Common use of Consents; Restriction on Assignment Clause in Contracts

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Assets (herein called a “Restriction”), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “Restriction Asset”) pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each of the applicable Parties that were involved with the conveyance of a Restriction Asset agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as a “Restriction Asset” shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Asset exists, the applicable Party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other Party with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the Party to whom the applicable South Texas Assets were intended to be conveyed (the “Beneficial Owner”) with respect to such portion of the South Texas Assets (herein called a “Restriction”), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “Restriction Asset”) pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each of the applicable Parties that were involved with the conveyance of a Restriction Asset agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as a “Restriction Asset” shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Asset exists, the applicable Party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other Party with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Mont Belvieu Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL MBLLC to whom the applicable South Texas Mont Belvieu Assets were intended to be conveyed with respect to such portion of the South Texas Mont Belvieu Assets (herein called a “Restriction”), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Mont Belvieu Assets (herein called the “Restriction Asset”) pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each of the applicable Parties that were involved with the conveyance of a Restriction Asset agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Mont Belvieu Assets as a “Restriction Asset” shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Mont Belvieu Assets. In the event that any Restriction Asset exists, the applicable Party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other Party with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the Party to whom the applicable South Texas Assets were intended to be conveyed (the "Beneficial Owner") with respect to such portion of the South Texas Assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “"Restriction Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Effective TimeTime (in the appropriate order indicated by Section 8.1), without further action on the part of any Party. Each of the applicable Parties that were involved with the conveyance of a Restriction Asset agree to use their commercially reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as a “"Restriction Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Asset exists, the applicable Party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed and to otherwise use its commercially reasonable best efforts to provide such other Party with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time. Furthermore, in such event the applicable Party to whom such Restriction Asset was intended to be conveyed agrees to assume such liabilities and perform such obligations relating to such Restriction Asset as if it had been conveyed at the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more portions of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate MEA's rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Assets (herein called a “Restriction”"RESTRICTION"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “Restriction Asset”"RESTRICTION-ASSET") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Timedate of this Agreement, without further action on the part of any PartyMEA or MarkWest. Each of the applicable Parties that were involved with the conveyance of a Restriction Asset MarkWest and OLP agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of themon a timely basis. The description of any portion of the South Texas Assets as a “Restriction Asset” Restriction-Asset shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Restriction-Asset exists, the applicable Party MarkWest agrees to continue to hold such Restriction Restriction-Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed MEA and to otherwise use its reasonable best efforts to provide such other Party OLP with the benefits thereof, and the party holding such Restriction Asset MarkWest will enter into other agreements, or take such other action as it may deem deems necessary, in order to help ensure that OLP has all of the applicable Party to whom such Restriction Asset was intended to be conveyed has the assets Assets and concomitant rights necessary to enable operate the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to the Effective TimeBusiness.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more portions of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate the Operating Partnership’s rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Assets (herein called a “Restriction”), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “Restriction Restriction-Asset”) pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of the Operating Partnership or the Company. If any Party. Each such Restriction is not satisfied or waived within 21 years after the death of the applicable Parties that were involved with last to die of all descendants of Xxxxxx X. Xxxxxxx, the conveyance father of a the late President of the United States of America, who are living as of the Effective Time, and such Restriction Asset continues to apply, the transfer to the Operating Partnership of the Restriction-Asset, if any, affected by such Restriction shall be null and void. The Company and the Operating Partnership agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of themon a timely basis. The description of any portion of the South Texas Assets as a “Restriction Restriction-Asset” shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Restriction-Asset exists, the applicable Party Company agrees to continue to hold such Restriction Restriction-Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed Operating Partnership and to otherwise use its reasonable best efforts to provide such other Party the Operating Partnership with the benefits thereof, and the party holding such Restriction Asset Company will enter into other agreements, or take such other action as it may deem deems necessary, in order to help ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed Operating Partnership has the assets and concomitant rights necessary to enable the applicable Party it to operate such Restriction Asset the Assets contributed to the Operating Partnership in all material respects as it was operated prior to described in the Effective TimeProspectus contained in and made a part of the Registration Statement on Form S-l (Registration No. 33-43425) filed by the Partnership with the United States Securities and Exchange Commission.