ANYTHING CONTAINED IN THIS AGREEMENT, NO TRANSFER SHALL BE MADE, AND ANY MEMBER
SHALL HAVE THE RIGHT TO PROHIBIT AND MAY REFUSE TO ACCEPT ANY TRANSFER, UNLESS
(I) REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
IN RESPECT OF SUCH TRANSFER; (II) SUCH TRANSFER DOES NOT VIOLATE ANY APPLICABLE
FEDERAL OR STATE SECURITIES, REAL ESTATE SYNDICATION, OR COMPARABLE LAWS; (III)
SUCH TRANSFER WILL NOT BE SUBJECT TO, OR SUCH TRANSFER, WHEN AGGREGATED WITH
PRIOR TRANSFERS IN ACCORDANCE WITH APPLICABLE LAW WILL NOT RESULT IN THE
IMPOSITION OF, ANY STATE, CITY OR LOCAL TRANSFER TAXES, INCLUDING, WITHOUT
LIMITATION, ANY TRANSFER GAINS TAXES, UNLESS SUCH ASSIGNOR PAYS SUCH TAXES; AND
(IV) SUCH TRANSFER WILL NOT CAUSE THE COMPANY TO BE TREATED AS A
"PUBLICLY-TRADED PARTNERSHIP" WITHIN THE MEANING OF SECTION 7704 OF THE CODE.
WHITEHALL STREET OR WHITEHALL EMPLOYEE FUND MAY ELECT PRIOR TO ANY TRANSFER TO
REQUIRE A REASONABLE OPINION OF COUNSEL WITH RESPECT TO ANY OF THE FOREGOING
MATTERS.
61
9.6
BRING-ALONG RIGHTS.
IN THE EVENT THAT
WHITEHALL GROUP AND/OR ITS PERMITTED TRANSFEREES (THE "PROPOSING MEMBERS")
PROPOSE TO TRANSFER THEIR INTERESTS TO ANY PERSONS, OTHER THAN AN AFFILIATE OF A
MEMBER OF THE WHITEHALL GROUP OR A PERSON DESCRIBED IN SECTION 9.1(A)(I), THE
PROPOSING MEMBERS MAY UPON NOT LESS THAN FIFTEEN (15) BUSINESS DAYS' PRIOR
NOTICE REQUIRE A GENGATE MEMBER AND/OR PERMITTED GENGATE TRANSFEREES AND MLPC TO
TRANSFER THEIR INTERESTS AT THE PRICE AND UPON THE TERMS AND CONDITIONS OF SUCH
PROPOSED TRANSFER.
EACH MEMBER SHALL USE ITS BEST EFFORTS TO COOPERATE WITH ANY
TRANSFER PURSUANT TO THIS SECTION AND SHALL TAKE ALL NECESSARY AND DESIRABLE
ACTIONS IN CONNECTION WITH THE CONSUMMATION OF THE TRANSFER AS ARE REASONABLY
REQUESTED BY THE PROPOSING MEMBERS, INCLUDING THE PROVISION OF REPRESENTATIONS,
WARRANTIES OR INDEMNIFICATIONS; PROVIDED THAT NO MEMBER SHALL BE REQUIRED TO
INCUR ANY OUT-OF-POCKET EXPENSES IN CONNECTION WITH SUCH TRANSFER THAT ARE NOT
REIMBURSED TO SUCH MEMBER; AND PROVIDED FURTHER THAT NO SUCH MEMBER SHALL BE
REQUIRED TO PROVIDE REPRESENTATIONS, WARRANTIES OR INDEMNIFICATIONS IN
CONNECTION WITH ANY SUCH TRANSFER THAT WOULD RESULT IN AN AGGREGATE LIABILITY IN
EXCESS OF SUCH MEMBER'S PROCEEDS FROM SUCH TRANSFER. THE AGGREGATE PROCEEDS
RECEIVED FROM THE TRANSFER OF INTERESTS PURSUANT TO THIS SECTION 9.6 SHALL BE
ALLOCATED AND DISTRIBUTED TO THE SELLING MEMBERS IN ACCORDANCE WITH THE
DISTRIBUTION ALLOCATION PROVISIONS OF ARTICLE 8.
9.7
TAG-ALONG RIGHTS.
IF THE PROPOSING MEMBER
DOES NOT EXERCISE ITS BRING-ALONG RIGHTS PURSUANT TO SECTION 9.6, IT SHALL
NONETHELESS GIVE EACH OTHER MEMBER AND EACH PERMITTED GENGATE TRANSFEREE NOT
LESS THAN FIFTEEN (15) BUSINESS DAYS' PRIOR NOTICE OF ITS PROPOSED TRANSFER
(INCLUDING THE PRICE AND OTHER MATERIAL TERMS THEREOF) AND SHALL NOT TRANSFER
ITS INTERESTS TO ANY PERSON, OTHER THAN SUCH PROPOSING MEMBER'S AFFILIATES, THE
WHITEHALL GROUP OR THE WHITEHALL GROUP'S AFFILIATES OR A PERSON DESCRIBED IN
SECTION 9.1(A)(I), UNLESS EACH OTHER MEMBER IS GIVEN THE OPPORTUNITY, TO BE
EXERCISED IN A WRITING TO THE PROPOSING MEMBER WITHIN FIFTEEN (15) BUSINESS DAYS
AFTER RECEIPT OF THE PROPOSING MEMBER'S