Common use of Preferential Rights to Purchase Clause in Contracts

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Asset.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers (a) Seller shall use its commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of comply before Closing with all preferential rights to purchase or similar rights provisions relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required Asset with respect to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject hereunder. Before sending any notice to all validly existing and applicable Subject Preferential Rightsany holder of any preferential purchase rights, Seller shall consult with Purchaser on the form of such notice. Sellers Prior to the Closing, Seller shall promptly notify Buyer Purchaser if any Subject Preferential Right is preferential purchase rights are exercised or waived, or if the requisite period has elapsed without said right rights having been exercised. . (b) If a Third Party Party, who has been offered the right to an interest in any Asset pursuant to a Subject Preferential Right preferential right to purchase, timely elects, elects prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset Assets pursuant to the aforesaid such offer, and Sellers receive written notice of such election prior then subject to such ClosingSection 3.05(d), the Asset or the part thereof so affected will be eliminated removed from the Assets, shall become an Excluded Asset, and the Initial Purchase Price or Option Purchase Price, as applicable, will shall be reduced proportionately by the Allocated Value attributable thereto and of such Asset. Simultaneously with the Parties Closing or as soon thereafter as is reasonably possible, Seller shall proceed transfer such additional Excluded Asset to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a Third Party exercising such preferential right to purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of the agreement creating such preferential right. The proceeds of any such sale shall be the property of Seller. (c) In the event that a notice for a preferential right to purchase is not given prior to Closing or in the event the time period to exercise a preferential right to purchase which has been noticed has not expired by Closing and the Third Party holder of the preferential right to purchase has not exercised or waived its right at or before the Closing, then subject to Section 3.05(d), the affected Asset shall be excluded from the sale hereunder and deemed an Excluded Asset (with the Purchase Price reduced by the Allocated Value of such Asset). (d) Notwithstanding Sections 3.05(b) and (c), if within ninety (90) days after the Closing, a Third Party holder of a preferential right to purchase has not exercised its preferential right to acquire such Asset and the time period for such Third Party to exercise its preferential right to purchase has expired, or if within such period any such holder of a preferential right to purchase has exercised its preferential right to acquire such Asset but has failed or refused to pay for and acquire such Asset from Seller, and in either such event the preferential right holder has not asserted a dispute with respect to same, then subject to the other provisions of this Agreement, whereupon such properties and interests shall Asset will no longer be deemed to be an Excluded Asset and instead will be promptly sold by Seller to Purchaser hereunder for the Allocated Value of such Asset, subject to any Purchase Price adjustments allowed by this Agreement.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior Buyer's good faith allocation of values as set forth in Exhibit C shall be used to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices prepare an allocation of the proposed transfer of any Asset Purchase Price to the holders of all Assets that are, subject to Seller's Knowledge (as such term is defined below), subject to preferential rights to purchase or similar rights relative to the sale of any of the Assets as and will be set forth in Schedule 6.01(w3.07. Seller will use reasonable efforts to send out the applicable preferential right to purchase notices within five (5) (Business Days after the “Subject Preferential Rights”) (provided that no date this Agreement is executed. Seller shall be required provide to provide considerationBuyer for Buyer's reasonable approval the form of all preferential right notices. As used herein, incur any expense the terms "Seller's Knowledge" and "to the knowledge of Seller" shall construed to mean the actual knowledge of a matter (without investigation) of an executive officer of Seller or undertake obligations its general partner, or William G. Foster, Land Manager. Seller shall use its reasonable ef▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇ith all preferential right to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject purchase provisions relative to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant prior to a Subject Preferential Right timely electsthe Closing. If, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise a holder of a preferential purchase right has not expired and Sellers have not received written notice of an intent not notifies Seller that it intends to exercise or a written waiver it rights with respect to an Asset to which its preferential purchase right applies (as determined in accordance with the agreement in which the preferential purchase right arises), the Asset covered by said preferential purchase right shall be excluded from the Assets to be conveyed to Buyer, and the Purchase Price shall be reduced by the Allocated Value of said Asset. Buyer acknowledges and agrees that Seller shall attempt to determine (in its good faith judgment) the extent of the preferential purchase rights encumbering the Assets, and said determination shall be used by Seller to provide the preferential purchase right notifications. If the holder of the preferential purchase right (an “Outstanding Preferential Right”), fails to consummate the purchase of the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from preferential purchase right or fails to respond to the Assetsnotice by Closing, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto Seller and Buyer shall proceed with Closing and the Parties sale of the Asset to Buyer, it being expressly understood and agreed hereby that in such case, Buyer shall proceed purchase such Asset(s) subject to the Initial Closing or Option Closingeffects of such preferential purchase right, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 and such preferential purchase right and any and all liability arising therefrom shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective Assumed Obligation (as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Assetterm is defined in Section 14.02 hereof).

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

Preferential Rights to Purchase. In accordance (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Asset (“PPRs”) promptly after the execution of this Agreement and but in no event later than four (4) Business Days after execution of this Agreement by the applicable Contracts, prior Parties. Seller shall use its reasonable efforts in good faith to obtain waivers of all PPRs. Prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is PPRs are exercised or if the requisite period has elapsed without said right rights having been exercised. . (b) If a Third Party who has been offered an interest in any Asset pursuant Person from whom a waiver of a PPR is requested refuses to a Subject Preferential Right timely electsgive such waiver, prior then the Assets covered by that PPR may be sold to such holder of the PPR subject to the Initial Closing or Option Closingterms and conditions of this Agreement, as applicable, to purchase such Asset pursuant and will not be sold to the aforesaid offer, Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Unadjusted Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and of such Assets. Upon the Parties shall proceed consummation of the sale of any Assets to the Initial Closing or Option holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) Except as expressly waived in writing by Buyer, if by Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, (i) the time frame for the exercise of a preferential purchase right PPR applicable to an Asset has not expired and Sellers have Seller has not received written notice of an intent not to exercise or a written waiver of the preferential PPR or (ii) a Third Party exercises its PPR, but fails to consummate the purchase right (an “Outstanding Preferential Right”), of the applicable Asset or part thereof subject prior to the Outstanding Preferential Right will be eliminated Closing, Buyer shall have the option to exclude from the sale under this Agreement any such Assets. If Buyer elects to so exclude such Assets, then the Unadjusted Purchase Price will be reduced proportionately by the Allocated Value attributable thereto of such excluded Assets. With respect to any such Asset that Buyer does not elect to so exclude, if any Third Party elects to purchase all or a part of an interest in any such Asset, Buyer shall be obligated to convey that interest to that Third Party and the Parties shall proceed be entitled to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from consideration for the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as sale of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Assetthat interest.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers Seller shall use commercially its reasonable efforts efforts, but without any obligation to deliver written notices of the proposed transfer of incur any Asset cost or expense in connection therewith, to the holders of comply with all preferential rights right to purchase or similar rights provisions relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no prior to Closing. Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is preferential purchase rights are exercised or if the requisite period has elapsed without said right rights having been exercised. If a Third Party third party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, preferential right to purchase elects prior to the Initial Closing or Option Closing, as applicable, to purchase all or part of such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset interest or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and and, subject to Section 4.04, the Parties shall proceed to the Initial Closing or Option Closing. If any waiver of such preferential purchase rights is not obtained by Closing, as applicableand the aggregate Allocated Value of the Assets affected thereby exceeds 25% of the Purchase Price, then the Parties shall delay the Closing up to 30 days and use reasonable efforts to obtain such waivers. If following such extension, waivers of preferential purchase rights affecting Assets exceeding 25% of the Purchase Price remain un-obtained (by the Initial Closing passage of time or Option Closing, as applicableotherwise) either party may elect to terminate this Agreement. If the aggregate Allocated Value of such Assets does not exceed 25% of the Purchase Price, the time frame for the exercise of a Assets subject to such preferential purchase right has not expired and Sellers have not received written notice shall be conveyed to Buyer at Closing subject to such preferential right. If a third party elects to purchase all or a part of an intent not interest in any Property subject to exercise or a written waiver preferential right to purchase after the Closing Date, Buyer shall be obligated to convey said interest to such third party and shall be entitled to the consideration for the sale of the preferential purchase right (an “Outstanding Preferential Right”), the Asset such interest or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Assetthereof.

Preferential Rights to Purchase. In accordance with (a) On or before the third (3rd) Business Day following the execution of this Agreement and Agreement, Seller shall deliver notices of preferential purchase rights arising under the applicable Contractsagreements set forth in Schedule 10.1.13 to the holders thereof. Seller shall use the Buyer’s Allocations to provide any required preferential right to purchase notifications, based on the form of Preferential Rights Notice Letter attached hereto as Exhibit “F”. (b) If, prior to the Initial Closing or Option ClosingDate, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise holder of a preferential purchase right has not expired and Sellers have not received written notice of an intent not notifies Seller that it elects to exercise or a written waiver of its rights with respect to the Properties to which its preferential purchase right applies (determined by and in accordance with the agreement under which the preferential purchase right (an “Outstanding Preferential Right”arises), the Asset or part thereof Properties covered by that preferential purchase right will not be sold to the party originally executing this Agreement as “Buyer” (subject to the Outstanding Preferential Right will be eliminated from the Assetsremaining provisions in this Article), and the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto Buyer’s Allocations for such Properties if Buyer’s Allocations are positive numbers and increased by Buyer’s Allocations for such Properties if Buyer’s Allocations are negative numbers. Subject to Article 17, Buyer remains obligated to purchase the Parties remainder of the Properties not affected by exercised preferential rights to purchase. If for any reason, other than Seller’s breach, the purchase and sale of the Properties covered by the preferential purchase right which has been exercised by the holder thereof (a “Pref Right Transaction”) is not or cannot be consummated with the holder of the preferential purchase right, Seller shall proceed to so notify Buyer promptly, but no later than sixty (60) Days after the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exerciseand within ten (10) Business Days after Buyer’s receipt of such notice, Sellers Seller shall promptly sell, assign and convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, Buyer and Buyer shall pay the Allocated Value thereof purchase and accept from Seller such Properties pursuant to the terms of this Agreement and for the value allocated to such Properties in the Buyer’s Allocations (except “Closing Date” with respect to such Properties shall mean the date of assignment of such Properties from Seller to Buyer). (c) If on the Closing Date any preferential purchase right applicable to some (but not all) Properties has not been waived and the time to elect has not elapsed, such Properties affected thereby shall be excluded from the transactions under this Agreement and Closing with respect to the unaffected Properties shall proceed, and the Parties shall conduct one or more subsequent closings with respect to the Properties affected by such preferential purchase right if and when any such preferential purchase right has been waived or the time to elect has elapsed. If such preferential purchase right has not been waived and the time to elect has not elapsed, within sixty (60) Days after the Closing Date, the Properties affected thereby, automatically and without need to amend this Agreement, whereupon such properties shall be removed from this Agreement and interests the Parties shall have no longer further obligations to each other with respect to the same. (d) Any preferential purchase right must be deemed exercised subject to be an Excluded Assetall the terms and conditions of this Agreement, including the payment of the Performance Deposit upon exercise of the preferential purchase right and the successful Closing of this Agreement pursuant to Article 16.

