnership is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership. (b) In the case of a transfer or attempted transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' fees and expenses) as a result of such transfer or attempted transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer shall shall, to the fullest extent permitted by law, be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities Liabilities for damages that the transferor or transferee of such Units Membership Interest may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units a Membership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, Liability and damage damages that the Company or any of such indemnified Persons Members may incur (including, without limitation, including incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no effect whatever; provided. If, thathowever, if the Partnership is required by a court of competent jurisdiction to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred Partnership shall be strictly limited to have the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied right (without limiting any other legal or equitable rights of the Partnership) to withhold distributions to which such transferee would otherwise be entitled and apply such distributions to satisfy the debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership. (b) In the case of a transfer or attempted transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' lawyers fees and expenses) as a result of such transfer or attempted transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerBoard, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerDirectors, in its their sole discretion, elects elect to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions ’s Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which allocations and distributions Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer under this Section 10 shall be null and void and of no force or effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize such a transfer that is not a Permitted Transfer the Act or other applicable law (or if the Managing General PartnerGovernors, in its their sole discretion, elects elect to recognize such a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions ’s Financial Rights as provided by this Agreement with respect to the transferred Units, which allocations and distributions Financial Right may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer shall shall, to the fullest extent permitted by law, be null and void and of no force or effect whatever; provided, that, if . If the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities Liabilities for damages that the transferor or transferee of such Units Membership Interest may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units a Membership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, Liability and damage damages that the Company or any of such indemnified Persons Members may incur (including, without limitation, including incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units an Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerCompany, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest Interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that the Company or any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby. Any indemnification payments made to the Company under this Section 12.4, to the extent paid with respect to costs, liabilities or other damages incurred by a Member, shall immediately be paid by the Company to such Member.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer under this Section 10 shall be null and void and of no force or effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize such a transfer that is not a Permitted Transfer under the Act or other applicable law (or if the Managing General PartnerGovernors, in its their sole discretion, elects elect to recognize such a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions ’s Financial Rights as provided by this Agreement with respect to the transferred Units, which allocations and distributions Financial Right may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer shall shall, to the fullest extent permitted by Law, be null and void and of no force or effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer of Equity Units that is not a Permitted Transfer), the interest transferred rights with respect to the Transferred Equity Units shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Transferred Equity Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities Liabilities for damages that the transferor or transferee of such Equity Units may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units a Membership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, Liability and damage damages that the Company or any of such indemnified Persons Members may incur (including, without limitation, including incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer shall be null and void and of no effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred Membership Interest Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Membership Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units a Membership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby. Notwithstanding any provision in this Agreement to the contrary, the Managing Member shall prohibit (i) any Transfer that would result in the Company being treated as a PTP or (ii) any Transfer (other than a Transfer by RBDB) that would result in a violation of the requirements of Section 11.3(b).

