Common use of Designation of Permitted Transferee Clause in Contracts

Designation of Permitted Transferee. 10.4.1 As soon as practicable after the Trustee acquires Excess Units, but in an orderly fashion so as not to materially adversely affect the price of Equity Interests or Excess Units, the Trustee shall designate one or more Persons as “Permitted Transferees XE "Permitted Transferees" ” and sell to such Permitted Transferees any Excess Units held by the Trustee; provided, however, that (A) any Permitted Transferee so designated purchases for valuable consideration the Excess Units and (B) any Permitted Transferee so designated may acquire such Excess Units without violating any of the restrictions set forth in Section 10.1 and without such acquisition resulting in the conversion of the Equity Interests so acquired into Excess Units and the transfer of such Excess Units to a Trust pursuant to Section 10.3.1 and Section 10.3.4. The Trustee shall have the exclusive and absolute right to designate Permitted Transferees of any and all Excess Units. Prior to any transfer by the Trustee of Excess Units to a Permitted Transferee, the Trustee shall give not less than ten (10) Business Days’ prior written notice to the Company of such intended transfer to enable the Company to determine whether to exercise or waive its purchase rights under Section 10.6. No such transfer by the Trustee of Excess Units to a Permitted Transferee shall be consummated unless the Trustee has received a written waiver of the Company’s purchase rights under Section 10.6. 10.4.2 Upon the designation by the Trustee of one or more Permitted Transferees and compliance with the provisions of this Section 10.4.2, the Trustee shall cause to be transferred to the Permitted Transferee the Excess Units acquired by the Trustee pursuant to Section 10.3.4. Upon such transfer of Excess Units to the Permitted Transferee(s), such Excess Units automatically shall be converted into an equal amount of Equity Interests of the same class and series as the Equity Interests from which such Excess Units were originally converted. Upon the occurrence of such a conversion of Excess Units into an equal amount of Equity Interests, such Excess Units, without any action required by the Board, shall thereupon be restored to the status of authorized but unissued Excess Units and may be reissued by the Company as Excess Units. The Trustee shall (A) cause to be recorded on the books and records of the Company that the Permitted Transferee(s) is/are the holder(s) of record of such amount of Equity Interests, and (B) distribute to the Beneficiary(ies) any and all amounts held in respect of such Excess Units after making payment to the Prohibited Owner pursuant to Section 10.5. 10.4.3 If the Transfer of Excess Units to a purported Permitted Transferee would or does violate any of the transfer restrictions set forth in Section 10.1, such Transfer shall be void ab initio as to that amount of Excess Units that cause the violation of any such restriction when such Excess Units are converted into Equity Interests and the purported Permitted Transferee shall be deemed to be a Prohibited Owner and shall acquire no rights in such Excess Units or Equity Interests. Such Equity Interests shall be automatically re-converted into Excess Units and transferred to the Trust from which they were originally transferred. Such conversion and transfer to the Trust shall be effective as of the close of business on the Business Day prior to the date of the Transfer to the purported Permitted Transferee and the provisions of this Article X shall apply to such Units, including, without limitation, in respect of any future Transfer of such Excess Units by the Trust.