Preferential Rights to Purchase. In accordance with this Agreement (a) With respect to each preferential purchase right, right of first refusal or similar right (each, a “Preferential Purchase Right”) in respect of the Assets and the applicable Contractstransactions contemplated hereby, Seller, prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset send to the holders holder of all preferential rights each such Preferential Purchase Right a notice, in compliance with the contractual provisions applicable to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(wsuch right. (b) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely electsIf, prior to the Initial Closing or Option Closing, as applicableany holder of a Preferential Purchase Right notifies Seller that it intends to consummate the purchase of the Asset to which its Preferential Purchase Right applies or if the time for exercising such Preferential Purchase Right has not expired, to purchase then such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will shall be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated excluded from the Assets pursuant to Section 4.08 be acquired by Buyer to the extent of the interest affected by the right, and the Base Purchase Price shall be deemed to be an Excluded reduced by the Allocated Value of such Asset. On Seller shall be entitled to all proceeds paid by a Person exercising a Preferential Purchase Right prior to the Closing. If such holder of such Preferential Purchase Right thereafter fails to consummate the purchase of the Asset covered by such Preferential Purchase Right on or before one hundred and twenty (120) days following the Closing Date or the time for exercising such Preferential Purchase Right expires without exercise by the holders thereof, then Seller will notify Buyer, and, subject to Buyer’s satisfaction that such Preferential Purchase Right has been waived or the time for exercising such right has expired and the satisfaction of the conditions of Closing set forth in Section 12.1 in connection with the acquisition of such Asset, Buyer shall purchase, on or before the Cure End Datedate that is ten (10) days following receipt of such notice such Asset from Seller, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to such Asset under the terms of this Agreement, whereupon Agreement for the Allocated Value of such properties and interests shall no longer be deemed to be an Excluded AssetAsset (as such Allocated Value is adjusted in accordance with Section 2.5 through the date of such purchase).

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers Seller shall use commercially reasonable efforts to deliver written notices Buyer’s good faith allocation of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as Purchase Price set forth in Schedule 6.01(w) (the Exhibit “Subject Preferential Rights”) (provided that no Seller shall be required A” to provide consideration, incur any expense or undertake obligations required preferential right to or for the benefit of the holders of the Subject Preferential Rights), and purchase notifications in connection with the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject hereby, using the form of Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Purchase Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option ClosingNotice Letter attached as Exhibit “J”. 3.1.1 If, as applicableof the Closing Date, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise a holder of a preferential purchase right (“PPR”) has not expired and Sellers have not received written notice of an intent not notified Seller that it elects to exercise or a written waiver of its PPR with respect to the preferential purchase right Properties to which its PPR applies (an “Outstanding Preferential Right”determined by and in accordance with the agreement in which the PPR arises), then the Asset or part thereof Properties covered by that PPR will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the Outstanding Preferential Right will be eliminated from the Assetsremaining provisions in this Article), and the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and value allocated to such Properties in Exhibit “A”. Buyer remains obligated to purchase the Parties shall proceed remainder of the Properties not affected by an exercised PPR or a PPR for which the time to exercise has not expired. Upon the consummation of the sale of any Properties to the Initial Closing or Option Closingholder of such preferential right, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 any such Properties shall be deemed for all purposes to be an constitute “Excluded Asset. On or before Properties”. 3.1.2 After the Cure End DateClosing, if an Outstanding Preferential Right for any reason the purchase and sale of the Properties covered by the PPR is not or cannot be consummated with the holder of the PPR that exercised its PPR or if the time for exercising the PPR expires without exerciseexercise by any holder of the PPR, Sellers Seller may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall promptly sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Properties pursuant to the properties terms of this Agreement and interests formerly for the value allocated to such Properties in Exhibit “A” (except the Closing Date with respect to such Properties will be the date of assignment of such Properties from Seller to Buyer). 3.1.3 If on the Closing Date any PPR applicable to some Properties has not been waived and the time to elect has not elapsed, Closing with respect to such Properties affected thereby shall proceed. If (i) the holder of a PPR validly exercises its preferential right to Buyerpurchase after the Closing, or (ii) the Parties inadvertently close on a Property subject to a PPR either without having provided the required notification to the holder of such PPR or without such holder having waived such PPR or the time for such holder to exercise such PPR having expired, and after closing on such Property, the holder of such PPR elects to exercise such PPR, then within ten (10) Business Days of (i) or (ii) above (x) Buyer and Seller shall execute such instruments as reasonably necessary to revoke, extinguish and/or rescind the original assignment of such affected Property(ies) to Buyer and/or re-convey such affected Properties to Seller, as appropriate (each hereinafter a “Rescission”), effective as of the Effective Time, (y) Seller shall cause an amount equal to (1) Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” attributable to such affected Property(ies) or, in the case of an affected Property that is not allocated a value in Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matter shall be an Arbitrable Dispute; (2) decreased by the amount of Operating Revenues attributable to such Properties after the Effective Time that are actually accounted for, collected or retained by Buyer; (3) increased by the Charges attributable to such Properties after the Effective Time that are paid or accounted for by Buyer; and (4) increased by the amount of taxes and assessments attributable to such Properties paid by Buyer, to be paid to Buyer in accordance with wire instructions to be provided by Buyer at least two (2) Business Days prior to the end of such ten (10) Business Day period and (z) any Properties in which the holder of a PPR validly exercises and acquires shall automatically, and without need to amend this Agreement, be deemed to constitute Excluded Properties for all purposes of this Agreement, and the Buyer shall have no further obligations with respect to such Excluded Properties. If for any reason the purchase and sale of such affected Property(ies) covered by the validly exercised PPR contemplated by this Article 3.1.3 is not or cannot be consummated with the holder of the PPR within ninety (90) Days after the Closing, Seller shall so notify Buyer within three (3) Business Days, and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall pay the Allocated Value thereof purchase and accept from Seller such Properties pursuant to the terms of this Agreement and for Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” (except “Closing Date” with respect to any such Properties shall mean the date of assignment of such Properties from Seller to Buyer). 3.1.4 Any PPR must be exercised subject to the terms and conditions of this Agreement, whereupon such properties and interests shall no longer be deemed including the payment to be Seller of a performance deposit in an Excluded Assetamount that corresponds to the percentage of the Purchase Price set forth in Article 2.4.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all 3.2.1 The Parties agree that those preferential purchase rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided 3.2 that no Seller shall be required are currently attributable to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and identified on such schedule with respect to such preferential purchase rights may be triggered by the transactions contemplated by this Agreement are expressly (collectively, the “Applicable Preferential Rights”). For each Property subject to any Applicable Preferential Right, except any Applicable Preferential Right held by Buyer or its Affiliates, Seller shall (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit “G”, or as HOUSTON 1139976v.13 otherwise mutually agreed, and (ii) comply in all validly existing other respects with the agreement under which the Applicable Preferential Right arises. If, prior to Closing, the holder of an Applicable Preferential Right notifies Seller that it elects to exercise its Applicable Preferential Right (in accordance with and applicable Subject determined by the agreement under which such Applicable Preferential Right arises), the Properties subject to such exercised Applicable Preferential Right shall be excluded from this Agreement and the Purchase Price shall be reduced by the value allocated to such Property in Exhibits “A-1”, “A-2”, or “A-3”. Buyer remains obligated to purchase the remainder of the Properties that are not affected by exercised Applicable Preferential Rights. Sellers Upon consummation of the sale of any Properties to the holder of such Applicable Preferential Right, any such Properties shall be deemed for all purposes to constitute Excluded Properties. 3.2.2 If on the Closing Date, any Applicable Preferential Right has not been waived in writing by the holder thereof or the time for such holder to exercise such Applicable Preferential Right has not expired, then (subject to Sections 15.2, 15.3 and 17.1) the Closing with respect to the Properties to which such Applicable Preferential Right applies shall proceed upon the mutual agreement of Seller and Buyer, so long as Seller’s notification to the holder of such Applicable Preferential Right was given at least thirty (30) Days prior to such Closing Date. 3.2.3 If the Parties do not reach a mutual agreement as contemplated in the prior paragraph, then the applicable Properties shall be deemed Excluded Properties and the Closing shall otherwise proceed. Thereafter, Seller shall promptly notify Buyer if any Subject the holder of the Applicable Preferential Right is exercised or if the requisite period has elapsed without said does not exercise such right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice expiration of such election prior to right, then within ten (10) Business Days after Buyer’s receipt of such Closingnotice, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closingconduct a second closing whereby Seller shall sell, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired assign and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof purchase and accept from Seller, such Property pursuant to the terms of this Agreement and for the value allocated to such Properties in Exhibits “A-1”, “A-2” or “A-3” (except “Closing Date” with respect to any such Property shall mean the date of assignment of such Property from Seller to Buyer), subject to any purchase price adjustments consistent with this Agreement. If for any reason the purchase and sale of the Properties covered by the Applicable Preferential Rights which have been exercised by the holder thereof are not or cannot be consummated with the holder of the Applicable Preferential Rights in accordance with the agreement under which the Applicable Preferential Right arises, or the holder of the Applicable Preferential Right is unable to satisfy the conditions to closing contained therein, Seller shall promptly notify Buyer and, if the Closing has not yet occurred, the affected Property shall be included in the Closing or, if the Closing has previously occurred, then within ten (10) Business Days after Buyer’s receipt of such notice, the Parties shall conduct an additional closing whereby Seller shall sell, assign and convey to Buyer, and Buyer shall purchase and accept from Seller, such Property pursuant to the terms of this Agreement and for the value allocated to such Properties in Exhibits “A-1”, “A-2” or “A-3” (except “Closing Date” with respect to any such Property shall mean the date of assignment of such Property from Seller to Buyer), subject to any Purchase Price adjustments consistent with this Agreement. HOUSTON 1139976v.13 3.2.4 If (i) the holder of an Applicable Preferential Right validly exercises its Applicable Preferential Right after the Closing or (ii) the Parties inadvertently close on a Property subject to a preferential purchase right that is not listed on Schedule 3.2 (a “PPR”), either without having provided the required notification to the holder of such Applicable Preferential Right or PPR (“Pref Holder”) or without such Pref Holder having waived such Applicable Preferential Right or PPR or the time for such Pref Holder to exercise such Applicable Preferential Right or PPR having expired, and (ii) after the closing on such Property, the Pref Holder elects to exercise, then Buyer shall convey such Property directly to the Pref Holder, and Buyer shall be entitled to receive the consideration for such Property to be paid by such Pref Holder directly from such Pref Holder; provided, however, that if such Pref Holder requires that the conveyance of such Property be made by Seller, then Buyer shall re-convey such Property to Seller in exchange for a refund from Seller of the Good Faith Allocation of such Property, and Seller shall then convey such Property to such Pref Holder and be entitled to retain the consideration for such Property paid by such Pref Holder, in each of the foregoing cases, subject to any purchase price adjustments consistent with this Agreement. 3.2.5 Any Applicable Preferential Right or PPR must be exercised subject to all the terms and conditions of this Agreement, whereupon including the payment to Seller of the Performance Deposit upon exercise of the Applicable Preferential Right or PPR. 3.2.6 For the avoidance of doubt, Third Party Claims relating to or arising out of Applicable Preferential Rights or PPRs to the extent related to (i) a Good Faith Allocation or (ii) Buyer’s agreement to proceed with Closing prior to receipt of a written waiver or expiration of an Applicable Preferential Right or PPR (any such properties Third Party Claim, a “PPR Claim”) shall not be a Seller Retained Liability but shall be the responsibility of Buyer (without regard to any deductibles or thresholds contained in this Agreement that may be otherwise applicable). Buyer releases Seller Group from and interests shall fully protect, defend, indemnify and hold harmless Seller Group from and against any and all PPR Claims, no longer be deemed matter whether arising before, on or after the Closing Date. This indemnity and defense obligation shall apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Seller Group, or any pre-existing defect. 3.2.7 Notwithstanding anything to be the contrary herein, Buyer will have no obligation to purchase any Property that was treated as an Excluded AssetProperty pursuant to Section 3.2.3 after the Cut-Off Date.