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more portions of the South Texas Assets Subject Property without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate Grantee’s rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Assets Subject Property (herein called a “Restriction”), then any provision contained in this Agreement Conveyance to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets Subject Property (herein called the “Restriction AssetRestriction-Subject Property”) pursuant to this Agreement Conveyance shall not become effective unless and until such Restriction is satisfied, waived or no longer appliesapplies . When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Asset Restriction-Subject Property subject thereto shall become effective automatically as of the Effective Timedate hereof, without further action on the part of Grantee or Grantor. If any Party. Each such Restriction is not satisfied or waived within 21 years after the death of the applicable Parties that were involved with last to die of all descendants of Xxxxxx X. Xxxxxxx, father of the conveyance late President of a the United States of America, who are living on the date this Conveyance is executed, as reflected below, and such Restriction Asset continues to apply, the transfer to Grantee of the Restriction-Subject Property, if any, affected by such Restriction shall be null and void. Grantor and Grantee agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of themRestriction. The description of any portion of the South Texas Assets Subject Property as a “Restriction AssetRestriction-Subject Property” shall not be construed as an admission that any Restriction exists Restrictions exist with respect to the transfer of such portion of the South Texas AssetsSubject Property. In the event that any Restriction Asset Restriction-Subject Property exists, the applicable Party Grantor agrees to continue to hold such Restriction Asset Restriction-Subject Property in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed Grantee and to otherwise use its reasonable best efforts to provide such other Party Grantee with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the Party to whom the applicable South Texas Assets were intended to be conveyed (the "Beneficial Owner") with respect to such portion of the South Texas Assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “"Restriction Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each of the applicable Parties that were involved with the conveyance of a Restriction Asset agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as a “"Restriction Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Asset exists, the applicable Party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other Party with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance assignment of one or more portions of the South Texas Assets assets contributed pursuant to Sections 2.1 and 2.2 without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which that are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate the MLP's or GP Inc.'s rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Assets contributed assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets contributed assets (herein called the “Restriction "Restriction-Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Timedate of this Agreement, without further action on the part of any Party. Each the MLP, GP Inc., TEPPCO or either of the applicable Parties that were involved with the conveyance of a Restriction Asset agree OLPs and TEPPCO agrees to use their its reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as on a “Restriction Asset” shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assetstimely basis. In the event that any Restriction Restriction-Asset exists, the applicable Party TEPPCO agrees to continue to hold such Restriction Restriction-Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed assignee, the MLP or GP Inc., as the case may be, and to otherwise use its reasonable best efforts to provide such other Party the assignee with the benefits thereof, and the party holding such Restriction Asset TEPPCO will enter into other agreements, or take such other action as it may deem reasonably necessary, in order to help ensure that such assignee is entitled to the applicable Party to whom such Restriction Asset was intended to be conveyed has benefits of the contributed assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to of the Effective Timedate of this Agreement.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more portions of the South Texas Excluded Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate WBE LLC's rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Excluded Assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Excluded Assets (herein called the “Restriction "Restriction-Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each WBE LLC or either of the applicable Parties that were involved with the conveyance of a Restriction Asset Terminals LP. Terminals LP and WBE LLC agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of themon a timely basis. The description of any portion of the South Texas Excluded Assets as a “Restriction "Restriction-Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Excluded Assets. In the event that any Restriction Restriction-Asset exists, the applicable Party Terminals LP agrees to continue to hold such Restriction Restriction-Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed WBE LLC and to otherwise use its reasonable best efforts to provide such other Party WBE LLC with the benefits thereof, and the party holding such Restriction Asset Terminals LP will enter into other agreements, or take such other action as it may deem necessary, in order to help ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed WBE LLC has the assets and concomitant rights necessary to enable the applicable Party it to operate such Restriction Asset the Excluded Assets contributed to WBE LLC in all material respects as it was they were operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Assets matters conveyed in this Agreement without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the Party to whom the applicable South Texas Assets matters were intended to be conveyed (the "Beneficial Owner") with respect to such portion of the South Texas Assets such matters (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets such matters (herein called the “"Restriction Asset”Matter") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Asset Matter subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each of the applicable Parties that were involved with the conveyance of a Restriction Asset Matter agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset Matter conveyed by or acquired by any of them. The description of any portion of the South Texas Assets such matters as a “"Restriction Asset” Matter" shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assetssuch matters. In the event that any Restriction Asset Matter exists, the applicable Party agrees to continue to hold such Restriction Asset Matter in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset Matter was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other Party with the benefits thereof, and the party holding such Restriction Asset Matter will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Asset Matter was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset Matter in all material respects as it was operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Conveyed Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a material breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the party to whom the applicable South Texas Assets assets were intended to be conveyed (the "Beneficial Owner") with respect to such portion of the South Texas Conveyed Assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Conveyed Assets (herein called the “"Restriction Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Partyparty to this Agreement. Each of the applicable Parties parties to this Agreement that were involved with the conveyance of a Restriction Asset agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Conveyed Assets as a “"Restriction Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Conveyed Assets. In the event that any Restriction Asset exists, the applicable Party party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other Party party with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time.

