THAT SUCH PERSON'S
INTEREST IN THE MEMBER IS THROUGH EITHER (A) A PERSON (OTHER THAN AN INDIVIDUAL)
WHOSE SECURITIES ARE LISTED ON A NATIONAL SECURITIES EXCHANGE, OR QUOTED ON AN
AUTOMATED QUOTATION SYSTEM, IN THE UNITED STATES, OR A WHOLLY-OWNED SUBSIDIARY
OF SUCH A PERSON OR (B) AN "EMPLOYEE PENSION BENEFIT PLAN" OR "PENSION PLAN" AS
DEFINED IN SECTION 3(2) OF ERISA.
(B)
EACH MEMBER SHALL COMPLY WITH ALL
REQUIREMENTS OF LAW RELATING TO MONEY LAUNDERING, ANTI-TERRORISM, TRADE EMBARGOS
AND ECONOMIC SANCTIONS, NOW OR HEREAFTER IN EFFECT AND SHALL IMMEDIATELY NOTIFY
THE OTHER MEMBERS IN WRITING IF ANY OF THE FORGOING REPRESENTATIONS, WARRANTIES
OR COVENANTS ARE NO LONGER TRUE OR HAVE BEEN BREACHED OR IF THE MEMBER HAS A
REASONABLE BASIS TO BELIEVE THAT THEY MAY NO LONGER BE TRUE OR HAVE BEEN
BREACHED.
2.12
INDEMNIFICATION.
THE REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE MEMBERS SET FORTH IN SECTION 2.8, SECTION 2.9 AND SECTION
2.10 ARE MADE AS OF THE EFFECTIVE DATE AND SHALL SURVIVE THE EFFECTIVE DATE
INDEFINITELY.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH MEMBER AGREES TO
INDEMNIFY, DEFEND, AND HOLD THE COMPANY AND THE OTHER MEMBERS HARMLESS AGAINST
ALL CLAIMS, DEMANDS, ACTIONS, OBLIGATIONS, CAUSES OF ACTION AND LOSSES,
INCLUDING REASONABLE FEES OF COUNSEL, SUFFERED OR INCURRED BY, OR ASSERTED
AGAINST, ANY OF THEM RELATING TO OR ARISING FROM ANY INACCURACY IN OR BREACH OF
SUCH REPRESENTATION, WARRANTY OR COVENANT.
2.13
REPRESENTATIONS BY THE COMPANY.
(A)
THE COMPANY HEREBY REPRESENTS AND WARRANTS
TO THE CAPITAL MEMBERS THAT IT HAS NO OUTSTANDING LIABILITIES, CONTINGENT OR
OTHERWISE, EXCEPT IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATING TO
THE PROPERTY, THE TRANSACTIONS SET FORTH IN THE MLPC LEASE TRACT PURCHASE
AGREEMENT AND THE ACTIVITIES AND TRANSACTIONS THAT THE COMPANY IS PERMITTED BY
THE TERMS HEREOF AND OF THE [*] AGREEMENT TO UNDERTAKE AND/OR THE RELATED
FINANCINGS INCURRED BY THE COMPANY OR ITS SUBSIDIARIES AND/OR ANY INSTRUMENTS
DELIVERED IN CONNECTION WITH ANY OF THE FOREGOING.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 2.13(B), THE
COMPANY HEREBY REPRESENTS AND WARRANTS TO MLPC THAT, TO THE KNOWLEDGE OF THE
COMPANY, (I) THERE ARE NO ACTIONS, SUITS, OR PROCEEDINGS PENDING, OR THREATENED
AGAINST THE COMPANY OR THE SUBSIDIARIES IN EXISTENCE ON THE DATE HEREOF
(COLLECTIVELY, THE "WARRANTING PARTIES"), OR THE PROPERTY, OR AFFECTING ANY OF
THE WARRANTING PARTIES' RIGHTS WITH RESPECT TO THE PROPERTY, BEFORE OR BY ANY
FEDERAL OR STATE GOVERNMENTAL AGENCY OR INSTRUMENTALITY, INCLUDING WITHOUT
LIMITATION, ANY CLAIMS OF VIOLATIONS OF BY ANY AGENT OF EMPLOYEE OF ANY OF THE
WARRANTING PARTIES OF ANY LABOR LAWS VIOLATIONS OR INSUFFICIENT FUNDING OF
PENSION PLANS OF ANY OF THE WARRANTING PARTIES, (II) NO WARRANTING PARTY
RECEIVED ANY NOTICE OF ANY SUCH ACTIONS, SUIT OR PROCEEDINGS, AND (III) THERE
ARE NO ATTACHMENTS, EXECUTIONS, ASSIGNMENTS, OR JUDGMENTS FOR THE BENEFIT OF
CREDITORS OF ANY OF THE WARRANTING PARTIES RELATING TO THE SAME.
AS USED IN
THIS SECTION 2.13(B) OR IN SECTION 2.13(C) OR SECTION 2.13(D), WHEN A
REPRESENTATION AND WARRANTY IS GIVEN "TO THE