Common use of Transfer to Wholly Owned Affiliate Clause in Contracts

Transfer to Wholly Owned Affiliate. Without the need for the consent of any Person (subject to the provisions contained in this Section 10.6): (a) any Partner may Transfer its Units to any Wholly Owned Affiliate of such Partner (other than the Partner that is its Affiliate), provided the transferee executes an instrument reasonably satisfactory to all of the other Partners accepting the terms and provisions of this Agreement (except as may be provided in Section 9.6). Upon consummation of a Transfer in accordance with this Section 10.6(a), the transferee shall immediately, and without any further action of any Person, become (i) a Substitute Limited Partner if and to the extent Limited Partner Units are transferred and (ii) a Substitute General Partner, if and to the extent General Partner Units are transferred; and (b) any Limited Partner may, at its option and at any time, (i) Transfer up to 99% of its Limited Partner Units to its Affiliated General Partner, if any, whereupon such Limited Partner Units shall, without any further action, become General Partner Units or (ii) Transfer all of the Limited Partner Units held by such Limited Partner to its Affiliated Limited Partner. Promptly following any Transfer of Limited Partner Units in accordance with this Section 10.6(b), each Partner shall take such actions and execute such instruments or documents (including, without limitation, amendments to this Agreement or supplemental agreements hereto) as may be reasonably necessary to ensure that each Affiliated Partner Group shall, taken as a whole and following such Transfer, maintain all of its rights under this Agreement as in effect immediately prior to such Transfer (including, without limitation, the portion of Available Net Operating Cash distributable to such Affiliated Partner Group). (c) Notwithstanding any of the foregoing provisions of this Section 10.6, provided that such Transfer does not cause a termination of the Partnership under Section 708(b)(1)(B) of the Code, any Limited Partner may Transfer all of its Limited Partner Units to any Affiliate of such Limited Partner that already holds solely Limited Partner Units, and any General Partner may Transfer all of its General Partner Units to any Affiliate of such General Partner that already holds solely General Partner Units.

Transfer to Wholly Owned Affiliate. Without the need for the consent of any Person (subject to the provisions contained in this Section 10.6): (a) any Partner may Transfer its Units to any Wholly Owned Affiliate of such Partner (other than the Partner that is its Affiliate), provided the transferee executes an instrument reasonably satisfactory to all of the other General Partners accepting the terms and provisions of this Agreement (except as may be provided in Section 9.6). Upon consummation of a Transfer in accordance with this Section 10.6(a), the transferee shall immediately, and without any further action of any Person, become (i) a Substitute Limited Partner if and to the extent Limited Partner Units are transferred and (ii) a Substitute General Partner, if and to the extent General Partner Units are transferred; and (b) any Limited Partner may, at its option and at any time, (i) Transfer up to 99% of its Limited Partner Units to its Affiliated General Partner, if any, whereupon such Limited Partner Units shall, without any further action, become General Partner Units or (ii) Transfer all of the Limited Partner Units held by such Limited Partner to its Affiliated Limited Partner. Promptly following any Transfer of Limited Partner Units in accordance with this Section 10.6(b), each Partner shall take such actions and execute such instruments or documents (including, without limitation, amendments to this Agreement or supplemental agreements hereto) as may be reasonably necessary to ensure that each Affiliated Partner Group shall, taken as a whole and following such Transfer, maintain all of its rights under this Agreement as in effect immediately prior to such Transfer (including, without limitation, the portion of Available Net Operating Cash distributable to such Affiliated Partner Group). (c) Notwithstanding any of the foregoing provisions of this Section 10.6, provided that such Transfer does not cause a termination of the Partnership under Section 708(b)(1)(B) of the Code, any Limited Partner may Transfer all of its Limited Partner Units to any Affiliate of such Limited Partner that already holds solely Limited Partner Units, and any General Partner may Transfer all of its General Partner Units to any Affiliate of such General Partner that already holds solely General Partner Units.