Consents; Restriction on Assignment. If Notwithstanding anything to the contrary, if there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the Party to whom the applicable South Texas Assets were intended to be conveyed (the “Beneficial Owner”) with respect to such portion of the South Texas Assets (herein called a “Restriction”), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “Restriction Asset”) pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each of the applicable Parties that were is involved with the conveyance of a Restriction Asset agree agrees to use their commercially reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as a “Restriction Asset” shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Asset exists, the applicable Party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed and to otherwise use its commercially reasonable best efforts to provide such other Party with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time. Furthermore, in such event the applicable Party to whom such Restriction Asset was intended to be conveyed agrees to assume such liabilities and perform such obligations relating to such Restriction Asset as if it had been conveyed at the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Conveyed Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a material breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the party to whom the applicable South Texas Assets assets were intended to be conveyed (the “Beneficial Owner”) with respect to such portion of the South Texas Conveyed Assets (herein called a “Restriction”), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Conveyed Assets (herein called the “Restriction Asset”) pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Partyparty to this Agreement. Each of the applicable Parties parties to this Agreement that were involved with the conveyance of a Restriction Asset agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Conveyed Assets as a “Restriction Asset” shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Conveyed Assets. In the event that any Restriction Asset exists, the applicable Party party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other Party party with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time. Notwithstanding the above and for purposes of clarity, it is the intention of all parties to this Agreement that beneficial ownership of any Conveyed Assets be conveyed upon the party receiving such Conveyed Assets, and that any party receiving any Conveyed Assets will receive all benefits, as well as all burdens, liabilities or other obligations, associated with such Conveyed Assets.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies Governmental Authorities (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the Party to whom the applicable South Texas Assets were intended to be conveyed (the "Beneficial Owner") with respect to such portion of the South Texas Assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “Restriction "Restricted Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law and any applicable contractual provisions, the assignment of the Restriction Restricted Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each of the applicable Parties that were involved with the conveyance of a Restriction Restricted Asset agree agrees to use their its commercially reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Restricted Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as a “Restriction "Restricted Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Restricted Asset exists, the applicable Party agrees to continue to hold such Restriction Restricted Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Restricted Asset was intended to be conveyed and to otherwise use its commercially reasonable best efforts to provide such other Party with the benefits thereof, and the party holding such Restriction Restricted Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Restricted Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Restricted Asset in all material respects as it was operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against ----------------------------------- or conditions to the contribution and conveyance of one or more of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the party to whom the applicable South Texas Assets were intended to be conveyed (the "Beneficial Owner") with respect to such portion of ---------------- the South Texas Assets (herein called a “"Restriction”"), then any provision contained in this ----------- Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “"Restriction Asset”") ----------------- pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Partyparty to this Agreement. Each of the applicable Parties parties to this Agreement that were involved with the conveyance of a Restriction Asset agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as a “"Restriction Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Asset exists, the applicable Party party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other Party party with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the Party to whom the applicable South Texas Assets were intended to be conveyed (the "Beneficial Owner") with respect to such portion of the South Texas Assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “Restriction "Restricted Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restricted Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each of the applicable Parties that were involved with the conveyance of a Restriction Restricted Asset agree agrees to use their its commercially reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Restricted Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as a “Restriction "Restricted Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Restricted Asset exists, the applicable Party agrees to continue to hold such Restriction Restricted Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Restricted Asset was intended to be conveyed and to otherwise use its commercially reasonable best efforts to provide such other Party with the benefits thereof, and the party holding such Restriction Restricted Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Restricted Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Restricted Asset in all material respects as it was operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Wamsutter Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the party to whom the applicable South Texas Wamsutter Assets were intended to be conveyed (the “Beneficial Owner”) with respect to such portion of the South Texas Wamsutter Assets (herein called a “Restriction”), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Wamsutter Assets (herein called the “Restriction Asset”) pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Effective Timedate hereof, without further action on the part of any Partyparty. Each of the applicable Parties parties that were involved with the conveyance of a Restriction Asset agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Wamsutter Assets as a “Restriction Asset” shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Wamsutter Assets. In the event that any Restriction Asset exists, the applicable Party party agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party party to whom such Restriction Asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other Party party with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Timedate hereof.