Designation of Permitted Transferee. 10.4.1 As soon as reasonably practicable after the Trustee acquires Excess Units, but in an orderly fashion so as not a Limited Partner Interest transferred to materially adversely affect the price of Equity Interests or Excess Unitsa Trust, the Trustee shall designate one or more Persons as “Permitted Transferees XE "Permitted Transferees" ” that satisfy the requirements stated below in this Section 6 and sell to such Permitted Transferees any Excess Units Limited Partner Interest interest held by the Trustee; provided, however, that (A) any . Any Permitted Transferee so designated purchases must purchase the Limited Partner Interest for valuable consideration and must be able to acquire the Excess Units and (B) any Permitted Transferee so designated may acquire such Excess Units Limited Partner Interest without violating any of the restrictions set forth in Section 10.1 the Agreement and without such acquisition resulting in the conversion of the Equity Interests so acquired into Excess Units and the transfer of such Excess Units an interest to a Trust pursuant to Section 10.3.1 and Section 10.3.4. this Schedule C. The Trustee shall have the exclusive and absolute right to designate Permitted Transferees of any and all Excess Units. Prior to any transfer by the Trustee of Excess Units Limited Partner Interest transferred to a Permitted TransfereeTrust, the Trustee shall give not less than ten (10) Business Days’ prior written notice subject to the Company of such intended transfer to enable the Company to determine whether to exercise or waive its purchase rights under this Section 10.66. No such transfer by the Trustee of Excess Units to a Permitted Transferee shall be consummated unless the Trustee has received a written waiver of the Company’s purchase rights under Section 10.6. 10.4.2 Upon the designation by the Trustee of one or more a Permitted Transferees Transferee and compliance with the provisions of this Section 10.4.26, the Trustee shall cause to be transferred to the Permitted Transferee the Excess Units acquired by Limited Partner Interest held in the Trustee pursuant to Section 10.3.4Trust. Upon such transfer of Excess Units a Limited Partner Interest to the Permitted Transferee(s)Transferee, such Excess Units automatically Limited Partner Interest shall no longer be converted into an equal amount of Equity Interests of treated as held in the same class and series as the Equity Interests from which such Excess Units were originally converted. Upon the occurrence of such a conversion of Excess Units into an equal amount of Equity Interests, such Excess Units, without any action required by the Board, shall thereupon be restored to the status of authorized but unissued Excess Units and may be reissued by the Company as Excess UnitsTrust. The Trustee shall (Ai) request that the General Partner cause to be recorded on the books and records of the Company Partnership that the Permitted Transferee(s) is/are Transferee is the holder(s) holder of record of such amount of Equity InterestsLimited Partner Interest, and (Bii) distribute to the Beneficiary(ies) Beneficiary any and all amounts held in with respect of to such Excess Units Limited Partner Interest after making payment to the Prohibited Owner pursuant to Section 10.5. 10.4.3 7 hereof. If the Transfer transfer of Excess Units a Limited Partner Interest from the Trust to a purported Permitted Transferee would or does violate any of the transfer restrictions set forth in Section 10.1this Schedule C or any other provision of the Agreement, then such Transfer transfer shall be void ab initio as to that amount portion of Excess Units the Limited Partner Interest that cause causes the violation of any such restriction when such Excess Units are converted into Equity Interests violation, and the purported Permitted Transferee shall be deemed to be a Prohibited Owner and shall acquire no rights in such Excess Units or Equity Interestsportion of such Limited Partner Interest. Such Equity Interests portion of such Limited Partner Interest shall be automatically re-converted into Excess Units and transferred to the Trust from which they were it was originally transferred. Such conversion and transfer to the Trust shall be effective as of the close of business on the Business Day prior to the date of the Transfer transfer to the purported Permitted Transferee and the provisions of this Article X Schedule C shall continue to apply to such Units, including, without limitation, in respect of any future Transfer of such Excess Units by the TrustLimited Partner Interest.

Designation of Permitted Transferee. 10.4.1 As soon as practicable after the Trustee acquires Excess Units, but in an orderly fashion so as not to materially adversely affect the price of Equity Interests or Excess Units, the Trustee shall designate one or more Persons as “Permitted Transferees XE "Permitted Transferees" ” and sell to such Permitted Transferees any Excess Units held by the Trustee; provided, however, that (A) any Permitted Transferee so designated purchases for valuable consideration the Excess Units and (B) any Permitted Transferee so designated may acquire such Excess Units without violating any of the restrictions set forth in Section 10.1 and without such acquisition resulting in the conversion of the Equity Interests so acquired into Excess Units and the transfer of such Excess Units to a Trust pursuant to Section 10.3.1 and Section 10.3.4. The Trustee shall have the exclusive and absolute right to designate Permitted Transferees of any and all Excess Units. Prior to any transfer by the Trustee of Excess Units to a Permitted Transferee, the Trustee shall give not less than ten (10) Business Days’ prior written notice to the Company of such intended transfer to enable the Company to determine whether to exercise or waive its purchase rights under Section 10.6. No such transfer by the Trustee of Excess Units to a Permitted Transferee shall be consummated unless the Trustee has received a written waiver of the Company’s purchase rights under Section 10.6. 10.4.2 Upon the designation by the Trustee of one or more Permitted Transferees and compliance with the provisions of this Section 10.4.2, the Trustee shall cause to be transferred to the Permitted Transferee the Excess Units acquired by the Trustee pursuant to Section 10.3.4. Upon such transfer of Excess Units to the Permitted Transferee(s), such Excess Units automatically shall be converted into an equal amount of Equity Interests of the same class and series as the Equity Interests from which such Excess Units were originally converted. Upon the occurrence of such a conversion of Excess Units into an equal amount of Equity Interests, such Excess Units, without any action required by the Board, shall thereupon be restored to the status of authorized but unissued Excess Units and may be reissued by the Company as Excess Units. The Trustee shall (A) cause to be recorded on the books and records of the Company that the Permitted Transferee(s) is/are the holder(s) of record of such amount of Equity Interests, and (B) distribute to the Beneficiary(ies) any and all amounts held in respect of such Excess Units after making payment to the Prohibited Owner pursuant to Section 10.5. 10.4.3 If the Transfer of Excess Units to a purported Permitted Transferee would or does violate any of the transfer restrictions set forth in Section 10.1, such Transfer shall be void ab initio as to that amount of Excess Units that cause the violation of any such restriction when such Excess Units are converted into Equity Interests and the purported Permitted Transferee shall be deemed to be a Prohibited Owner and shall acquire no rights in such Excess Units or Equity Interests. Such Equity Interests shall be automatically re-converted into Excess Units and transferred to the Trust from which they were originally transferred. Such conversion and transfer to the Trust shall be effective as of the close of business on the Business Day prior to the date of the Transfer to the purported Permitted Transferee and the provisions of this Article X shall apply to such Units, including, without limitation, in respect of any future Transfer of such Excess Units by the Trust.