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerDirectors, in its their sole discretion, elects elect to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions ’s Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which allocations and distributions Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Membership Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer permitted by the terms of this Agreement shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required as a matter of law to recognize a transfer Transfer that is not a Permitted Transfer permitted by the terms of this Agreement (or if unless the Managing General PartnerManagement Committee, in its sole discretiondiscretion and by unanimous action or consent, elects to recognize a transfer Transfer that is not a Permitted TransferTransfer permitted by the terms of this Agreement), the interest transferred Membership Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsMembership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Membership Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units a Membership Interest that is not a Permitted TransferTransfer permitted by the terms of this Agreement, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify indemnify, and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Person may incur (including, without limitation, incremental tax liability liabilities, attorneys' fees, fees of experts and lawyers' fees accountants, and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerManager, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited solely to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, obligations or liabilities for damages that the transferor or transferee of such Units may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company, the Manager, and the other Partners Members from all cost, liability, liability and damage damages that any of such indemnified Persons parties may incur (including, without limitation, incremental tax liability and lawyersliabilities, attorneys' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer made in accordance with the terms of this Article XIX shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer any such Transfer that is not a Permitted Transfer (or if made in accordance with the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer)terms of this Article XIX, the interest transferred Membership Interest or any portion thereof Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsMembership Interest or any portion thereof, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units Membership Interest or any portion thereof that is not a Permitted Transfermade in accordance with the terms of this Article XIX, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners from Members against all costclaims, liabilitycosts, liabilities, and damage damages that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, reasonable lawyers' fees fees, and expenses) as incurred as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerDirectors, in its their sole discretion, elects elect to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which allocations and distributions Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units an Interest that is not a Permitted Transfer shall shall, to the fullest extent permitted by law, be null and void and of no force or effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred rights with respect to the Transferred Interest shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities Liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, Liability and damage Damages that the Company or any of such indemnified Persons Members may incur (including, without limitation, including incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units an Interest that is not neither a Permitted Transfer nor a Transfer of less than all of a Member's Interests to one or more Affiliated Members in compliance with Section 9.2, shall be null and void and of no force or effect whatever; provided, thathowever, that if the Partnership Company is required by law to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the PartnershipCompany, and such transferee shall not become a Member of the Company. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units an Interest that is not neither a Permitted TransferTransfer nor a Transfer of less than all of a Member's Interests to one or more Affiliated Members in compliance with Section 9.2, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer shall shall, to the fullest extent permitted by Law, be null and void and of no force or effect whatever; provided, however, that, if the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities Liabilities for damages that the transferor or transferee of such Units Membership Interest may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units a Membership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, Liability and damage damages that the Company or any of such indemnified Persons Members may incur (including, without limitation, including incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interests may have to the Partnership. (b) . In the case of a transfer Transfer or attempted transfer Transfer of Units Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units Limited Partner Interests that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest Interest transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or to transferee of such Units interest may have to the Partnership. (b) . In the case of a transfer Transfer or attempted transfer Transfer of Units interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify indemnity and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' attorneys’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, 36 44 provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, liabilities or liabilities for damages that the transferor or transferee of such Units Interests may have to the Partnership. (b) . In the case of a transfer Transfer or attempted transfer Transfer of Units Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' lawyers fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, that, if the Partnership is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership. (b) In the case of a transfer or attempted transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' lawyers fees and expenses) as a result of such transfer or attempted transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerManager, in its their sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such the Units may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Unit Holders from all cost, liability, and damage that any of such indemnified Persons Unit Holders may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Company Interest (or any part thereof) that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, thathowever, that if the Partnership Company is legally compelled and required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, Board elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsCompany Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Company Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units a Company Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Member from all cost, liability, liability and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units all or any portion of an Interest that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest Interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units all or any portion of an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' lawyers fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerMember, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interests may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by under this Agreement with respect to the transferred Unitssuch Transferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, obligations or liabilities for damages that the transferor or transferee of such Units Interests may have to the Partnership. (b) In the case of a transfer Transfer or attempted transfer of Units Transfer that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and each of the other Partners from any and all costclaims, liabilitydamages, losses, liabilities and damage expenses that the Partnership or any of such indemnified Persons other Partner may incur (including, without limitation, incremental tax liability and lawyers' fees and expensesexpenses of counsel) as a result of such transfer Transfer or attempted transfer Transfer and any efforts to enforce the indemnity granted herebyunder this Section 11.04(b).