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more portions of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate Plains Marketing's rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “Restriction "Restriction-Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each Plains Marketing or either of the applicable Parties that were involved with the conveyance of a Restriction Asset Plains Grantors. The Plains Grantors and Plains Marketing agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of themon a timely basis. The description of any portion of the South Texas Assets as a “Restriction "Restriction-Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Restriction-Asset exists, the applicable Party agrees to continue Plains Grantors agree to hold such Restriction Restriction-Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed Plains Marketing and to otherwise use its their reasonable best efforts to provide such other Party Plains Marketing with the benefits thereof, and the party holding such Restriction Asset Plains Grantors will enter into other agreements, or take such other action as it may they deem necessary, in order to help ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed Plains Marketing has the assets and concomitant rights necessary to enable the applicable Party it to operate such Restriction Asset the Assets contributed to Plains Marketing in all material respects as it was they were operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Assets matters conveyed in this Agreement without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the Party to whom the applicable South Texas Assets matters were intended to be conveyed (the “Beneficial Owner”) with respect to such portion of the South Texas Assets such matters (herein called a “Restriction”), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets such matters (herein called the “Restriction AssetMatter”) pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Asset Matter subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each of the applicable Parties that were involved with the conveyance of a Restriction Asset Matter agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset Matter conveyed by or acquired by any of them. The description of any portion of the South Texas Assets such matters as a “Restriction AssetMatter” shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assetssuch matters. In the event that any Restriction Asset Matter exists, the applicable Party agrees to continue to hold such Restriction Asset Matter in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset Matter was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other Party with the benefits thereof, and the party holding such Restriction Asset Matter will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Asset Matter was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset Matter in all material respects as it was operated prior to the Effective Time. Until such Restriction Matter can be conveyed to the applicable Party or to the extent necessary, the party holding such Restriction Matter will continue to operate such Restriction Matter for the benefit of the applicable party.

Consents; Restriction on Assignment. If there are prohibitions ----------------------------------- against or conditions to the contribution and conveyance of one or more portions of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate the rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed Operating Partnership with respect to such portion of the South Texas Assets (herein called a “the "Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “Restriction "Restriction-Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Partythe Operating Partnership, or Star Gas. Each of Star Gas, and the applicable Parties that were involved with the conveyance of a Restriction Asset Operating Partnership agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of themon a timely basis. The description of any portion of the South Texas Assets or as a “Restriction "Restriction-Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Restriction-Asset exists, the applicable Party Star Gas agrees to continue to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed Operating Partnership, and to otherwise use its reasonable best efforts to provide such other Party the Operating Partnership with the benefits thereof, and the party holding such Restriction Asset Star Gas will enter into other agreements, or take such other action as it may deem deems necessary, in order to help ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed Operating Partnership has the assets and concomitant concomi- tant rights necessary to enable the applicable Party it to operate such Restriction Asset in all material respects as it was operated prior the Assets contri buted to the Effective TimeOperating Partnership in the normal course of the business previously conducted by Pearl Gas.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance assignment of one or more portions of the South Texas Assets assets contributed pursuant to Sections 2.1 and 2.2 without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which that are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate the MLP's or GP Inc.'s rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Assets contributed assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets contributed assets (herein called the “Restriction "Restriction-Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each the MLP, GP Inc., Plains AAP, Plains GP LLC or either of the applicable Parties that were involved with the conveyance of a Restriction Asset agree OLPs and Plains AAP agrees to use their its reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as on a “Restriction Asset” shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assetstimely basis. In the event that any Restriction Restriction-Asset exists, the applicable Party Plains AAP agrees to continue to hold such Restriction Restriction-Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed assignee, the MLP or GP Inc., as the case may be, and to otherwise use its reasonable best efforts to provide such other Party the assignee with the benefits thereof, and the party holding such Restriction Asset Plains AAP will enter into other agreements, or take such other action as it may deem reasonably necessary, in order to help ensure that such assignee is entitled to the applicable Party to whom such Restriction Asset was intended to be conveyed has benefits of the contributed assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Timerespects.