THE TRANSFEROR REMAINING RESPONSIBLE, AS A GUARANTOR, FOR COMPLIANCE BY THE
TRANSFEREE WITH THE REQUIREMENTS OF THIS AGREEMENT UNLESS THE TRANSFEROR SUBMITS
A DISPOSITION NOTICE WITH RESPECT TO SUCH AFFILIATE DISPOSITION AS DESCRIBED IN
SECTION 6.1(C) AND RECEIVES THE CONSENT OF THE OTHER PARTNERS PURSUANT TO
SECTION 6.1(C).
(B)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, A
PARTNER MAY, UPON WRITTEN NOTICE TO THE OTHER PARTNERS, AT ANY TIME DISPOSE OF
ALL OR PART OF ITS PARTNERSHIP INTEREST TO DAN L. DUNCAN, HIS SPOUSE OR ANY OF
HIS DESCENDANTS (OR ANY TRUST FOR THE BENEFIT OF DAN L. DUNCAN, HIS SPOUSE OR
ANY OF HIS DESCENDANTS) IN WHICH EVENT SUCH TRANSFEREE SHALL BECOME A
SUBSTITUTED PARTNER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT WITHOUT
ANY REQUIREMENT OF AN AFFIRMATIVE VOTE OR OTHER ACTION BY THE OTHER PARTNERS.
(C)
IN REQUESTING A CONSENT TO A DISPOSITION OF ALL OR A PART OF A
PARTNER'S PARTNERSHIP INTEREST PURSUANT TO SECTION 6.1(A), SUCH DISPOSING
PARTNER SHALL GIVE WRITTEN NOTICE (THE "DISPOSITION NOTICE") TO EACH OTHER
PARTNER NOT LESS THAN THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH
DISPOSITION, STATING THE INTEREST TO BE SOLD OR TRANSFERRED, WHO THE INTEREST
WILL BE SOLD OR TRANSFERRED TO (THE "PROPOSED TRANSFEREE") AND SHALL INCLUDE
WITH SUCH NOTICE INFORMATION SUFFICIENT TO DEMONSTRATE TO THE OTHER PARTNERS
THAT THE PROPOSED TRANSFEREE HAS ADEQUATE FINANCIAL CAPABILITY TO FULFILL THE
OBLIGATIONS OF A PARTNER HEREUNDER AS SET FORTH IN SCHEDULE 6.1 (FINANCIAL
RESPONSIBILITY REQUIREMENTS), WHICH SUCH PROPOSED TRANSFEREE WILL ASSUME IN THE
EVENT OF SUCH DISPOSITION. THE OTHER NON-DISPOSING PARTNERS SHALL HAVE A PERIOD
OF TWENTY (20) DAYS FROM ITS OR THEIR RECEIPT OF THE DISPOSITION NOTICE TO
EVALUATE THE FINANCIAL CAPABILITIES OF THE PROPOSED TRANSFEREE. WITHIN SUCH
TWENTY (20) DAY PERIOD, EACH OF THE OTHER PARTNERS SHALL DELIVER TO ALL OTHER
PARTNERS ITS REASONABLE AND GOOD FAITH OPINION AS TO WHETHER THE ADEQUATE
FINANCIAL CAPABILITY OF THE PROPOSED TRANSFEREE HAS BEEN DEMONSTRATED.
IF ANY
PARTNER FAILS TO DELIVER SUCH AN OPINION, IT SHALL BE DEEMED TO HAVE DETERMINED
THAT THE ADEQUATE FINANCIAL CAPABILITY OF THE PROPOSED TRANSFEREE HAS BEEN
DEMONSTRATED.
DURING SUCH TWENTY (20) DAY CONSIDERATION PERIOD, ANY PARTNER MAY
REQUEST OF THE TRANSFERRING PARTNER, AND THE TRANSFERRING
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PARTNER SHALL PROVIDE, SUCH SUPPLEMENTAL INFORMATION CONCERNING THE PROPOSED
TRANSFEREE AS MAY BE REASONABLY NECESSARY FOR THE REQUESTING PARTNER TO MAKE
SUCH EVALUATION.
SECTION 6.2.
TRANSFERS TO PARTIES OTHER THAN AFFILIATES
(A)
EXCEPT WITH RESPECT TO AN AFFILIATE DISPOSITION PERMITTED UNDER
SECTION 6.1(A) OR A DISPOSITION PERMITTED UNDER SECTION 6.1(B), ANY PARTNER
DESIRING TO DISPOSE OF ALL OR ANY PART OF ITS PARTNERSHIP INTEREST (A
"TRANSFERRING PARTNER") TO A READY, WILLING AND ABLE TRANSFEREE ("PROPOSED
TRANSFEREE") (OR DISPOSING OF ALL OR ANY PORTION OF SUCH INTEREST BY OPERATION
OF LAW OR OTHERWISE) MUST FIRST OFFER TO DISPOSE THE PORTION OF SUCH INTEREST
THAT IT DESIRES TO DISPOSE (COLLECTIVELY, THE "SUBJECT INTEREST") TO THE OTHER
PARTNERS (THE "NON-TRANSFERRING PARTNERS") AS A GROUP BASED UPON THE SAME