Preferential Rights to Purchase. In accordance (a) With respect to each preferential right to purchase, right of first refusal, or similar provisions relative to any Asset (each a “PPR”) within five (5) Business Days following the Execution Date, Seller shall send to the holder of each such PPR a notice in compliance with the contractual provisions applicable to such PPR requesting a waiver of such PPR. Unless otherwise provided in the instrument creating the PPR, such PPR must be exercised subject to all terms and conditions set forth in this Agreement and the applicable ContractsAgreement. Seller shall use reasonable efforts, but without any obligation to incur any additional cost or expense, to comply with all PPRs prior to the Initial Closing or Option Closing. From time to time, and in any event prior to the Closing, as applicable, Sellers Seller shall use commercially reasonable efforts to deliver written notices notify Buyer of the proposed transfer existence of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), known PPRs and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is PPRs are exercised or if the requisite period has elapsed without said right rights having been exercised. If . (b) If, as of the Closing Date, a Third Third-Party who holder of a PPR has been offered an interest in any Asset pursuant timely and properly notified Seller that it elects to a Subject Preferential Right timely elects, prior exercise its PPR with respect to the Initial Closing Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises) or Option Closingif the time for exercising such PPR has not expired, as applicable, to purchase then the Assets covered by such Asset pursuant PPR will not be sold to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, Party originally executing this Agreement as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right “Buyer” (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from remaining provisions in this Article) and the Assets, the Unadjusted Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and of such Assets. Subject to Buyer’s rights under Section 13.01(d), Buyer shall remain obligated to purchase the Parties shall proceed remainder of the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets to the Initial Closing or Option holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) Within ninety (90) days following the Closing, as applicable. Any Asset if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing (or portion thereof eliminated after Closing if the time for exercising such PPR had not expired prior to Closing) under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR or the time for exercising such PPR expires without exercise by the holder thereof, then Seller shall so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from the Seller such Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties terms of this Agreement and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay for the Allocated Value thereof of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer) as adjusted pursuant to Article XII with respect to such Assets. (d) All Assets for which any applicable PPR has been waived or as to which the period to exercise the applicable PPR has expired (and such PPR has not been exercised), in each case, prior to Closing shall be sold to Buyer at Closing pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Asset.

Preferential Rights to Purchase. In accordance (a) Seller and Buyer have agreed on a good faith allocation of a portion of the Purchase Price that is set forth on the Allocated Value Schedule and that Seller shall provide preferential right to purchase notifications to the Persons identified on Schedule 4.13 in connection with the transactions contemplated hereby using a notice letter in material compliance with the contract provisions applicable to each preferential right and otherwise substantially in the form of the PPR Notice Letter. As promptly as practicable after the Execution Date, but in any event no later than five (5) Business Days after the Execution Date, Seller shall deliver such notice letters to such Persons. Prior to the Closing, Buyer shall notify Seller of any Person that Buyer in good faith believes should have been identified on Schedule 4.13 upon execution of this Agreement and the applicable Contractsand, prior to the Initial Closing Seller shall deliver notice letters to any such Person or Option Closingany other Person that Seller determines should have been included on Schedule 4.13 upon execution of this Agreement, as applicable, Sellers which notice letters shall use commercially reasonable efforts be in material compliance with the contract provisions applicable to deliver written notices each preferential right and otherwise substantially in the form of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no PPR Notice Letter. Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if when Seller delivers any Subject Preferential Right is exercised such notice letter to any Person and upon reasonable request by Buyer, provide updates to Buyer regarding the status of each such preferential purchase right, including whether any response, exercise or if the requisite period has elapsed without said right having been exercised. If a Third Party who waiver has been offered an interest received. (b) Except as provided in Section 6.8(c), all Assets subject to PPRs shall be assigned to Buyer at Closing and there shall be no adjustment to the Purchase Price if, subsequent to Closing, any Asset pursuant such PPR is exercised, but Buyer shall be entitled to a Subject Preferential Right timely electsreceive all amounts payable by the holder thereof in connection with such exercise. (c) If, prior to the Initial Closing or Option Closing, as applicable, any holder of a PPR notifies Seller in response to a PPR Notice Letter that it intends to consummate the purchase such Asset pursuant of the Lease or Well subject to the aforesaid offerPPR, and Sellers receive written notice the exercise of such election prior to such Closing, preferential purchase right shall result in (i) the Asset interest in the Lease or part thereof so Well affected will be eliminated by the PPR and all other associated Assets being excluded from the Assets, Assets to be conveyed to Buyer at Closing and shall become an Excluded Asset and (ii) the Initial Purchase Price or Option Purchase Price, as applicable, will be being reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof Assets subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed PPR (on a proportionate basis to the Initial Closing extent the PPR applies to less than all of Seller’s right, title and interest in and to such Asset). (d) Each Party hereby gives, and shall cause its Affiliates to give, any Hard Consents or Option Closingother consents held by any Party, as applicable. Any Asset and hereby waives, and shall cause its Affiliates to waive, any PPRs held by such Party or portion thereof eliminated from its Affiliates, in each case with respect to the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Assettransactions contemplated hereby.

