GENGATE MEMBER SHALL HAVE CREATED OR SUFFERED ANY SUCH UNAUTHORIZED LIENS,
ENCUMBRANCES OR OTHER ADVERSE INTEREST AGAINST ITS INTEREST OR SUCH GENGATE
MEMBER IS A DEBTOR MEMBER ON ANY MEMBER LOAN, THE WHITEHALL GROUP SHALL, TO THE
FULLEST EXTENT PERMITTED BY LAW, BE ENTITLED TO EITHER AN ACTION FOR SPECIFIC
PERFORMANCE TO COMPEL SUCH GENGATE MEMBER TO HAVE SUCH ADVERSE INTERESTS REMOVED
AND TO HAVE SUCH MEMBER LOAN REPAID IN FULL FROM THE PROCEEDS OF THE SALE OF
SUCH INTEREST, IN WHICH CASE THE CLOSING DATE SHALL BE ADJOURNED FOR SUCH
PURPOSE, OR TO AN APPROPRIATE OFFSET AGAINST THE DEFAULT PURCHASE PRICE.
(V)
IF THE WHITEHALL GROUP AND ANY GENGATE
MEMBER SHALL BE UNABLE TO AGREE EARLIER TO THE APPRAISED VALUE THEN THE
WHITEHALL GROUP AND SUCH GENGATE MEMBER SHALL EACH, WITHIN FIVE (5) DAYS AFTER
THE DATE THAT IS THIRTY (30) DAYS AFTER THE DELIVERY OF A DEFAULT PURCHASE
NOTICE (THE "APPOINTMENT DATE"), APPOINT AN APPRAISER TO DETERMINE THE APPRAISED
VALUE OF THE COMPANY ASSETS.
(VI)
FOR PURPOSES OF THIS SECTION 4.9(A), (X)
"GENGATE MEMBER" SHALL BE DEEMED TO INCLUDE THE GENGATE MEMBER, TOGETHER WITH
ALL TRANSFEREES OF ANY PORTION OF THE INTEREST OF THE GENGATE MEMBER HELD AS OF
THE EFFECTIVE DATE AND (Y) "INTEREST" SHALL BE DEEMED TO INCLUDE THE INTEREST OF
THE DEFAULTING MEMBER AND THE INTEREST OF ANY TRANSFEREE REFERRED TO IN
PRECEDING CLAUSE (X).
(B)
IN ADDITION TO ITS REMEDIES UNDER SECTION
4.9(A), IF GHGP OR GKH IS THE DEFAULTING MEMBER, THE WHITEHALL GROUP MAY, IN ITS
DISCRETION, ELECT TO DIVEST GHGP OF ITS ADMINISTRATIVE RIGHTS AND/OR GKH OF IT
CONSENT RIGHTS WITH RESPECT TO MAJOR DECISIONS, TO TERMINATE THE ASSET
MANAGEMENT AGREEMENT AND/OR TO WITHHOLD FROM THE GENGATE MEMBERS ANY AMOUNTS
OTHERWISE DISTRIBUTABLE TO EITHER OF THE GENGATE MEMBERS ON ACCOUNT OF OR
PURSUANT TO 8.1(B)(VI)(A), SECTION 8.1(B)(VI)(A), 8.1(C)(IV)(A) AND SECTION
8.1(C)(V)(A).
UPON SUCH DIVESTITURE, (I) THE WHITEHALL GROUP SHALL HAVE THE
RIGHT TO ASSUME SUCH ADMINISTRATIVE RIGHTS OR TO DESIGNATE ANOTHER PERSON (WHICH
MAY BE AN AFFILIATE OF THE WHITEHALL GROUP) TO SO ASSUME, IN WHICH CASE, IN THE
WHITEHALL GROUP'S DISCRETION, ANY AMOUNTS OTHERWISE DISTRIBUTABLE TO THE GENGATE
MEMBERS ON ACCOUNT OF OR PURSUANT TO 8.1(B)(V)(A), SECTION 8.1(B)(VI)(A),
8.1(C)(IV)(A) AND SECTION 8.1(C)(V)(A) MAY INSTEAD BE DISTRIBUTABLE TO SUCH
DESIGNEE.
THIS SECTION 4.9(B) SHALL NOT CONSTITUTE A WAIVER OF, OR EXCULPATION
FROM, CLAIMS BY, OR INDEMNIFICATION FROM, THE COMPANY WITH RESPECT TO ANY MATTER
ARISING PRIOR TO THE DIVESTITURE OF GHGP ADMINISTRATIVE RIGHTS OR TERMINATION OF
THE ASSET MANAGEMENT AGREEMENT.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, NONE OF THE RIGHTS AND REMEDIES GRANTED TO ANY MEMBERS OF THE WHITEHALL
GROUP IN THIS SECTION 4.9 SHALL BE DEEMED AN EXCLUSIVE REMEDY OF THE MEMBERS OF
THE WHITEHALL GROUP OR THEIR AFFILIATES, BUT SHALL BE IN ADDITION TO ALL OTHER
RIGHTS AND REMEDIES AVAILABLE TO ANY OF THEM WHETHER UNDER THE TERMS OF THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 8.1(D)), AT LAW, IN EQUITY OR
OTHERWISE.
(D)
EACH OF GHGP AND GKH HEREBY