Common use of Contracts with Affiliates Clause in Contracts

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B, the Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable law. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP Common Units corresponding to REIT Class A Shares issued by MGP pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Units from MGP to the extent necessary to permit MGP to repurchase such REIT Class A Shares in accordance with such plan. D. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B7.5.A, the Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable law. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partnership or any of the Partnership’s 's Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP Common Units corresponding to REIT Class A Shares issued by MGP pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Units from MGP to the extent necessary to permit MGP to repurchase such REIT Class A Shares in accordance with such plan. D. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other such conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable. E. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership Employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner or any of the Partnership's Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to it Partnership Units corresponding to REIT Shares issued by the General Partner pursuant to its Stock Incentive Plan or any similar or successor plan and to repurchase such Partnership Units from the General Partner to the extent necessary to permit the General Partner to repurchase such REIT Shares in accordance with such plan.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B7.5.A, the Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable lawlaw as the General Partner in its sole discretion deems advisable. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP Common it Partnership Units corresponding to REIT Class A Shares issued by MGP the General Partner pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Partnership Units from MGP the General Partner to the extent necessary to permit MGP the General Partner to repurchase such REIT Class A Shares in accordance with such plan. D. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B7.5.A, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable lawlaw as the General Partner in its sole discretion deems advisable. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP Common it Partnership Units corresponding to REIT Class A Shares issued by MGP the General Partner pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Partnership Units from MGP the General Partner to the extent necessary to permit MGP the General Partner to repurchase such REIT Class A Shares in accordance with such plan. D. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B7.5.A, the Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable lawlaw as the General Partner in its sole and absolute discretion deems advisable. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP it Common Units corresponding to REIT Class A Shares issued by MGP the General Partner pursuant to any its Stock Incentive Plan or any similar or successor plan and to repurchase such Common Partnership Units from MGP the General Partner to the extent necessary to permit MGP the General Partner to repurchase such REIT Class A Shares in accordance with such plan. D. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B7.5.A, the Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable lawlaw as the General Partner in its sole discretion deems advisable. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s 's Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP it Common Units corresponding to REIT Class A Shares issued by MGP the General Partner pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Partnership Units from MGP the General Partner to the extent necessary to permit MGP the General Partner to repurchase such REIT Class A Shares in accordance with such plan. D. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B7.5.A, the Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable lawlaw as the General Partner in its sole discretion deems advisable. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP Common the Company Partnership Units corresponding to REIT Class A Shares issued by MGP the Company pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Partnership Units from MGP the Company to the extent necessary to permit MGP the Company to repurchase such REIT Class A Shares in accordance with such plan. D. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General PartnerCompany, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B 7.5B and subject to Section 7.3.B7.3B, the Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable law. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP it Common Units corresponding to REIT Class A Common Shares issued by MGP the General Partner pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Units from MGP the General Partner to the extent necessary to permit MGP the General Partner to repurchase such REIT Class A Common Shares in accordance with such plan. D. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B7.5.A., the Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable lawlaw as the General Partner in its sole discretion deems advisable. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP the Company Common Units corresponding to REIT Class A Shares issued by MGP the Company pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Units from MGP the Company to the extent necessary to permit MGP the Company to repurchase such REIT Class A Shares in accordance with such plan. D. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General PartnerCompany, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it the Partnership has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B, the The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable law. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP Common it Units corresponding to REIT Class A Shares issued by MGP the General Partner pursuant to any Stock its Share Incentive Plan or any similar or successor plan and to repurchase such Common Units from MGP the General Partner to the extent necessary to permit MGP the General Partner to repurchase such REIT Class A Shares in accordance with such plan. D. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable. E. Except as expressly permitted by this Agreement, neither the General Partner nor any Affiliate of the General Partner shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, unless the General Partner determines in good faith that such transactions are fair and reasonable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B7.5.A, the Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable lawlaw as the General Partner in its sole discretion deems advisable. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP it Common Units corresponding to REIT Class A Shares issued by MGP the General Partner pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Partnership Units from MGP the General Partner to the extent necessary to permit MGP the General Partner to repurchase such REIT Class A Shares in accordance with such plan. D. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B, the Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable law. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP it Common Units corresponding to REIT Class A Common Shares issued by MGP the General Partner pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Units from MGP the General Partner to the extent necessary to permit MGP the General Partner to repurchase such REIT Class A Common Shares in accordance with such plan. D. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. (a) The Partnership may lend or contribute funds or other assets to its Subsidiaries or other Persons in which it has an equity investment, investment and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B, the (b) The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable lawlaw as the General Partner, in its sole and absolute discretion, believes are advisable. C. (c) Neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, obtain from or furnish goods or services to the Partnership, directly or indirectly, or engage in any transactions with the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable and no less favorable to the Partnership than would be obtained from an unaffiliated third party. (d) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans, stock option plans, and similar plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s 's Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP Common Units corresponding to REIT Class A Shares issued by MGP pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Units from MGP to the extent necessary to permit MGP to repurchase such REIT Class A Shares in accordance with such plan. D. (e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes shall determine. (f) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, such guarantees of debt or of other obligations of the General Partner, and/or of any Subsidiary or Affiliate of the General Partner, as the General Partner, in its sole and absolute discretion, shall determine. (g) Notwithstanding any other provision of this Agreement, in the event the General Partner transfers all or substantially all of its assets to the Partnership and as a result all or substantially all of the General Partner's assets are advisableowned through the Partnership, then (i) the Units of the General Partner and its Affiliates will assume an equal priority with Units held by the Original Limited Partners and for all purposes of this Agreement its Units shall be treated on a pari passu basis with Units held by the Original Limited Partners and the allocation and distribution provisions of this Agreement shall be amended appropriately pursuant to the provisions of Section 14.1(b)(5), and (ii) the General Partner will be authorized to issue interests to itself superior to those held by any other Limited Partner to the extent the General Partner at substantially the same time issues similar interests in its own securities or obligations and provides the proceeds of such issuance to the Partnership in exchange for such superior interests in the Partnership, provided that such superior Partnership interests provide only for payments in respect of such General Partner's securities or obligations in accordance with their terms.