Preferential Rights to Purchase. In (a) With respect to each Preferential Purchase Right that is applicable to Contributor’s interest in the Assets and set forth on Schedule 5.1(d), or which Contributor discovers after the Execution Date, Contributor shall promptly, but in no event more than 5 Business Days after the Execution Date or such discovery, as applicable, send to the holder of each such Preferential Purchase Right a notice, in material compliance with the contractual provisions applicable to such Preferential Purchase Right. Upon request by Corporation, Contributor shall promptly provide a copy of such notice to Corporation. (b) If the holder of any such Preferential Purchase Right consummates the purchase of the Asset to which its Preferential Purchase Right applies (or portion(s) thereof) prior to Closing, then such Asset (or portion(s) thereof) shall be excluded from the Assets to be acquired by Corporation at Closing and will be an Excluded Asset (but only to the extent of the portion of such Asset affected by the Preferential Purchase Right) and the Consideration will be reduced by the Allocated Value of such Excluded Asset. Contributor shall promptly notify Corporation of the exercise of any Preferential Purchase Right and Contributor shall be entitled to all proceeds paid by any Person exercising a Preferential Purchase Right prior to the Closing. (c) If (i) the holder of any such Preferential Purchase Right notifies Contributor that it elects to consummate the purchase of the Asset to which its Preferential Purchase Right applies (in accordance with the terms and conditions under which such Preferential Purchase Right arises) but such purchase has not occurred prior to Closing, (ii) any holder thereof disputes in writing the validity of such notice of such Preferential Purchase Rights and such dispute is not resolved prior to Closing, or (iii) the time for exercising such Preferential Purchase Right has not expired prior to Closing and such Preferential Purchase Right is not waived, then such Asset (to the extent such Asset is affected by the Preferential Purchase Right) shall be excluded from the Assets to be acquired by Corporation at Closing and will be an Excluded Asset and, subject to the other terms of this Section 7.2, the Consideration will be reduced by the Allocated Value of such Excluded Asset. If (1) in the case of Clause (i), such holder of such Preferential Purchase Right thereafter fails to consummate the purchase of the Asset covered by such Preferential Purchase Right on or before 180 days following the Closing Date and such holder has no further right to consummate such purchase, (2) in the case of Clause (ii), such dispute is resolved on or before 180 days following the Closing Date and Contributor has the right to transfer such Excluded Asset to Corporation in accordance with this Agreement, free and clear of any Liability arising in connection such Preferential Purchase Right, or (3) in the case of Clause (iii), the time for exercising such Preferential Purchase Right expires without exercise by the holder of such Preferential Purchase Right, then Contributor will promptly notify Corporation and Corporation shall purchase such Excluded Asset from Contributor under the terms of this Agreement (via issuance and delivery of the applicable Contractsnumber of Partnership Common Units based on the Execution Date Per Share Value (together with a corresponding number of shares of Corporation Series A Preferred Stock in accordance with Section 2.2(b))) pursuant to an Assignment and at the Allocated Value (as adjusted in accordance Section 2.3) assigned to such Asset no later than 31 days following Corporation’s receipt of Contributor’s Notice and in accordance with the other terms of this Agreement. If the holder of the Preferential Purchase Right consummates the purchase of such Excluded Asset to which its Preferential Purchase Right applies after Closing, then such Excluded Asset will remain an Excluded Asset. (d) All Assets for which any applicable Preferential Purchase Right has been waived, or as to which the period to exercise the applicable Preferential Purchase Right has expired without exercise by the holder thereof, in each case, prior to the Initial Closing or Option Closing, as applicableshall be sold to Corporation at the Closing pursuant to the provisions of this Agreement. Notwithstanding anything to the contrary herein, Sellers shall use commercially reasonable efforts the Parties acknowledge and agree that Contributor desires to deliver written notices contribute all of the proposed transfer of any Asset to the holders of all preferential rights Assets and would not have entered into this Agreement but for Corporation’s agreement to purchase or similar rights relative to the sale of any all of the Assets as set forth in Schedule 6.01(wherein provided. Accordingly, it is expressly understood and agreed that Contributor shall not have any obligation of any kind to consummate the contribution, transfer, or conveyance of any Asset(s) (or any portion(s) thereof) to any holder of any Preferential Purchase Right applicable thereto (regardless of whether such holder has notified Contributor prior to the “Subject Preferential Rights”) (provided Closing Date that no Seller shall be required such holder intends to provide consideration, incur any expense or undertake obligations to or for consummate the benefit purchase of the holders Asset(s) to which its Preferential Purchase Right applies) unless and until the Closing of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest consummated in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to accordance with the terms and conditions of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Asset.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers Seller shall use commercially reasonable efforts to deliver written notices Buyer’s good faith allocation of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as Purchase Price set forth in Schedule 6.01(w) (the Exhibit “Subject Preferential Rights”) (provided that no Seller shall be required A” to provide consideration, incur any expense or undertake obligations required preferential right to or for the benefit of the holders of the Subject Preferential Rights), and purchase notifications in connection with the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject hereby, using the form of Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Purchase Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option ClosingNotice Letter attached as Exhibit “I”. 3.1.1 If, as applicableof the Closing Date, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise a holder of a preferential purchase right (“PPR”) has not expired and Sellers have not received written notice of an intent not notified Seller that it elects to exercise or a written waiver of its PPR with respect to the preferential purchase right Properties to which its PPR applies (an “Outstanding Preferential Right”determined by and in accordance with the agreement in which the PPR arises), then the Asset or part thereof Properties covered by that PPR will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the Outstanding Preferential Right will be eliminated from the Assetsremaining provisions in this Article), and the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and value allocated to such Properties in Exhibit “A”. Buyer remains obligated to purchase the Parties shall proceed remainder of the Properties not affected by an exercised PPR or a PPR for which the time to exercise has not expired. Upon the consummation of the sale of any Properties to the Initial Closing or Option Closingholder of such preferential right, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 any such Properties shall be deemed for all purposes to be an constitute “Excluded Asset. On or before Properties”. 3.1.2 After the Cure End DateClosing, if an Outstanding Preferential Right for any reason the purchase and sale of the Properties covered by the PPR is not or cannot be consummated with the holder of the PPR that exercised its PPR or if the time for exercising the PPR expires without exerciseexercise by any holder of the PPR, Sellers Seller may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall promptly sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Properties pursuant to the properties terms of this Agreement and interests formerly for the value allocated to such Properties in Exhibit “A” (except the Closing Date with respect to such Properties will be the date of assignment of such Properties from Seller to Buyer). 3.1.3 If on the Closing Date any PPR applicable to some Properties has not been waived and the time to elect has not elapsed, Closing with respect to such Properties affected thereby shall proceed. If (i) the holder of a PPR validly exercises its preferential right to Buyerpurchase after the Closing, or (ii) the Parties inadvertently close on a Property subject to a PPR either without having provided the required notification to the holder of such PPR or without such holder having waived such PPR or the time for such holder to exercise such PPR having expired, and after closing on such Property, the holder of such PPR elects to exercise such PPR, then within ten (10) Business Days of (i) or (ii) above (x) Buyer and Seller shall execute such instruments as reasonably necessary to revoke, extinguish and/or rescind the original assignment of such affected Property(ies) to Buyer and/or re-convey such affected Properties to Seller, as appropriate (each hereinafter a “Rescission”), effective as of the Effective Time, (y) Seller shall cause an amount equal to (1) Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” attributable to such affected Property(ies), or, in the case of an affected Property that is not allocated a value in Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matter shall be an Arbitrable Dispute; (2) decreased by the amount of Operating Revenues attributable to such Properties after the Effective Time that are actually accounted for, collected or retained by Buyer; (3) increased by the Charges attributable to such Properties after the Effective Time that are paid or accounted for by Buyer; and (4) increased by the amount of taxes and assessments attributable to such Properties paid by Buyer, to be paid to Buyer in accordance with wire instructions to be provided by Buyer at least two (2) Business Days prior to the end of such ten (10) Business Day period and (z) any Properties in which the holder of a PPR validly exercises and acquires shall automatically, and without need to amend this Agreement, be deemed to constitute Excluded Properties for all purposes of this Agreement, and the Buyer shall have no further obligations with respect to such Excluded Properties. If for any reason the purchase and sale of such affected Property(ies) covered by the validly exercised PPR contemplated by this Article 3.1.3 is not or cannot be consummated with the holder of the PPR within ninety (90) Days after the Closing, Seller shall so notify Buyer within three (3) Business Days, and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall pay the Allocated Value thereof purchase and accept from Seller such Properties pursuant to the terms of this Agreement and for Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” (except “Closing Date” with respect to any such Properties shall mean the date of assignment of such Properties from Seller to Buyer). 3.1.4 Any PPR must be exercised subject to the terms and conditions of this Agreement, whereupon such properties and interests shall no longer be deemed including the payment to be Seller of a performance deposit in an Excluded Assetamount corresponding to the percentage of the Purchase Price set forth in Article 2.4.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers (a) Seller shall use commercially reasonable efforts efforts, to deliver written comply with all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing, but without any obligation to incur or pay any costs, fees or payments other than costs customarily related to giving notices to PPR holders and consummating the exercise of PPRs prior to Closing. Prior to the Closing, Seller shall notify Buyer of the proposed transfer existence of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), known PPRs and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is PPRs are exercised or if the requisite period has elapsed without said right rights having been exercised. If . (b) If, as of the Closing Date, a Third Party who holder of a PPR has been offered an interest in any Asset pursuant timely and properly notified Seller that it elects to a Subject Preferential Right timely elects, prior exercise its PPR with respect to the Initial Closing or Option ClosingAssets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), as applicable, to purchase such Asset pursuant to then the aforesaid offer, and Sellers receive written notice of such election prior Assets covered by that PPR will be sold to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver holder of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof PPR subject to the Outstanding Preferential Right terms and conditions of this Agreement, and will not be eliminated from sold to the Assets, Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price will be reduced proportionately by the Allocated Value attributable thereto of such excluded Assets. Buyer shall remain obligated to purchase the remainder of the Assets not affected by an exercised PPR; provided, however, if the aggregate value of (1) the Assets excluded from the sale to Buyer by the exercise of such PPRs (as determined by the Allocated Values of such excluded Assets subject to exercised PPRs), and the Parties shall proceed (2) any Assets subject to a PPR that has not been exercised (whether due to the Initial PPR notice period or otherwise) exceeds twenty percent (20%) of the Unadjusted Purchase Price, then Buyer may terminate this Agreement by written notice to Seller prior to Closing or Option Closingwithout penalty. Upon the consummation of the sale of any Assets to the holder of such PPR, as applicable. Any Asset or portion thereof eliminated from the any such Assets pursuant to Section 4.08 shall be deemed for all purposes to be an constitute “Excluded Asset. On or before Assets”. (c) After the Cure End DateClosing, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey for any reason the properties purchase and interests formerly affected thereby to Buyer, effective as sale of the Effective TimeAssets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall pay the Allocated Value thereof purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). For the purpose of this Agreement, whereupon such properties the term “Business Day” means any calendar day excluding Saturdays, Sundays and interests shall no longer be deemed to be an Excluded Assetother days on which national banks are closed for business in Midland, Texas.

Preferential Rights to Purchase. In accordance with this Agreement and Seller shall use Buyer's Allocations to provide any required preferential right to purchase notifications as promptly as practicable after Buyer has furnished Buyer's Allocations, based on the applicable Contractsform of Preferential Purchase Right Notice Letter attached hereto as Exhibit "L". If, prior to the Initial Closing or Option ClosingDate, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise holder of a preferential purchase right has not expired and Sellers have not received written notice of an intent not notifies Seller that it elects to exercise or a written waiver of its rights with respect to the Properties to which its preferential purchase right applies (determined by and in accordance with the agreement in which the preferential purchase right (an “Outstanding Preferential Right”arises), the Asset or part thereof Properties covered by that preferential purchase right will not be sold to the Party originally executing this Agreement as "Buyer" (subject to the Outstanding Preferential Right will be eliminated from the Assetsremaining provisions in this Article), and the Purchase Price will be reduced proportionately by Buyer's Allocations for such Properties if Buyer's Allocations are positive numbers and increased by Buyer's Allocations for such Properties if Buyer's Allocations are negative numbers. Buyer remains obligated to purchase the remainder of the Properties not affected by exercised preferential rights to purchase. If for any reason, other than Seller's breach, the purchase and sale of the Properties covered by the Allocated Value attributable thereto and preferential purchase right is not or cannot be consummated with the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as holder of the Effective Timepreferential purchase right, Seller shall so notify Buyer promptly, but no later than thirty (30) Days after the date set forth in Article 17.1.4, and within ten (10) Business Days after Buyer's receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall pay the Allocated Value thereof purchase and accept from Seller such Properties pursuant to the terms of this Agreement and for the value allocated to such Properties in Buyer's Allocations (except "CLOSING DATE" with respect to such Properties shall mean the date of assignment of such Properties from Seller to Buyer). Any preferential purchase right must be exercised subject to all the terms and conditions of this Agreement, whereupon such properties and interests shall no longer be deemed including successful Closing of this Agreement pursuant to be an Excluded AssetArticle 16.