Prohibited Transfers. (a) Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interests may have to the Partnership. (b) . In the case of a transfer Transfer or attempted transfer Transfer of Units Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) 9.3.1 Any purported Transfer of Units Partnership Interest that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsPartnership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Partnership Interest may have to the Partnership. (b) 9.3.2 In the case of a transfer Transfer or attempted transfer Transfer of Units a Partnership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any Except as otherwise permitted by this Agreement, no Partner shall have the right to voluntarily Transfer to any Person such Partner's Interest, or any part thereof, without the prior written approval of a majority in interest of the General Partners and any voluntary purported Transfer of Units an Interest that is not a Permitted Transfer shall be null and void ab initio and of no force or effect whatever; provided, thathowever, if the Partnership is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), or if the General Partner elects to recognize a Transfer that is not a Permitted Transfer, the interest Interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterests, which allocations and distributions may be applied (applied, without limiting any other legal or equitable rights of the Partnership) , to satisfy the any debts, obligations, obligations or liabilities for damages that the transferor or transferee of such Units Interests may have to the Partnership. (b) In the case of a transfer or attempted transfer of Units that is not a Permitted Transfer, the . The parties engaging or attempting to engage in such transfer a Transfer or attempted Transfer of Interest that is not a Permitted Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all costcosts, liabilityliability and damages, and damage that any of such indemnified Persons may incur (including, without limitationlimitations, incremental tax liability and lawyers' liability, attorney's fees and expenses) expenses as a result of such transfer Transfer or attempted transfer and efforts to enforce the indemnity granted herebyTransfer.

Prohibited Transfers. (a) 14.3.1. Any purported Transfer of Units Partnership Interest that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsPartnership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Partnership Interest may have to the Partnership. (b) 14.3.2. In the case of a transfer Transfer or attempted transfer Transfer of Units a Partnership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerDirectors, in its their sole discretion, elects elect to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which allocations and distributions Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units an Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required by a court of competent jurisdiction to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred rights with respect to the Transferred Interest shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the debts, obligations, any Debts or liabilities for damages Damages that the transferor or transferee of such Units Interest may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, liability and damage Damages that the Company or any of such indemnified Persons Members may incur (including, without limitation, including incremental tax liability and liabilities, lawyers' fees ’ fees, and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units an Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) . In the case of a transfer Transfer or attempted transfer Transfer of Units an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners Partner from all cost, liability, and and' damage that any of such indemnified Persons Partners may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby. Any indemnification payments made to the Partnership under this Section 10.4, to the extent paid with respect to costs, liabilities or other damages incurred by a Partner, shall be paid immediately .by the Partnership to such Partner.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no effect whatever; provided. If, thathowever, if the Partnership Joint Venture is required by a court of competent jurisdiction to recognize a transfer that is not a Permitted Transfer (or if the Managing General PartnerJoint Venture Manager, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred Joint Venture shall be strictly limited to have the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied right (without limiting any other legal or equitable rights of the PartnershipJoint Venture) to withhold distributions to which such transferee would otherwise be entitled and apply such distributions to satisfy the debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the PartnershipJoint Venture. (b) In the case of a transfer or attempted transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership Joint Venture and the other Partners Joint Venturers from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' lawyers fees and expenses) as a result of such transfer or attempted transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units an interest in the Partnership held by a General Partner that is not a Permitted Transfer permitted by Section 10.3 above shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer so permitted (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transferso permitted), the interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Unitsinterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units interest may have to the Partnership. (b) . In the case of a transfer Transfer or attempted transfer Transfer of Units a Partnership interest that is not a Permitted Transferpermitted by Section 10.3 above, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, liability and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerBoard, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units all or any portion of an Interest that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units all or any portion of an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' attorney’s fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units Membership Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, PROVIDED that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if all of the Managing General PartnerManagers, in its their sole discretion, elects elect to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Membership Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsMembership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Membership Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units Membership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees fees, and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerDirectors, in its their sole discretion, elects elect to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions ’s Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which allocations and distributions Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerClass A Directors, in its their sole discretion, elects elect to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions ’s Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which allocations and distributions Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units an Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) . In the case of a transfer Transfer or attempted transfer Transfer of Units an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons Partners may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required by proper authority to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other all Partners from all cost, liability, liability and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required by proper authority to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership. (b) . In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other all Partners from all cost, liability, liability and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' lawyers fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units any Member's interest -------------------- held by a Member that is not a Permitted Transfer permitted by Section 7.3 above shall be null and void and of no effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer so permitted (or if the Managing General PartnerCompany, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transferso permitted), the interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Unitsinterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnershipcompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units a Member interest that is not a Permitted Transferpermitted by Section 7.3 above, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' lawyers fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units an Interest that is not neither a Permitted Transfer nor a Transfer of less than all of a Member's Interests to one or more Affiliated Members in compliance with Section 9.2, shall be null and void and of no force or effect whatever; provided, thathowever, that if the Partnership Company is required -------- ------- by law to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the PartnershipCompany, and such transferee shall not become a Member of the Company. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units an Interest that is not neither a Permitted TransferTransfer nor a Transfer of less than all of a Member's Interests to one or more Affiliated Members in compliance with Section 9.2, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) 9.3.1 Any purported Transfer of Units Partnership Interest that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsPartnership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Partnership Interest may have to the Partnership. (b) 9.3.2 In the case of a transfer Transfer or attempted transfer Transfer of Units a Partnership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerCompany, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest Units transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units any Partnership interest held by the Managing General Partner that is not a Permitted Transfer permitted by Section 10.2 shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer so permitted (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transferso permitted), the interest transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Unitsinterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units interest may have to the Partnership. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units a Partnership interest that is not a Permitted Transferpermitted by Section 10.2, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other Limited Partners from all cost, liability, liability and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Company Interest that is not a Permitted Transfer shall be null and void and of no force or effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerMember, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsCompany Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Company Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units a Company Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) A. Any purported Transfer of Units a Membership Share that is not a Permitted permitted Transfer hereunder shall be null and void and of no force or effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted permitted Transfer (or if the Managing General Partner, in its sole discretion, elects Board of Managers shall elect to recognize a transfer Transfer that is not a Permitted permitted Transfer), the interest Membership Shares transferred shall be strictly limited to the transferor's rights ’s right to allocations and distributions as provided by this Agreement with respect to the transferred UnitsMembership Shares, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, obligations or liabilities for damages that the transferor or transferee of such Units Membership Shares may have to the PartnershipCompany. (b) B. In the case of a transfer Transfer or attempted transfer Transfer of Units Membership Shares that is not a Permitted permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, liability and damage that the Company or any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whateverwhatsoever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerClass A Directors, in its their sole discretion, elects elect to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions Membership Economic Interests as provided by this Agreement with respect to the transferred Units, which allocations and distributions Membership Economic Interests may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) 16.5.1 Any purported Transfer of Units an Interest that is not a Permitted Transfer shall be null and void and of no force or effect whateverwhatsoever and the Company shall not recognize such Transfer on its books and records, unless the Members unanimously Approve such Transfer; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerMembers by unanimous consent, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the PartnershipCompany. (b) 16.5.2 In the case of a transfer Transfer or attempted transfer Transfer of Units an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of or such Units Interests may have to the Partnership. (b) . In the case of a transfer Transfer or attempted transfer Transfer of Units Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer transfer of Units Membership Interests that is not a Permitted Transfer under this Agreement shall be null and void and of no force or effect whatever; provided, thathowever, that if the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (Transfer, or if the Managing General PartnerManager, in its sole at his discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest Membership Interests so transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsMembership Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership. (b) Company. In the case of a transfer or attempted transfer of Units Membership Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership Company, the Manager and the other Partners Members from all costcosts, liabilityliabilities, and damage damages that the Company and any of such indemnified Persons other Members may incur (including, including without limitation, limitation incremental tax liability and lawyers' fees and