Contracts with Affiliates. A. (a) The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in or favor of any Person. B. (b) Except as provided in Section 7.5.B and subject to Section 7.3.B7.5(a), the Partnership may transfer assets to joint ventures, other partnerships, corporations corporations, limited liability companies or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable law. C. (c) The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General General. Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP Common it Partnership Units corresponding to REIT Class A Shares issued by MGP the Company pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Partnership Units from MGP the Company to the extent necessary to permit MGP the General Partner to repurchase such REIT Class A Shares in accordance with such plan. D. (d) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B7.5.A., the Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable lawlaw as the General Partner in its sole discretion deems advisable. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP Common the Company Partnership Units corresponding to REIT Class A Shares issued by MGP the Company pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Partnership Units from MGP the Company to the extent necessary to permit MGP the Company to repurchase such REIT Class A Shares in accordance with such plan. D. Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable. E. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General PartnerCompany, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

Contracts with Affiliates. A. The Partnership may lend or contribute to Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. Any Person that has an equity investment in the Partnership may lend or contribute to the Partnership, and the Partnership may borrow funds from such Person, on terms and conditions established on the Partnership’s behalf in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in or favor of any Person. B. Except as provided in Section 7.5.B and subject to Section 7.3.B7.5.A, the Partnership may transfer assets to joint ventures, other partnerships, corporations corporations, limited liability companies or other business entities in which it is or thereby becomes a participant upon such terms and determined by the General Partner and subject to such conditions as are consistent with this Agreement and applicable law. C. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner Partner, or any of the Partnership’s 's Subsidiaries. The General Partner also is expressly authorized to cause the Partnership to issue to MGP Common it Partnership Units corresponding to REIT Class A Shares issued by MGP the General Partner pursuant to any Stock Plan or any similar or successor plan and to repurchase such Common Partnership Units from MGP the General Partner to the extent necessary to permit MGP the General Partner to repurchase such REIT Class A Shares in accordance with such plan. D. The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.