Preferential Rights to Purchase. In accordance (a) Sellers shall use reasonable efforts, but without any obligation to incur any additional cost or expense beyond postage or other reasonable transmittal expense, to comply with this Agreement and the applicable Contracts, all preferential right to purchase provisions relative to any Asset (“PPRs”) prior to the Initial Closing or Option Closing, as applicable. Prior to the Closing, Sellers shall use commercially reasonable efforts to deliver written notices notify Buyer of the proposed transfer existence of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), known PPRs and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is PPRs are exercised or if the requisite period has elapsed without said right rights having been exercised. If . (b) If, as of the Closing Date, a Third Party who holder of a PPR has been offered an interest in any Asset pursuant timely and properly notified Sellers that it elects to a Subject Preferential Right timely elects, prior exercise its PPR with respect to the Initial Closing or Option ClosingAssets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), as applicable, to purchase such Asset pursuant to then the aforesaid offer, and Sellers receive written notice of such election prior Assets covered by that PPR will be sold to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver holder of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof PPR subject to the Outstanding Preferential Right terms and conditions of this Agreement, and will not be eliminated from sold to the AssetsParty originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article), and the Unadjusted Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and of such Assets. Buyer shall remain obligated to purchase the Parties shall proceed remainder of the Assets not affected by an exercised PPR. Upon the consummation of the sale of any Assets to the Initial Closing or Option Closingholder of such PPR, as applicable. Any Asset or portion thereof eliminated from the any such Assets pursuant to Section 4.08 shall be deemed for all purposes to be an constitute “Excluded Asset. On or before Assets.” (c) After the Cure End DateClosing, if an Outstanding Preferential Right expires without exercisefor any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Sellers may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Sellers shall promptly sell, assign and convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, Buyer and Buyer shall pay the Allocated Value thereof purchase and accept from Sellers such Assets pursuant to the terms of this AgreementAgreement and for the Allocated Value of such Assets {1919007;4} - 20 - (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Sellers to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, whereupon such properties and interests Buyer shall no longer assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a PPR after the Closing Date, Buyer shall be deemed obligated to convey that interest to that Third Party and shall be an Excluded Assetentitled to the consideration for the sale of that interest.

Preferential Rights to Purchase. In accordance with Promptly after execution of this Agreement and ------------------------------- Agreement, Seller shall cause the applicable Contracts, prior Partnership to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts contact all third Persons who Seller reasonably believes may hold an enforceable Preferential Right to deliver written notices Purchase any Property that would be triggered by reason of the proposed transfer of any Asset Transaction. The Partnership shall provide such third Persons with the documentation required under existing agreements and allow them to the holders of all preferential rights determine whether or not they should exercise or waive such Preferential Right to purchase or similar rights relative Purchase. Seller shall provide reasonable advance notice to the sale of any Buyer of the Assets as set forth in Schedule 6.01(w) (Properties and interests therein for which third Persons may be given the “Subject opportunity to exercise Preferential Rights”) (provided that no Rights to Purchase, and Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit keep Buyer reasonably apprised of the holders status of dealings with such third Persons. If Buyer believes that any such third Person does not hold a valid Preferential Right to Purchase such Property that would be triggered by the Subject Transaction, Buyer must promptly provide Seller with notice of Buyer's objection to any proposed exercise of that Preferential Rights)Right to Purchase, and in such case, the Parties shall negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Preferential Rights to Purchase. Similarly, without affecting any other right of Buyer hereunder, if Buyer believes that other valid and enforceable Preferential Rights to Purchase exist that are not on the notices sent to Buyer by Seller, Buyer shall promptly send notice to Seller, and the transactions contemplated by this Agreement are expressly subject Parties shall negotiate in good faith to all validly existing and applicable Subject determine a mutually acceptable procedure for handling such questioned Preferential RightsRights to Purchase. Sellers shall promptly notify Buyer if Whenever any Subject third Person elects to exercise a Preferential Right is exercised or if to Purchase any Property, Seller shall provide Buyer with prompt notice, listing the requisite period has elapsed without said right having been exercisedinterest purchased and the amount received from such third Person. If a Third Party who has been offered In such an instance, the interest in any Asset pursuant such Property that is sold to such a Subject Preferential Right timely elects, prior to third Person before Closing shall be removed from the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offerOperating Assets, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Settlement Price or Option Purchase Price, as applicable, will shall be reduced proportionately by the Allocated Value attributable thereto to such interest, and in such case Seller shall indemnify the Partnership, the Subsidiaries and the Parties shall proceed Buyer against any Liabilities relating to such Property; if the Initial Closing or Option Closinginterest so removed is less than the Partnership's entire interest in the Property, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by then the Allocated Value attributable thereto of the Property shall be proportionately reduced in accordance with the formula set forth in Section 6.4(a). Seller shall use reasonable efforts to cause the Partnership to obtain the exercise or waiver before Closing of all Preferential Rights to Purchase; provided however, that if on the Closing Date any valid Preferential Right to Purchase should exist which shall not have been exercised or waived, and the Parties time for exercise of which has not yet passed, Buyer shall proceed obtain at Closing Seller's entire outstanding interest in the Property, subject to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding such Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective TimePurchase, and Buyer and Seller shall pay cooperate in good faith to honor such third Person's rights. In such case, if the Allocated Value thereof pursuant holder of such Preferential Right to Purchase should propose to exercise the same while it remains valid and enforceable as a result of the Transaction, then Buyer shall cause the Partnership to assign the affected interest to such third Person and Buyer, through the Partnerships and the Subsidiaries, shall be entitled to the terms proceeds attributable to the sale of this Agreementsuch interest to the third Person, whereupon and in such properties case Seller shall indemnify the Partnership, the Subsidiaries and interests shall no longer be deemed the Buyer against any Liabilities relating to be an Excluded Assetsuch Property, except during the period the Partnership is owned by Buyer and the Partnership own the Operating Assets.

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

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all (a) The Parties agree that those preferential purchase rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided 3.1 that no Seller shall be required are currently attributable to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and identified on such schedule with respect to such preferential purchase rights may be triggered by the transactions contemplated by this Agreement are expressly (collectively, the “Applicable Preferential Rights”). For each Purchased Asset subject to any Applicable Preferential Right, except any Applicable Preferential Right held by Purchaser or its Affiliates, Seller shall (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit F, or as otherwise mutually agreed, and (ii) comply in all validly existing other respects with the agreement under which the Applicable Preferential Right arises. If, prior to Closing, the holder of an Applicable Preferential Right notifies Seller that it elects to exercise its Applicable Preferential Right (in accordance with and applicable Subject determined by the agreement under which such Applicable Preferential Right arises), the Purchased Assets subject to such exercised Applicable Preferential Right shall become an Excluded Asset under this Agreement and the Purchase Price shall be reduced by the Good Faith Allocation of such Excluded Asset. Purchaser remains obligated to purchase the remainder of the Purchased Assets that are not affected by exercised Applicable Preferential Rights. Sellers Upon consummation of the sale of any Purchased Assets to the holder of such Applicable Preferential Right, any such Purchased Assets shall promptly notify Buyer if be deemed for all purposes to constitute Excluded Assets. (b) If on the Closing Date, any Subject Applicable Preferential Right is has not been waived in writing or exercised by the holder thereof or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant time for such holder to a Subject exercise such Applicable Preferential Right timely electshas not expired, then (subject to Sections 15.2, 15.3 and 17.1) the Closing with respect to the Purchased Assets to which such Applicable Preferential Right applies shall proceed on the Closing Date upon the mutual agreement of Seller and Purchaser; provided, however, that Seller agrees to notify the holders of the Applicable Preferential Rights at least thirty (30) Days prior to the Initial initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and Date. (c) If the Parties do not reach a mutual agreement as contemplated in the prior paragraph, then the applicable Purchased Assets shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the deemed Excluded Assets, the Purchase Price will shall be reduced proportionately by the Allocated Value attributable thereto Good Faith Allocation of such Excluded Assets and the Closing shall otherwise proceed. Thereafter, Seller shall promptly notify Purchaser if the holder of the Applicable Preferential Right does not exercise such right prior to the expiration of such right, and within ten (10) Business Days after Purchaser’s receipt of such notice the Parties shall proceed conduct a second closing whereby Seller shall sell, assign and convey to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective TimePurchaser, and Buyer Purchaser shall pay the Allocated Value thereof purchase and accept from Seller, such Purchased Asset pursuant to the terms of this Agreement, whereupon Agreement and for the Good Faith Allocation amount for which the Purchase Price was reduced at Closing with respect to such properties and interests Excluded Asset (except “Closing Date” with respect to any such Purchased Asset shall no longer be deemed mean the date of assignment of such Purchased Asset from Seller to be an Excluded Asset.Purchaser),

