REFERENCED IN THE IMMEDIATELY PRECEDING SENTENCE, SELLER AND BUYER AGREE
TO USE THEIR REASONABLE BEST EFFORTS TO RESOLVE ANY DISAGREEMENT OR DISPUTE
BETWEEN THEM IN RESPECT OF SUCH RETURN AS PROMPTLY AS REASONABLY PRACTICABLE.
THE PARTIES FURTHER AGREE THAT NO ITEMS OF INCOME, GAIN, LOSS, DEDUCTION OR
CREDIT ATTRIBUTABLE TO PERIODS AFTER THE CLOSING DATE SHALL BE ALLOCATED TO
SELLER AND THAT SELLER SHALL NOT BE LIABLE FOR ANY PARTNERSHIP-LEVEL TAXES OR
OTHER TAXES ATTRIBUTABLE TO PERIODS, OPERATIONS, OR OIL AND GAS PRODUCTION AFTER
THE CLOSING DATE, EXCEPT AS ATTRIBUTABLE TO THE OVERRIDE.
(C)
PURSUANT TO SECTION 6.9 OF THE PARTNERSHIP AGREEMENT, THE GENERAL
PARTNER WILL ELECT IN ACCORDANCE WITH SECTION 754 OF THE CODE TO ADJUST THE
BASIS UPON THE TRANSFER OF THE INTEREST.
SECTION 6.6.
PARTNERSHIP HEDGES.
(A)
(I) NO LATER THAN ONE BUSINESS DAY AFTER THE DATE OF THIS
AGREEMENT AND SUBJECT TO THE TERMS OF THIS SECTION 6.6, THE GENERAL PARTNER
AGREES TO (AND BUYER AGREES TO CAUSE THE GENERAL PARTNER) TO TERMINATE THE
PARTNERSHIP'S HEDGES AND (II) AT ANY TIME AFTER THIS AGREEMENT IS FULLY
EXECUTED, THE GENERAL PARTNER, AT THE SOLE DISCRETION OF THE BUYER, MAY CAUSE
THE PARTNERSHIP TO ENTER INTO NEW HEDGES (SUCH HEDGES, WHETHER ONE OR MORE, THE
"NEW HEDGE").
BUYER AGREES THAT ALL COSTS INCURRED BY BUYER, THE GENERAL
PARTNER, THE PARTNERSHIP OR SELLER AND THEIR RESPECTIVE AFFILIATES IN CONNECTION
WITH THE PERFORMANCE BY BUYER OF ITS COVENANTS AND AGREEMENTS IN THIS
SECTION 6.6 (INCLUDING "BREAKAGE" COSTS) SHALL BE BORNE AND PAID EXCLUSIVELY BY
BUYER AND THE GENERAL PARTNER (IN PROPORTION TO THE LP SHARING PERCENTAGE AND GP
SHARING PERCENTAGE, RESPECTIVELY, AS DEFINED IN THE PARTNERSHIP AGREEMENT) OR
THE PARTNERSHIP, AND IF PAID BY THE PARTNERSHIP WILL NOT OTHERWISE AFFECT THE
AMOUNT DUE SELLER HEREUNDER OR UNDER THE PARTNERSHIP AGREEMENT IF THE
TRANSACTIONS CONTEMPLATED HEREBY ARE NOT CONSUMMATED.
(B)
SELLER, IN ITS CAPACITY AS THE LIMITED PARTNER OF THE PARTNERSHIP
AND BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, HEREBY AGREES AND CONSENTS
TO THE ACTIONS OF THE GENERAL PARTNER AND THE PARTNERSHIP DESCRIBED IN
SUBSECTION (A) ABOVE FOR PURPOSES OF THE PARTNERSHIP AGREEMENT, INCLUDING
SECTIONS 5.7 AND 6.2(J) THEREOF, SUBJECT TO THE FOLLOWING:
(I) NOTWITHSTANDING
ANYTHING IN THE PARTNERSHIP AGREEMENT (INCLUDING SECTION 5.7 THEREOF) OR HEREIN
TO THE CONTRARY, IN NO INSTANCE WILL SELLER, OR ANY AFFILIATE OF SELLER
(INCLUDING GE CAPITAL CORPORATION) BE REQUIRED TO GUARANTEE OR OTHERWISE HAVE
ANY PERSONAL LIABILITY OR RESPONSIBILITY FOR THE NEW HEDGE; AND
8
(II) PRIOR TO ENTERING INTO THE NEW HEDGE (IF THE NEW HEDGE IS ENTERED INTO
PRIOR TO THE CLOSING), THE GENERAL PARTNER AND THE SELLER MUST MUTUALLY AGREE ON
THE PERCENTAGE AMOUNT OF THE PARTNERSHIP'S FORECAST PRODUCTION FROM THE PROVED
PRODUCING OIL AND GAS RESERVES ATTRIBUTABLE TO THE PARTNERSHIP'S PROPERTIES TO
BE HEDGED UNDER THE NEW HEDGE.
SECTION 6.7.
ACCESS TO BOOKS AND RECORDS.
BUYER WILL PRESERVE OR
CAUSE TO BE PRESERVED ALL BOOKS AND RECORDS OF THE PARTNERSHIP FOR A PERIOD OF
SIX YEARS FOLLOWING THE