expenses) as liabilities)as a result of such transfer or attempted transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerBoard, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership.Company. *Confidential Treatment Requested Redfield Energy, LLC Second Amended and Restated Operating Agreement (b) In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any Except for involuntary transfers as described in Section 3.8(a)(ii), any purported Transfer of Units a Member Interest that is not a Permitted Transfer shall be null and void and of no effect whateverwhatsoever; provided, however, that, if the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the transferor shall be deemed no longer to have a Member Interest and the interest transferred received by the transferee shall be strictly limited to the transferor's rights to allocations and distributions Distributions as provided by this Agreement with respect to the transferred UnitsTransferred Member Interest, which allocations and distributions Distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Member Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units a Member Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, including incremental tax liability and lawyersattorneys' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no effect whatever; provided. lf, thathowever, if the Partnership is required by a court of competent jurisdiction to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred Partnership shall be strictly limited to have the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied right (without limiting any other legal or equitable rights of the Partnership) to withhold distributions to which such transferee would otherwise be entitled and apply such distributions to satisfy the debts, . obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership. (b) In the case of a transfer or attempted transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' lawyers fees and expenses) as a result of such transfer or attempted transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer shall shall, to the fullest extent permitted by Law, be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities Liabilities for damages that the transferor or transferee of such Units Membership Interest may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units a Membership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, Liability and damage damages that the Company or any of such indemnified Persons Members may incur (including, without limitation, including incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units Shares that is not a Permitted Transfer and to which the Board of Managers does not give its consent shall be null and void and of no force or effect whatever; provided, that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if and that did not receive the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer)consent of the Board of Managers, the interest in the Company so transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsShares, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Shares may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units Shares that is not a Permitted TransferTransfer and that does not receive the consent of the Board of Managers, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage Expenses that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' attorneys’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units an Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerCompany, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest Interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which allocations and distributions distributions' may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that the Company or any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and lawyers' liabilities, lawyers fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby. Any indemnification payments made to the Company under this Section 10.4, to the extent paid with respect to costs, liabilities or other damages incurred by a Member shall immediately be paid by the Company to such Member.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall will be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required by the Delaware Act or other applicable law to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerBoard, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred shall Units Transferred will be strictly limited to the transferor's Transferor’s rights to allocations and distributions as provided by under Section 11.5 of this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, obligations or liabilities for damages that the transferor Transferor or transferee Transferee of such Units may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, including incremental tax liability and lawyers' liabilities, attorneys’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer shall shall, to the fullest extent permitted by law, be null and void and of no force or effect whateverwhatsoever; provided, however, that, if the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, obligations or liabilities Liabilities for damages that the transferor or transferee of such Units Membership Interest may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units a Membership Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, Liability and damage damages that the Company or any of such indemnified Persons Members may incur (including, without limitation, including incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General Partnernon-transferring Member, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Company Interest that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerMember, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsCompany Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Company Interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units a Company Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Joint Sales Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerMembers, in its their sole discretion, elects unanimously agree to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipJoint Sales Company) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Joint Sales Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Joint Sales Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.. * CONFIDENTIAL TREATMENT REQUESTED 41