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices Buyer represents that it has made a ------------------------------- good faith allocation of the proposed transfer of any Asset Purchase Price to assets comprising the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets Properties, and such allocation as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller Exhibit "A" shall be required used by Seller to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rightsrequired preferential purchase right notifications. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely electsIf, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise a holder of a preferential purchase right has not expired and Sellers have not received written notice of an intent not notifies Seller that it intends to exercise its rights with respect to a Property to which its preferential purchase right applies (as determined in accordance with the agreement in which the preferential purchase right arises), the Property covered by said preferential purchase right shall be excluded from the Properties to be conveyed to Buyer, and the Purchase Price shall be reduced by the value allocated to said Property in Exhibit "A". Buyer acknowledges and agrees that Seller shall determine (in its sole judgment) the extent of the preferential purchase rights encumbering the Properties, and said determination shall be used by Seller to provide the preferential purchase right notifications. The form of notice shall be reviewed by Buyer, and Seller shall send out preferential purchase right notices by October 10, 1997, except with respect to those notices which must necessarily be given after other notices have been waived or a written waiver have expired. If the holder of the preferential purchase right (an “Outstanding Preferential Right”), fails to consummate the Asset or part thereof purchase of the Property subject to the Outstanding Preferential Right will be eliminated from the Assetspreferential purchase right, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties Seller shall proceed to the Initial Closing promptly notify Buyer. Within ten (10) Business Days after Buyer's receipt of such notice or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 whichever is later, Seller shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby sell to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to purchase from Seller, such Property under the terms of this AgreementAgreement for a price equal to the value allocated to such Property in Exhibit "A". Notwithstanding the foregoing, whereupon such properties and interests Buyer shall have no longer be deemed obligation under this Agreement or otherwise to be an Excluded Assetpurchase the Property if Buyer is not notified of the preferential purchase right holder's failure to consummate the purchase of the Property within ninety (90) Days following Closing.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior Buyer’s good faith allocation of values as set forth in Exhibit G shall be used to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices prepare an allocation of the proposed transfer of any Asset Purchase Price to the holders of all Assets that are subject to preferential rights to purchase or similar rights relative to the sale of any of the Assets as and will be set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no 3.07. Seller shall be required use its reasonable efforts to provide consideration, incur any expense or undertake obligations comply with all preferential right to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject purchase provisions relative to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant prior to a Subject Preferential Right timely electsthe Closing. If, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise a holder of a preferential purchase right notifies Seller that it intends to exercise its rights with respect to an Asset to which its preferential purchase right applies (as determined in accordance with the agreement in which the preferential purchase right arises) or the time for the exercise of such preferential right has not expired or the preferential right waived, the Asset covered by said preferential purchase right shall be excluded from the Assets to be conveyed to Buyer, and Sellers have not received written notice the Purchase Price shall be reduced by the value allocated to said Asset in Schedule 3.07. Buyer acknowledges and agrees that Seller shall determine (in its good faith judgment) the extent of an intent not the preferential purchase rights encumbering the Assets, and said determination shall be used by Seller to exercise or a written waiver provide the preferential purchase right notifications. If the holder of the preferential purchase right (an “Outstanding Preferential Right”), fails to consummate the purchase of the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assetspreferential purchase right, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties Seller shall proceed to the Initial Closing promptly notify Buyer. Within ten (10) Business Days after Buyer’s receipt of such notice or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 whichever is later, Seller shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby sell to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to purchase from Seller, such Asset under the terms of this AgreementAgreement for a price equal to the value allocated to such Asset in Schedule 3.07. Notwithstanding the foregoing, whereupon such properties and interests Buyer shall have no longer be deemed obligation under this Agreement or otherwise to be an Excluded Assetpurchase the Asset if Buyer is not notified of the preferential purchase right holder’s failure to consummate the purchase of the Asset within ninety (90) calendar days following Closing. Seller will use reasonable efforts to send out the applicable preferential right to purchase notices within five (5) Business Days after the date this Agreement is executed.

Preferential Rights to Purchase. In accordance Seller shall use its reasonable efforts to comply with this Agreement and the applicable Contracts, all preferential right to purchase provisions relative to any Asset prior to the Initial Closing or Option Closing, as applicable, Sellers . Seller shall use commercially determine (in its reasonable efforts to deliver written notices judgment) the extent of the proposed transfer of any Asset to the holders of all preferential purchase rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from encumbering the Assets, and said determination shall be used by Seller to provide the Initial Purchase Price or Option Purchase Pricepreferential purchase right notifications. If, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed (i) prior to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise a holder of a preferential purchase right notifies Seller that it intends to exercise its rights with respect to an Asset to which its preferential purchase right applies (as determined in accordance with the agreement in which the preferential purchase right arises), or (ii) the time period for exercising such preferential right has not expired prior to the Closing or been waived by the holder thereof, then, in each case, the Asset covered by said preferential purchase right shall be excluded from the Assets to be conveyed to Buyer, the Purchase Price shall be reduced by the Allocated Value of said Asset as set forth on attached Exhibit C, and Sellers have not received written notice of an intent not Seller shall be entitled to exercise retain all proceeds paid for the affected Asset by the Person exercising such preferential right to purchase or a written waiver similar right. If the holder of the preferential purchase right (an “Outstanding Preferential Right”), fails to consummate the purchase of the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assetspreferential purchase right, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties Seller shall proceed to the Initial Closing promptly notify Buyer. Within ten (10) calendar days after Buyer’s receipt of such notice or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 whichever is later, Seller shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby sell to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to purchase from Seller, such Asset under the terms of this AgreementAgreement for a price equal to the Allocated Value of such Asset as set forth on Exhibit C. Notwithstanding the foregoing, whereupon such properties Buyer shall have no obligation under this Agreement or otherwise to purchase the Asset if Buyer is not notified of the preferential purchase right holder’s failure to consummate the purchase of the Asset within ninety (90) calendar days following Closing. Subject to the last sentence of this Section 3.06, Seller will send out the applicable preferential right to purchase notices within five (5) business days after the date this Agreement is executed. In no event will Seller or any of its affiliates send any notices pursuant to this Section 3.06 until the earlier of (x) Buyer’s initial public announcement regarding this Agreement and interests shall no longer be deemed to be an Excluded Assetthe transactions contemplated hereby and (y) four (4) business days after the date this Agreement is executed.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers Seller shall use commercially reasonable efforts to deliver written notices Buyer’s good faith allocation of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as Purchase Price set forth in Schedule 6.01(w) (the Exhibit “Subject Preferential Rights”) (provided that no Seller shall be required A” to provide consideration, incur any expense or undertake obligations required preferential right to or for the benefit of the holders of the Subject Preferential Rights), and purchase notifications in connection with the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject hereby, using the form of Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Purchase Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option ClosingNotice Letter attached as Exhibit “J”. 3.1.1 If, as applicableof the Closing Date, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise a holder of a preferential purchase right (“PPR”) has not expired and Sellers have not received written notice of an intent not notified Seller that it elects to exercise or a written waiver of its PPR with respect to the preferential purchase right Properties to which its PPR applies (an “Outstanding Preferential Right”determined by and in accordance with the agreement in which the PPR arises), then the Asset or part thereof Properties covered by that PPR will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the Outstanding Preferential Right will be eliminated from the Assetsremaining provisions in this Article), and the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and value allocated to such Properties in Exhibit “A”. Buyer remains obligated to purchase the Parties shall proceed remainder of the Properties not affected by an exercised PPR or a PPR for which the time to exercise has not expired. Upon the consummation of the sale of any Properties to the Initial Closing or Option Closingholder of such preferential right, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 any such Properties shall be deemed for all purposes to be an constitute “Excluded Asset. On or before Properties”. 3.1.2 After the Cure End DateClosing, if an Outstanding Preferential Right for any reason the purchase and sale of the Properties covered by the PPR is not or cannot be consummated with the holder of the PPR that exercised its PPR or if the time for exercising the PPR expires without exerciseexercise by any holder of the PPR, Sellers Seller may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall promptly sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Properties pursuant to the properties terms of this Agreement and interests formerly for the value allocated to such Properties in Exhibit “A” (except the Closing Date with respect to such Properties will be the date of assignment of such Properties from Seller to Buyer). 3.1.3 If on the Closing Date any PPR applicable to some Properties has not been waived and the time to elect has not elapsed, Closing with respect to such Properties affected thereby shall proceed. If (i) the holder of a PPR validly exercises its preferential right to Buyerpurchase after the Closing, or (ii) the Parties inadvertently close on a Property subject to a PPR either without having provided the required notification to the holder of such PPR or without such holder having waived such PPR or the time for such holder to exercise such PPR having expired, and after closing on such Property, the holder of such PPR elects to exercise such PPR, then within ten (10) Business Days of (i) or (ii) above (x) Buyer and Seller shall execute such instruments as reasonably necessary to revoke, extinguish and/or rescind the original assignment of such affected Property(ies) to Buyer and/or re-convey such affected Properties to Seller, as appropriate (each hereinafter a “Rescission”), effective as of the Effective Time, (y) Seller shall cause an amount equal to (1) Buyer’s good faith allocation of the Purchase Price set forth in Exhibit “A” attributable to such affected Property(ies) or, in the case of an affected Property that is not allocated a value in Exhibit “A”, as may be mutually agreed by the Parties; provided that if no such agreement is reached, such matter shall be an Arbitrable Dispute; (2) decreased by the amount of Operating Revenues attributable to such Properties after the Effective Time that are actually accounted for, collected or retained by Buyer; (3) increased by the Charges attributable to such Properties after the Effective Time that are paid or accounted for by Buyer; and Buyer shall pay (4) increased by the Allocated Value thereof pursuant amount of taxes and assessments attributable to the terms of this Agreementsuch Properties paid by Buyer, whereupon such properties and interests shall no longer be deemed to be an Excluded Asset.paid to Buyer in accordance with wire instructions to be provided by Buyer at least two