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more portions of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate Plains Marketing's rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “Restriction "Restriction-Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each Plains Marketing or either of the applicable Parties that were involved with the conveyance of a Restriction Asset Plains Grantors. The Plains Grantors and Plains Marketing agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of themon a timely basis. The description of any portion of the South Texas Assets as a “Restriction "Restriction-Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Restriction-Asset exists, the applicable Party agrees to continue Plains Grantors agree to hold such Restriction Restriction-Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed Plains Marketing and to otherwise use its reasonable their best efforts to provide such other Party Plains Marketing with the benefits thereof, and the party holding such Restriction Asset Plains Grantors will enter into other agreements, or take such other action as it may they deem necessary, in order to help ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed Plains Marketing has the assets and concomitant rights necessary to enable the applicable Party it to operate such Restriction Asset the Assets contributed to Plains Marketing in all material respects as it was they were operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against ----------------------------------- or conditions to the contribution and conveyance of one or more portions of the South Texas Services Out LLC Assets or the R&M In LP Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate Services Out LLC's or R&M In LLC's rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Services Out LLC Assets or R&M In LP Assets, respectively (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary ----------- notwithstanding, the transfer of title to or interest in each such portion of the South Texas Services Out LLC Assets or R&M In LP Assets (herein called the “Restriction "Restriction-Asset”") pursuant to this Agreement shall not become effective ----------------- unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Partyparty to this Agreement. Each Services LP and Services Out LLC agree to use their reasonable best efforts to obtain on a timely basis satisfaction of the any Restriction applicable Parties that were involved with the conveyance to any Restriction-Asset conveyed by or acquired by either of a Restriction Asset them. [R&M and R&M In LP agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any either of them. .] The description of any portion of the South Texas Services Out LLC Assets or R&M In LP Assets as a “Restriction "Restriction-Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Services Out LLC Assets or R&M In LP Assets. In the event that any Restriction Restriction-Asset exists, the applicable Party party agrees to continue to hold such Restriction Restriction-Asset in trust for the exclusive benefit of the applicable Party party to whom such Restriction Asset asset was intended to be conveyed and to otherwise use its reasonable best efforts to provide such other Party party with the benefits thereof, and the party holding such Restriction Asset assets will enter into other agreements, or take such other action as it may deem necessary, in order to help ensure that the applicable Party party to whom such Restriction Asset asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party it to operate the such Restriction Asset assets in all material respects as it was they were operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more portions of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate Plains Marketing's rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “Restriction "Restriction-Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Party. Each Plains Marketing or either of the applicable Parties that were involved with the conveyance of a Restriction Asset Plains Grantors. The Plains Grantors and Plains Marketing agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of themon a timely basis. The description of any portion of the South Texas Assets as a “Restriction "Restriction- Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Restriction-Asset exists, the applicable Party agrees to continue Plains Grantors agree to hold such Restriction Restriction- Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed Plains Marketing and to otherwise use its their reasonable best efforts to provide such other Party Plains Marketing with the benefits thereof, and the party holding such Restriction Asset Plains Grantors will enter into other agreements, or take such other action as it may they deem necessary, in order to help ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed Plains Marketing has the assets and concomitant rights necessary to enable the applicable Party it to operate such Restriction Asset the Assets contributed to Plains Marketing in all material respects as it was they were operated prior to the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions against or conditions to the contribution and conveyance of one or more of the South Texas Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate rights of STX NGL the Party to whom the applicable South Texas Assets were intended to be conveyed (the "Beneficial Owner") with respect to such portion of the South Texas Assets (herein called a “"Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets (herein called the “"Restriction Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law and any applicable contractual provisions, the assignment of the Restriction Asset subject thereto shall become effective automatically as of the Effective TimeTime (in the appropriate order indicated by Section 8.1), without further action on the part of any Party. Each of the applicable Parties that were involved with the conveyance of a Restriction Asset agree to use their commercially reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as a “"Restriction Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets. In the event that any Restriction Asset exists, the applicable Party agrees to continue to hold such Restriction Asset in trust for the CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed and to otherwise use its commercially reasonable best efforts to provide such other Party with the benefits thereof, and the party holding such Restriction Asset will enter into other agreements, or take such other action as it may deem necessary, in order to ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed has the assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Time. Furthermore, in such event the applicable Party to whom such Restriction Asset was intended to be conveyed agrees to assume such liabilities and perform such obligations relating to such Restriction Asset as if it had been conveyed at the Effective Time.