Transfer to Wholly Owned Affiliate. Without the need for the ---------------------------------- consent of any Person (subject to the provisions contained in this Section 10.6):------- 10 (a) any Partner may Transfer its Units to any Wholly Owned Affiliate of such Partner (other than the Partner that is its Affiliate), provided the transferee executes an instrument reasonably satisfactory to all of the other General Partners accepting the terms and provisions of this Agreement (except as may be provided in Section 9.6). Upon consummation of a Transfer in accordance with ----------- this Section 10.6(a), the transferee shall immediately, and without any further --------------- action of any Person, become (i) a Substitute Limited Partner if and to the extent Limited Partner Units are transferred and (ii) a Substitute General Partner, if and to the extent General Partner Units are transferred; and (b) any Limited Partner may, at its option and at any time, (i) Transfer up to 99% of its Limited Partner Units to its Affiliated General Partner, if any, whereupon such Limited Partner Units shall, without any further action, become General Partner Units or (ii) Transfer all of the Limited Partner Units held by such Limited Partner to its Affiliated Limited Partner. Promptly following any Transfer of Limited Partner Units in accordance with this Section ------- 10.6(b), each Partner shall take such actions and execute such instruments or ------- documents (including, without limitation, amendments to this Agreement or supplemental agreements hereto) as may be reasonably necessary to ensure that each Affiliated Partner Group shall, taken as a whole and following such Transfer, maintain all of its rights under this Agreement as in effect immediately prior to such Transfer (including, without limitation, the portion of Available Net Operating Cash distributable to such Affiliated Partner Group). (c) Notwithstanding any of the foregoing provisions of this Section 10.6, provided that such Transfer does not cause a termination of the Partnership under Section 708(b)(1)(B) of the Code, any Limited Partner may Transfer all of its Limited Partner Units to any Affiliate of such Limited Partner that already holds solely Limited Partner Units, and any General Partner may Transfer all of its General Partner Units to any Affiliate of such General Partner that already holds solely General Partner Units.

Transfer to Wholly Owned Affiliate. Without the need for the consent of any Person (subject to the provisions contained in this Section 10.6): (a) any Partner may Transfer its Units to any Wholly Owned Affiliate of such such-Partner (other than the Partner that is its Affiliate), provided the transferee executes an instrument reasonably satisfactory to all of the other Partners accepting the terms and provisions of this Agreement (except as may be provided in Section 9.6). Upon consummation of a Transfer in accordance with this Section 10.6(a), the transferee shall immediately, and without any further action of any Person, become (i) a Substitute Limited Partner if and to the extent Limited Partner Units are transferred and (ii) a Substitute General Partner, if and to the extent General Partner Units are transferred; and (b) any Limited Partner may, at its option and at any time, (i) Transfer up to 99% of its Limited Partner Units to its Affiliated General Partner, if any, whereupon such Limited Partner Units shall, without any further action, become General Partner Units or (ii) Transfer all of the Limited Partner Units held by such Limited Partner to its Affiliated Limited Partner. Promptly following any Transfer of Limited Partner Units in accordance with this Section 10.6(b), each Partner shall take such actions and execute such instruments or documents (including, without limitation, amendments to this Agreement or supplemental agreements hereto) as may be reasonably necessary to ensure that each Affiliated Partner Group shall, taken as a whole and following such Transfer, maintain all of its rights under this Agreement as in effect immediately prior to such Transfer (including, without limitation, the portion of Available Net Operating Cash distributable to such Affiliated Partner Group).. HOU03:1138115.4 37 (c) Notwithstanding any of the foregoing provisions of this Section 10.6, provided that such Transfer does not cause a termination of the Partnership under Section 708(b)(1)(B) of the Code, any Limited Partner may Transfer all of its Limited Partner Units to any Affiliate of such Limited limited Partner that already holds solely Limited Partner Units, and any General Partner may Transfer all of its General Partner Units to any Affiliate of such General Partner that already holds solely General Partner Units.