Prohibited Transfers. (a) Any purported Transfer of Units Interests that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interests may have to the Partnership. (b) . In the case of a transfer Transfer or attempted transfer Transfer of Units Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby. Any Transfer of any Interest by KM prohibited by the terms of this Section 9.4 shall provide to Shell the right to purchase such interest of KM at one hundred percent (100%) of Fair Value.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Joint Sales Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerMembers, in its their sole discretion, elects unanimously agree to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipJoint Sales Company) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the Partnership. (b) Joint Sales Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Joint Sales Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units any Partnership interest held by the Managing General Partner that is not a Permitted Transfer permitted by Section 10.2 above shall be null and void and of no effect whatever; provided, provided that, if the Partnership is required to recognize a transfer Transfer that is not a Permitted Transfer so permitted (or if the Managing General PartnerPartnership, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transferso permitted), the interest transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Unitsinterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units interest may have to the Partnership. (b) . In the case of a transfer Transfer or attempted transfer Transfer of Units a Partnership interest that is not a Permitted Transferpermitted by Section 10.2 above, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership and the other Limited Partners from all cost, liability, liability and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' lawyers fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units a Membership Interest that is not a Permitted Transfer shall shall, to the fullest extent permitted by law, be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred rights with respect to the Transferred Membership Interest shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsTransferred Membership Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities Liabilities for damages that the transferor or transferee of such Units Membership Interest may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units a Membership Interest that is not a Permitted Transfer, to the fullest extent permitted by law, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, Liability and damage damages that the Company or any of such indemnified Persons Members may incur (including, without limitation, including incremental tax liability and liabilities, lawyers' ’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units an Interest that is not neither a Permitted Transfer nor a Transfer of less than all of a Member's Interests to one or more Affiliated Members in compliance with Section 9.2, shall be null and void and of no force or effect whatever; provided, that-------- however, that if the Partnership Company is required by law to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that ------- is not a Permitted Transfer), the interest transferred Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred UnitsInterest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Interest may have to the PartnershipCompany, and such transferee shall not become a Member of the Company. (b) In the case of a transfer Transfer or attempted transfer Transfer of Units an Interest that is not neither a Permitted TransferTransfer nor a Transfer of less than all of a Member's Interests to one or more Affiliated Members in compliance with Section 9.2, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no effect whatever; provided. If, thathowever, if the Partnership is required by a court of competent jurisdiction to recognize a transfer that is not a Permitted Transfer (or if the Managing General Partner, in its sole discretion, elects to recognize a transfer that is not a Permitted Transfer), the interest transferred Partnership shall be strictly limited to have the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied right (without limiting any other legal or equitable rights of the Partnership) to withhold distributions to which such transferee would otherwise be entitled and apply such distributions to satisfy the debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership., (b) In the case of a transfer or attempted transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' lawyers fees and expenses) as a result of such transfer or attempted transfer and efforts to enforce the indemnity granted hereby.,

Prohibited Transfers. (a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerManagement Board, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Units Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units interest may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify and hold harmless the Partnership Company and the other Partners Members from all cost, liability, and damage that any of such indemnified Persons Members may incur (including, without limitation, incremental tax liability and liabilities, lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.

Prohibited Transfers. (a) Any purported Transfer of Units any Share or Shares that is not a Permitted Transfer or otherwise authorized by the consent of a majority of the disinterested Shareholders shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership is required to recognize a transfer that is not a Permitted Transfer (or if the Managing General PartnerCompany, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Shares Transferred shall be strictly limited to the transferor's ’s rights to allocations and distributions as provided by this Operating Agreement with respect to the transferred UnitsShares, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Shares may have to the Partnership. (b) Company. In the case of a transfer Transfer or attempted transfer Transfer of Units Shares that is not a Permitted TransferTransfer or otherwise authorized by the consent of a majority of the disinterested Shareholders, the parties Shareholders engaging or attempting to engage in such transfer shall be liable to indemnify Transfer shall, and do hereby, indemnify, defend and hold harmless the Partnership Company and the other Partners Shareholders from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' attorneys’ fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted herebythereby.

Prohibited Transfers. (a) Any purported Transfer of a Person's Units in the Company that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided, provided that, if the Partnership Company is required to recognize a transfer Transfer that is not a Permitted Transfer (or if the Managing General PartnerCompany, in its sole discretion, elects to recognize a transfer Transfer that is not a Permitted Transfer), the interest transferred Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement Economic Rights with respect to the transferred Transferred Units, which allocations and with distributions may be first applied (without limiting any other legal or equitable rights of the PartnershipCompany) to satisfy the any debts, obligations, or liabilities for damages that the transferor or transferee of such Units Transferee may have to the PartnershipCompany. (b) In the case of a transfer Transfer or attempted transfer Transfer of a Person's Units in the Company that is not a Permitted Transfer, the parties engaging or attempting to engage in such transfer Transfer shall be liable to indemnify to, indemnify, and hold harmless the Partnership Company and the other Partners Members from all costcosts, liability, and damage that any of such indemnified Persons may incur (including, without limitation, including incremental tax liability and lawyers' fees and expenses) as a result of such transfer Transfer or attempted transfer Transfer and efforts to enforce the indemnity granted hereby.