Consents; Restriction on Assignment. If there are prohibitions ----------------------------------- against or conditions to the contribution and conveyance assignment of one or more portions of the South Texas Assets assets contributed pursuant to Article II without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which that are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate the GP LP's rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed with respect to such portion of the South Texas Assets contributed assets (herein called a “"Restriction”"), then any provision contained ----------- in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets contributed assets (herein called the “Restriction "Restriction-Asset”") pursuant to this Agreement shall not become effective ----------------- unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Timeautomatically, without further action on the part of any Party. Each of the applicable Parties that were involved with the conveyance of a Restriction Asset agree GP LP or Departing GP and Departing GP agrees to use their its reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of them. The description of any portion of the South Texas Assets as on a “Restriction Asset” shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assetstimely basis. In the event that any Restriction Restriction-Asset exists, the applicable Party Departing GP agrees to continue to hold such Restriction Restriction-Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed assignee or GP LP, as the case may be, and to otherwise use its reasonable best efforts to provide such other Party the assignee with the benefits thereof, and the party holding such Restriction Asset Departing GP will enter into other agreements, or take such other action as it may deem reasonably necessary, in order to help ensure that such assignee is entitled to the applicable Party to whom such Restriction Asset was intended to be conveyed has benefits of the contributed assets and concomitant rights necessary to enable the applicable Party to operate such Restriction Asset in all material respects as it was operated prior to the Effective Timerespects.

Consents; Restriction on Assignment. If there are prohibitions ----------------------------------- against or conditions to the contribution and conveyance of one or more portions of the South Texas Assets or the Service Assets without the prior written consent of third parties, including, without limitation, governmental agencies (other than consents of a ministerial nature which are normally granted in the ordinary course of business), which if not satisfied would result in a breach of such prohibitions or conditions or would give an outside party the right to terminate the rights of STX NGL to whom the applicable South Texas Assets were intended to be conveyed Operating Partnership or Stellar Service with respect to such portion of the South Texas Assets or the Service Assets (herein called a “the "Restriction”"), then any provision contained in this Agreement to the contrary notwithstanding, the transfer of title to or interest in each such portion of the South Texas Assets or the Service Assets (herein called the “Restriction "Restriction-Asset”") pursuant to this Agreement shall not become effective unless and until such Restriction is satisfied, waived or no longer applies. When and if such a Restriction is so satisfied, waived or no longer applies, to the extent permitted by applicable Law law and any applicable contractual provisions, the assignment of the Restriction Restriction-Asset subject thereto shall become effective automatically as of the Effective Time, without further action on the part of any Partythe Operating Partnership, Stellar Service or the Star Gas Companies. Each of The Star Gas Companies, Stellar Service and the applicable Parties that were involved with the conveyance of a Restriction Asset Operating Partnership agree to use their reasonable best efforts to obtain on a timely basis satisfaction of any Restriction applicable to any Restriction Asset conveyed by or acquired by any of themon a timely basis. The description of any portion of the South Texas Assets or the Service Assets as a “Restriction "Restriction-Asset” " shall not be construed as an admission that any Restriction exists with respect to the transfer of such portion of the South Texas Assets or the Service Assets. In the event that any Restriction Asset exists, the applicable Party agrees to continue Star Gas Companies agree to hold such Restriction Asset in trust for the exclusive benefit of the applicable Party to whom such Restriction Asset was intended to be conveyed Operating Partnership and Stellar Service, as applicable, and to otherwise use its reasonable best efforts to provide such other Party the Operating Partnership and Stellar Service, as applicable, with the benefits thereof, and the party holding such Restriction Asset Star Gas Companies will enter into other agreements, or take such other action as it may deem deems necessary, in order to help ensure that the applicable Party to whom such Restriction Asset was intended to be conveyed Operating Partnership and Stellar Service, as applicable, has the assets and concomitant rights necessary to enable the applicable Party it to operate such Restriction Asset the Assets contributed to the Operating Partnership or the Service Assets contributed to Stellar Service, as applicable in all material respects as it was operated prior to described in the Effective TimeProspectus contained in and made a part of the Registration Statement.