Preferential Rights to Purchase. In accordance (a) After consultation with this Agreement Buyer, Seller shall use its reasonable efforts, but without any obligation to incur anything but nominal costs and the applicable Contractsexpenses in connection therewith, to comply with all preferential right to purchase provisions relative to any Asset prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices including those rights of the proposed transfer of any Asset preferential purchase identified on Schedule 4.07. (b) Prior to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Closing, Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is of such preferential purchase rights are exercised or if the requisite period has elapsed without said right such rights having been exercised. . (c) If a Third Party third party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, preferential right to purchase elects prior to the Initial Closing or Option Closing, as applicable, to purchase all or part of such Asset pursuant to the aforesaid offerAssets, and Sellers receive written notice the closing of such election prior to such Closingtransaction does occur on or before the Closing Date, then the Asset interest or part thereof so affected will be eliminated from the Assets, Assets and the Initial Purchase Price or Option Purchase Price, as applicable, will shall be reduced proportionately by the Allocated Value attributable thereto and of such Assets. If any such third party has elected to purchase all or a part of an interest in any Asset subject to a preferential right to purchase, but has failed to close the Parties shall proceed transaction by the Closing Date, then all of the Assets will be conveyed to Buyer at Closing, without adjustment to the Initial Purchase Price, and on the Closing Date, Buyer shall, as an Assumed Obligation, assume all duties, obligations and liabilities, of any kind or Option nature, arising from, out of, or in connection with, any enforceable preferential right to purchase that is outstanding, and, if exercised, Buyer shall receive the payment therefor and shall assign the affected portion of the Assets to the holder of such exercised preferential right to purchase. In addition, in the event an interest is offered by Seller pursuant to a preferential right to purchase for which notice has been given but the time period for response by the holder of such right extends beyond Closing, as applicable. If by such interest shall be conveyed to Buyer at the Initial Closing or Option Closing, as applicablewithout reduction to the Purchase Price, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof shall be subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as such preferential right of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Assetpurchase.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all (a) The Parties agree that those preferential purchase rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided 3.2 that no Seller shall be required are currently attributable to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights)(and depths, and if any) identified on such schedule with respect to such preferential purchase rights may be triggered by the transactions contemplated by this Agreement are expressly (collectively, the “Applicable Preferential Rights”). For each Property subject to any Applicable Preferential Right, except any Applicable Preferential Right held by Purchaser or its Affiliates, Seller shall (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit F, or as otherwise mutually agreed, and (ii) comply in all validly existing other respects with the agreement under which the Applicable Preferential Right arises. If, prior to Closing, the holder of an Applicable Preferential Right notifies Seller that it elects to exercise its Applicable Preferential Right (in accordance with and applicable Subject determined by the agreement under which such Applicable Preferential Right arises), the Properties subject to such exercised Applicable Preferential Right shall be excluded from this Agreement and the Purchase Price shall be reduced by the Good Faith Allocation of such Property subject to the Applicable Preferential Right. Purchaser remains obligated to purchase the remainder of the Properties that are not affected by exercised Applicable Preferential Rights. Sellers shall promptly notify Buyer if Upon consummation of the sale of any Subject such Properties to the holder of such Applicable Preferential Right, such Properties acquired by the holder of an Applicable Preferential Right is exercised or if shall be deemed for all purposes to constitute Excluded Properties. (b) If on the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in Closing Date, any Asset pursuant to a Subject Applicable Preferential Right timely electshas not been waived in writing or exercised by the holder thereof or the time for such holder to exercise such Applicable Preferential Right has not expired, then (subject to Sections 15.2, 15.3 and 17.1) the Closing with respect to the Properties to which such Applicable Preferential Right applies shall proceed on the Closing Date upon the mutual agreement of Seller and Purchaser, so long as Seller’s notification to the holder of such Applicable Preferential Right was given at least thirty (30) Days prior to the Initial initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and Date. (c) If the Parties do not reach a mutual agreement as contemplated in the prior paragraph, then the applicable Properties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assetsdeemed Excluded Properties, the Purchase Price will shall be reduced proportionately by the Allocated Value attributable thereto Good Faith Allocation of such Excluded Properties and the Closing shall otherwise proceed. Thereafter, Seller shall promptly notify Purchaser if the holder of the Applicable Preferential Right does not exercise such right prior to the expiration of such right, and within ten (10) Business Days after Purchaser’s receipt of such notice, the Parties shall proceed conduct a second closing whereby Seller shall sell, assign and convey to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective TimePurchaser, and Buyer Purchaser shall pay the Allocated Value thereof purchase and accept from Seller, such Property pursuant to the terms of this AgreementAgreement and for the Good Faith Allocation amount for which the Purchase Price was reduced at Closing with respect to such Excluded Property (except “Closing Date” with respect to any such Property shall mean the date of assignment of such Property from Seller to Purchaser), whereupon such properties and interests shall no longer be deemed to be an Excluded Asset.HOUSTON 1151220v.11

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all 3.2.1 The Parties agree that those preferential purchase rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided 3.2 that no Seller shall be required are currently attributable to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and identified on such schedule with respect to such preferential purchase rights may be triggered by the transactions contemplated by this Agreement are expressly (collectively, the “Applicable Preferential Rights”). For each Property subject to any Applicable Preferential Right, except any Applicable Preferential Right held by Buyer or its Affiliates, Seller shall (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit “G”, or as otherwise mutually agreed, and (ii) comply in all validly existing other respects with the agreement under which the Applicable Preferential Right arises. If, prior to Closing, the holder of an Applicable Preferential Right notifies Seller that it elects to exercise its Applicable Preferential Right (in accordance with and applicable Subject determined by the agreement under which such Applicable Preferential Right arises), the Properties subject to such exercised Applicable Preferential Right shall be excluded from this Agreement and the Purchase Price shall be reduced by the value allocated to such Property in Exhibits “A-1”, “A-2”, or “A-3”. Buyer remains obligated to purchase the remainder of the Properties that are not affected by exercised Applicable Preferential Rights. Sellers Upon consummation of the sale of any Properties to the holder of such Applicable Preferential Right, any such Properties shall promptly notify Buyer if be deemed for all purposes to constitute Excluded Properties. 3.2.2 If on the Closing Date, any Subject Applicable Preferential Right is exercised has not been waived in writing by the holder thereof or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant time for such holder to a Subject exercise such Applicable Preferential Right timely electshas not expired, prior then (subject to Sections 15.2, 15.3 and 17.1) the Closing with respect to the Initial Closing or Option ClosingProperties to which such Applicable Preferential Right applies shall proceed upon the mutual agreement of Seller and Buyer, so long as applicable, to purchase such Asset pursuant Seller’s notification to the aforesaid offer, and Sellers receive written notice holder of such election Applicable Preferential Right was given at least thirty (30) Days prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and Closing Date. 3.2.3 If the Parties shall proceed to do not reach a mutual agreement as contemplated in the Initial Closing or Option Closingprior paragraph, as then the applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Asset.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior Prior to the Initial Closing or Option Closing, as applicable, Sellers Seller shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of comply with all preferential rights to purchase or similar rights relative to the sale of any of the Assets Properties as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (5(a), provided that no Seller shall not be required to provide consideration, incur any expense consideration or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), Rights to Purchase. In accordance with this Agreement and the transactions contemplated applicable Contracts, Seller shall deliver by this Agreement are expressly certified mail return receipt requested written notices of the proposed transfer of any Properties subject to all validly existing and applicable Subject the Preferential RightsRights to Purchase to the holders of such rights. Sellers Seller shall promptly notify Buyer if any Subject Preferential Right is Rights to Purchase are exercised or if the requisite period has elapsed without said right rights having been exercised. If a Third Party who has been offered an interest in any Asset Property or Properties pursuant to a Subject Preferential Right timely to Purchase elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset Property or Properties pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, then the Asset Property or Properties or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of deemed an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Excluded Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto thereto, and (subject to the other terms of this Agreement) the Parties shall proceed to the Initial Closing or Option Closing. If, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective TimeClosing Date, no waiver, consent or exercise notice has been received by Seller from the holder of a Preferential Right to Purchase and the time for exercising such Preferential Right to Purchase has not expired, then the Properties covered by the Preferential Right to Purchase will remain with Seller as Excluded Assets and the Purchase Price shall be adjusted by the Allocated Values of such Properties (or portions thereof). Upon the expiration of such Preferential Right to Purchase, to the extent such Preferential Right to Purchase has not been exercised, the Properties (or portions thereof) covered by such Preferential Right to Purchase shall be assigned to Buyer using a form of assignment substantially similar to the Assignment, and Buyer shall pay the Allocated Value thereof pursuant to Seller an amount equal to the terms of this AgreementPurchase Price adjustment referenced in the immediately foregoing sentence, whereupon such properties and interests shall no longer be deemed subject to be an Excluded Assetany adjustments for Title Defects.

Preferential Rights to Purchase. In accordance with Promptly after execution of this Agreement and Agreement, Seller shall cause the applicable Contracts, prior Partnership to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts contact all third Persons who Seller reasonably believes may hold an enforceable Preferential Right to deliver written notices Purchase any Property that would be triggered by reason of the proposed transfer of any Asset Transaction. The Partnership shall provide such third Persons with the documentation required under existing agreements and allow them to the holders of all preferential rights determine whether or not they should exercise or waive such Preferential Right to purchase or similar rights relative Purchase. Seller shall provide reasonable advance notice to the sale of any Buyer of the Assets as set forth in Schedule 6.01(w) (Properties and interests therein for which third Persons may be given the “Subject opportunity to exercise Preferential Rights”) (provided that no Rights to Purchase, and Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit keep Buyer reasonably apprised of the holders status of dealings with such third Persons. If Buyer believes that any such third Person does not hold a valid Preferential Right to Purchase such Property that would be triggered by the Subject Transaction, Buyer must promptly provide Seller with notice of Buyer's objection to any proposed exercise of that Preferential Rights)Right to Purchase, and in such case, the Parties shall negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Preferential Rights to Purchase. Similarly, without affecting any other right of Buyer hereunder, if Buyer believes that other valid and enforceable Preferential Rights to Purchase exist that are not on the notices sent to Buyer by Seller, Buyer shall promptly send notice to Seller, and the transactions contemplated by this Agreement are expressly subject Parties shall negotiate in good faith to all validly existing and applicable Subject determine a mutually acceptable procedure for handling such questioned Preferential RightsRights to Purchase. Sellers shall promptly notify Buyer if Whenever any Subject third Person elects to exercise a Preferential Right is exercised or if to Purchase any Property, Seller shall provide Buyer with prompt notice, listing the requisite period has elapsed without said right having been exercisedinterest purchased and the amount received from such third Person. If a Third Party who has been offered In such an instance, the interest in any Asset pursuant such Property that is sold to such a Subject Preferential Right timely elects, prior to third Person before Closing shall be removed from the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offerOperating Assets, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Settlement Price or Option Purchase Price, as applicable, will shall be reduced proportionately by the Allocated Value attributable thereto to such interest, and in such case Seller shall indemnify the Partnership, the Subsidiaries and the Parties shall proceed Buyer against any Liabilities relating to such Property; if the Initial Closing or Option Closinginterest so removed is less than the Partnership's entire interest in the Property, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by then the Allocated Value attributable thereto of the Property shall be proportionately reduced in accordance with the formula set forth in Section 6.4(a). Seller shall use reasonable efforts to cause the Partnership to obtain the exercise or waiver before Closing of all Preferential Rights to Purchase; provided however, that if on the Closing Date any valid Preferential Right to Purchase should exist which shall not have been exercised or waived, and the Parties time for exercise of which has not yet passed, Buyer shall proceed obtain at Closing Seller's entire outstanding interest in the Property, subject to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding such Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective TimePurchase, and Buyer and Seller shall pay cooperate in good faith to honor such third Person's rights. In such case, if the Allocated Value thereof pursuant holder of such Preferential Right to Purchase should propose to exercise the same while it remains valid and enforceable as a result of the Transaction, then Buyer shall cause the Partnership to assign the affected interest to such third Person and Buyer, through the Partnerships and the Subsidiaries, shall be entitled to the terms proceeds attributable to the sale of this Agreementsuch interest to the third Person, whereupon and in such properties case Seller shall indemnify the Partnership, the Subsidiaries and interests shall no longer be deemed the Buyer against any Liabilities relating to be an Excluded Assetsuch Property, except during the period the Partnership is owned by Buyer and the Partnership own the Operating Assets.