Transfer to Wholly Owned Affiliate. Without the need for the consent ---------------------------------- of any Person (subject to the provisions contained in this Section 10.6):): ------------ (a) any Partner may Transfer its Units to any Wholly Owned Affiliate of such Partner (other than the Partner that is its Affiliate), provided the transferee executes an instrument reasonably satisfactory to all of the other General Partners accepting the terms and provisions of this Agreement (except as may be provided in Section 9.6). Upon consummation of a Transfer in accordance with ----------- this Section 10.6(a), the transferee shall immediately, and without any further ------------ action of any Person, become (i) a Substitute Limited Partner if and to the extent Limited Partner Units are transferred and (ii) a Substitute General Partner, if and to the extent General Partner Units are transferred; and (b) any Limited Partner may, at its option and at any time, (i) Transfer up to 99% of its Limited Partner Units to its Affiliated General Partner, if any, whereupon such Limited Partner Units shall, without any further action, become General Partner Units or (ii) Transfer all of the Limited Partner Units held by such Limited Partner to its Affiliated Limited Partner. Promptly following any Transfer of Limited Partner Units in accordance with this Section 10.6(b), each --------------- Partner shall take such actions and execute such instruments or documents (including, without limitation, amendments to this Agreement or supplemental agreements hereto) as may be reasonably necessary to ensure that each Affiliated Partner Group shall, taken as a whole and following such Transfer, maintain all of its rights under this Agreement as in effect immediately prior to such Transfer (including, without limitation, the portion of Available Net Operating Cash distributable to such Affiliated Partner Group). (c) Notwithstanding any of the foregoing provisions of this Section 10.6, provided that such Transfer does not cause a termination of the Partnership under Section 708(b)(1)(B) of the Code, any Limited Partner may Transfer all of its Limited Partner Units to any Affiliate of such Limited Partner that already holds solely Limited Partner Units, and any General Partner may Transfer all of its General Partner Units to any Affiliate of such General Partner that already holds solely General Partner Units.

Transfer to Wholly Owned Affiliate. Without the need for the consent of any Person (subject to the provisions contained in this Section 10.6): (a) any Partner may Transfer its Units to any Wholly Owned Affiliate of such Partner (other than the Partner that is its Affiliate), provided the transferee executes an instrument reasonably satisfactory to all of the other Partners Partnership Governance Committee accepting the terms and provisions of this Agreement (except as may be provided in Section 9.6). Upon consummation of a Transfer in accordance with this Section 10.6(a), the transferee shall immediately, and without any further action of any Person, become (i) a Substitute Limited Partner if and to the extent Limited Partner Units are transferred and (ii) a Substitute General Partner, if and to the extent General Partner Units are transferred; and (b) any Limited Partner may, at its option and at any time, (i) Transfer up to 99% of its Limited Partner Units to its Affiliated General Partner, if any, whereupon such Limited Partner Units shall, without any further action, become General Partner Units or (ii) Transfer all of the Limited Partner Units held by such Limited Partner to its Affiliated Limited PartnerUnits. Promptly following any Transfer of Limited Partner Units in accordance with this Section 10.6(b), each Partner shall take such actions and execute such instruments or documents (including, without limitation, amendments to this Agreement or supplemental agreements hereto) as may be reasonably necessary to ensure that each Affiliated Partner Group shall, taken as a whole and following such Transfer, maintain all of its rights under this Agreement as in effect immediately prior to such Transfer (including, without limitation, the portion of Available Net Operating Cash distributable to such Affiliated Partner Group). (c) Notwithstanding any of the foregoing provisions of this Section 10.6, provided that such Transfer does not cause a termination of the Partnership under Section 708(b)(1)(B) of the Code, any Limited Partner may Transfer all of its Limited Partner Units to any Affiliate of such Limited Partner that already holds solely Limited Partner Units, and any General Partner may Transfer all of its General Partner Units to any Affiliate of such General Partner that already holds solely General Partner Units.