CLOSING DOCUMENTS TO WHICH IT IS A
PARTY, THAT THE EXECUTION, DELIVERY AND PERFORMANCE OF SUCH DOCUMENTS DOES NOT
VIOLATE ANY APPLICABLE LAW OR MATERIAL AGREEMENT TO WHICH IT IS A PARTY OR BY
WHICH IT OR THE COMPANY ASSETS ARE BOUND.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY,
THE TRIGGERING PARTY SHALL, SUBJECT TO AND IN ACCORDANCE WITH THIS SECTION 3.6,
HAVE FULL RIGHT, POWER AND AUTHORITY (ACTING ALONE AND WITHOUT THE CONSENT OF
ANY OTHER MEMBER) TO EXECUTE, DELIVER AND PERFORM, FOR AND IN THE NAME OF THE
COMPANY, ANY AND ALL DOCUMENTS, AGREEMENTS AND INSTRUMENTS, AND TO TAKE ANY
OTHER ACTIONS AS MAY BE REQUIRED OR DESIRABLE FOR THE PURPOSE OF TRANSFERRING
THE PROPERTY TO A THIRD-PARTY PURCHASER, OR THE PURCHASING ENTITY, AS THE CASE
MAY BE.
(H)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, EACH PARTY SHALL BEAR ITS OWN LEGAL FEES AND EXPENSES IN CONNECTION WITH
A SALE UNDER THIS SECTION 3.6, AND THE TRIGGERING PARTY AND THE PURCHASING PARTY
SHALL EACH INDEMNIFY THE OTHER AGAINST CLAIMS FOR BROKERS' FEES AND
COMMISSIONS.
UNLESS OTHERWISE PROVIDED IN THE OFFER FROM A THIRD-PARTY
PURCHASER, THE COMPANY SHALL BEAR ANY DEBT REPAYMENT OR ASSUMPTION FEES AND THE
COMPANY SHALL BEAR ANY CLOSING COSTS, AS WELL AS ALL COSTS OF MARKETING THE
PROPERTY AND ANY LEGAL FEES INCURRED AS SELLER.
IF THERE WOULD BE SUBSTANTIAL
TRANSFER TAX OR OTHER COSTS SAVINGS ACHIEVED BY STRUCTURING A SALE TO THE
PURCHASING PARTY PURSUANT TO THIS SECTION 3.6 AS A SALE OF THE TRIGGERING
PARTY'S INTEREST IN THE COMPANY INSTEAD OF THE PROPERTY, THEN, AT THE OPTION OF
EITHER THE TRIGGERING PARTY OR THE PURCHASING PARTY, EITHER THE TRIGGERING PARTY
OR THE PURCHASING PARTY MAY ELECT TO HAVE THE TRIGGERING PARTY'S INTEREST
TRANSFERRED TO THE PURCHASING PARTY IN WHICH CASE ALL OF THE PROVISIONS OF THIS
SECTION 3.6 SHALL APPLY MUTATIS MUTANDIS, WITH SUCH CHANGES AS ARE APPROPRIATE
TO REFLECT THE FACT THAT INTERESTS RATHER THEN THE PROPERTY ARE BEING SOLD;
PROVIDED, HOWEVER, THAT IF THE TRIGGERING PARTY ELECTS TO STRUCTURE THE SALE AS
A SALE OF THE TRIGGERING PARTY'S INTEREST, THEN THE TRIGGERING PARTY SHALL ALSO
PROVIDE REPRESENTATIONS TO THE PURCHASING PARTY AS TO OWNERSHIP OF ITS INTEREST
FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES.
3.7
PURCHASE OF ADDITIONAL MLPC PROPERTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED HEREIN, IF THE [*] TRACT OR THE
[*] TRACT IS PURCHASED THIS AGREEMENT SHALL AUTOMATICALLY BE AMENDED WITHOUT THE
NEED OF ANY FURTHER DOCUMENTATION TO AMEND THE DEFINITION OF "PROPERTY" TO
INCLUDE THE DESCRIPTION OF THE NEWLY ACQUIRED [*] TRACT OR [*] TRACT.
37
ARTICLE 4
RIGHTS AND DUTIES OF MEMBERS; EVENTS OF DEFAULT
4.1
DUTIES, OBLIGATIONS AND COMPENSATION OF
GENGATE.
(A)
IN ADDITION TO SUCH DUTIES AS ARE DESCRIBED
ELSEWHERE IN OTHER PROVISIONS OF THIS AGREEMENT, GHGP, IN CONSULTATION WITH THE
PROPERTY MANAGER AND THE ASSET MANAGER, SHALL, USING (AND SUBJECT TO THE
AVAILABILITY OF) THE COMPANY'S FUNDS: (I) PREPARE AND DELIVER TO THE MANAGING
MEMBERS (OR CAUSE TO BE PREPARED AND DELIVERED