Preferential Rights to Purchase. In accordance (a) Seller shall use its reasonable efforts to comply with this Agreement and all preferential right to purchase provisions relative to any Property prior to Closing, using the applicable Contracts, Allocated Value of the affected Property. (b) At least five Business Days prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if of whether any Subject Preferential Right is preferential purchase rights have been exercised or if the requisite period has elapsed without said right rights having been exercised. All preferential rights notices shall be on a form mutually acceptable to both Seller and Buyer. Concurrent with the issuance of said preferential rights notices, Seller, as to properties in which Sell is currently operator, and on a best efforts basis will solicit votes from non-operators to have Buyer elected as successor operator effective on the Closing Date. (c) If a Third Party third party who has been offered an interest in any Asset Property pursuant to a Subject Preferential Right timely elects, preferential right to purchase elects prior to the Initial Closing or Option Closing, as applicable, to purchase all or part of such Asset Property pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset interest or part thereof so affected will be eliminated from the Assets, Assets and the Initial Purchase Price or Option Purchase Price, as applicable, will shall be reduced proportionately adjusted by the Allocated Value attributable thereto of such interest or part thereof. (d) If the requisite time period has elapsed and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise no notice has been received from any holder of a preferential purchase right, the applicable Property shall be conveyed to Buyer at Closing in accordance with the terms hereof. (e) With respect to any Property for which notice has been given but the time period for response by the holder of such preferential right has not expired and Sellers have not received written notice extends beyond Closing, the interest offered as aforesaid shall be conveyed to Buyer at Closing subject to any preferential right of any third party. If any such third party elects to purchase all or a part of an intent not interest in any Property subject to exercise or a written waiver preferential right to purchase after the Closing Date, Buyer shall be obligated to convey said interest to such third party and shall be entitled to the consideration for the sale of the preferential purchase right (an “Outstanding Preferential Right”), the Asset such interest or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Assetthereof.

Preferential Rights to Purchase. In accordance (a) After consultation with this Agreement Buyer, Seller shall use its reasonable efforts, but without any obligation to incur anything but reasonable costs and the applicable Contractsexpenses in connection therewith, to comply with all preferential right to purchase provisions relative to any Asset prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices including those rights of the proposed transfer of any Asset preferential purchase identified on Schedule 4.06. (b) Prior to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Closing, Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is of such preferential purchase rights are exercised or if the requisite period has elapsed without said right such rights having been exercised. . (c) If a Third Party third party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, preferential right to purchase elects prior to the Initial Closing or Option Closing, as applicable, to purchase all or part of such Asset pursuant to the aforesaid offerAsset, and Sellers receive written notice the closing of such election prior to such Closingtransaction occurs on or before the Closing Date, then the Asset or part thereof so affected will be eliminated from the Assets, Assets and the Initial Purchase Price or Option Purchase Price, as applicable, will shall be reduced proportionately by the Allocated Value attributable thereto and of such Asset. If (i) any such third party has elected to purchase all or a part of an interest in any Asset subject to a preferential right to purchase, but has failed to close the Parties shall proceed transaction by the Closing Date or (ii) an interest is offered by Seller pursuant to a preferential right to purchase for which notice has been given but the Initial Closing or Option time period for response by the holder of such right extends beyond the Closing, as applicable. If by the Initial Closing or Option Buyer may elect, at any time prior to three business days before Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), exclude the Asset or part thereof subject affected by such preferential right and to the Outstanding Preferential Right will be eliminated from the Assets, reduce the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto of the affected Asset. If Buyer excludes the Asset affected by such preferential right, and the Parties shall proceed holder of the preferential right fails to exercise such right or exercises such right but fails to close within ninety (90) days after the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers Seller shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as notify Buyer of the Effective Time, such failure and Buyer shall pay the Allocated Value thereof within thirty (30) days after its receipt of such notice require that Seller tender such Asset to Buyer for purchase pursuant to the terms hereof at the Allocated Value of this Agreement, whereupon the affected Assets and the Buyer shall purchase such properties and interests shall no longer be deemed to be an Excluded AssetAsset on all such terms.

Preferential Rights to Purchase. In accordance with this Agreement (a) For each Property subject to any Preferential Right, except any Preferential Right held by Purchaser or its Affiliates, Seller shall (i) within five (5) Business Days after the receipt in full of the Performance Deposit provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the applicable Contractsform of Preferential Right Notice Letter attached hereto as Exhibit F, or as otherwise mutually agreed, and (ii) comply in all other respects with the agreement under which the Preferential Right arises. If, prior to Closing (A) the Initial Closing holder of a Preferential Right notifies Seller that it elects to exercise its Preferential Right (in accordance with and determined by the agreement under which such Preferential Right arises), or Option Closing(B) the time period in which the holder of a Preferential Right has the right to exercise such Preferential Right has not yet expired and such holder has not waived such Preferential Right, as applicablethen, Sellers shall use commercially reasonable efforts in each case, the Properties subject to deliver written notices of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject such Preferential Rights”) (provided that no Seller Right shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by excluded from this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the AssetsAgreement, the Purchase Price will shall be reduced proportionately adjusted by the Allocated Value attributable thereto Good Faith Allocation of such Properties subject to the Preferential Right and, subject to Section 3.2(b) below, such Properties so excluded shall become Excluded Assets for all purposes hereunder. Subject to Sections 15.2, 15.3 and 17.1, Purchaser remains obligated to purchase the remainder of the Properties that are not affected by such Preferential Rights. (b) With respect to any Preferential Right described in Section 3.2(a)(A) or Section 3.2(a)(B) above (i) if for any reason the purchase and sale of the Properties covered by such Preferential Right is not or cannot be consummated with the holder of such Preferential Right in accordance with the agreement under which such Preferential Right arises, or the holder of the Preferential Right is unable to satisfy the conditions to closing contained therein, or (ii) the period in which to exercise such Preferential Right has expired without the exercise thereof, then, in each case, Seller shall promptly notify Purchaser and, if the Closing has not yet occurred, the affected Property shall be included in the Closing, or, if less than forty-five (45) Days has elapsed since the Closing Date, then within ten (10) Business Days after Purchaser’s receipt of such notice, the Parties shall proceed conduct an additional closing whereby Seller shall sell, assign and convey to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective TimePurchaser, and Buyer Purchaser shall pay purchase and accept from Seller, the Allocated Value thereof applicable Properties pursuant to the terms of this Agreement and for the Good Faith Allocation amount by which the Purchase Price was adjusted at the initial Closing with respect to such Properties (subject to any purchase price adjustments consistent with this Agreement), except the “Closing Date” with respect to any such Property shall mean the date of assignment of such Property from Seller to Purchaser. (c) Any Preferential Right must be exercised subject to all the terms and conditions of this Agreement, whereupon including the payment to Seller of a pro rata portion of the Performance Deposit upon exercise of the Preferential Right. (d) Third Party Claims relating to or arising out of Preferential Rights listed on Schedule 3.2, to the extent and only to the extent related to a Good Faith Allocation, shall not be a Seller Retained Liability but shall be the responsibility of Purchaser (without regard to any deductibles or thresholds contained in this Agreement that may be otherwise applicable). Purchaser (on behalf of Purchaser Group and their successors and assigns) releases Seller Group, and shall fully protect, defend, indemnify and hold harmless Seller Group, from and against any and all such properties and interests Claims, no matter whether arising before, on or after the Closing Date. These indemnity obligations set forth in this Section 3.2(d) shall no longer be deemed to be an Excluded Assetapply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence or gross negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Seller Group, or any pre-existing defect.

Preferential Rights to Purchase. In accordance (a) After consultation with this Agreement Buyer, Seller shall use its reasonable efforts, but without any obligation to incur anything but reasonable costs and the applicable Contractsexpenses in connection therewith, to comply with all preferential right to purchase provisions relative to any Asset prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices including those rights of the proposed transfer of any Asset preferential purchase identified on Schedule 4.06. (b) Prior to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Closing, Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is of such preferential purchase rights are exercised or if the requisite period has elapsed without said right such rights having been exercised. . (c) If a Third Party third party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, preferential right to purchase elects prior to the Initial Closing or Option Closing, as applicable, to purchase all or part of such Asset pursuant to the aforesaid offerAssets, and Sellers receive written notice the closing of such election prior to such Closingtransaction does occur on or before the Closing Date, then the Asset interest or part thereof so affected will be eliminated from the Assets, Assets and the Initial Purchase Price or Option Purchase Price, as applicable, will shall be reduced proportionately by the Allocated Value attributable thereto and of such Assets. If any such third party has elected to purchase all or a part of an interest in any Asset subject to a preferential right to purchase, but has failed to close the Parties shall proceed transaction by the Closing Date, then all of the Assets will be conveyed to Buyer at Closing, without adjustment to the Initial Purchase Price, and on the Closing Date Buyer shall, as an Assumed Obligation, assume all duties, obligations, and liabilities, of any kind or Option nature, arising from, out of, or in connection with, any enforceable preferential right to purchase that is outstanding, and, if exercised, Buyer shall receive the payment therefor and shall assign the affected portion of the Assets to the holder of such exercised preferential right to purchase. In addition, in the event an interest is offered by Seller pursuant to a preferential right to purchase for which notice has been given but the time period for response by the holder of such right extends beyond Closing, as applicable. If by such interest shall be conveyed to Buyer at the Initial Closing or Option Closing, as applicablewithout reduction to the Purchase Price, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof shall be subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as such preferential right of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Assetpurchase.