**Exhibit10.2**

***CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED BASED UPON AREQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE***

***SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED***

***WITH THE SECURITIES AND EXCHANGE COMMISSION***

**SECONDAMENDED AND RESTATED**

**LIMITEDLIABILITY COMPANY AGREEMENT**

**OF**

**W2005KAPALUA/GENGATE HOTEL HOLDINGS, L.L.C.**

**THEINTERESTS OF THE MEMBERS ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR THEDISTRICT OF COLUMBIA.  NO RESALE ORTRANSFER OF AN INTEREST BY A MEMBER IS PERMITTED EXCEPT IN ACCORDANCE WITH THEPROVISIONS OF THIS AGREEMENT AND ANY APPLICABLE FEDERAL OR STATE SECURITIESLAWS, AND ANY VIOLATION OF SUCH PROVISIONS COULD EXPOSE THE SELLING ORTRANSFERRING MEMBER AND THE COMPANY TO LIABILITY.**

**Datedas of March 28, 2007**

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**TABLEOF CONTENTS**
|           | ** ** | ** **                                                                                             | ** ** | **Page** |
|-----------|------------|--------------------------------------------------------------------------------------------------------|------------|----------|
| ARTICLE 1 |       | DEFINITIONS                                                                                            |       | 2        |
| 1.1       |       | Definitions                                                                                            |       | 2        |
| 1.2       |       | Rules of Construction                                                                                  |       | 18       |
| 1.3       |       | Terms Generally                                                                                        |       | 18       |
|      |       |                                                                                                   |       |     |
| ARTICLE 2 |       | THE COMPANY AND ITS BUSINESS                                                                           |       | 19       |
| 2.1       |       | Continuation of the Company                                                                            |       | 19       |
| 2.2       |       | Company Name                                                                                           |       | 19       |
| 2.3       |       | Term                                                                                                   |       | 19       |
| 2.4       |       | Filing of Certificate and Amendments                                                                   |       | 19       |
| 2.5       |       | Business; Scope of Members’ Authority                                                             |       | 19       |
| 2.6       |       | Principal Office; Mailing Address; Registered Agent                                                    |       | 20       |
| 2.7       |       | Names and Addresses of the Members                                                                     |       | 20       |
| 2.8       |       | Representations by the Members                                                                         |       | 21       |
| 2.9       |       | Control and Ownership of GHGP                                                                          |       | 22       |
| 2.10      |       | Control and Ownership of GKH                                                                           |       | 23       |
| 2.11      |       | OFAC and Patriot Act Compliance                                                                        |       | 23       |
| 2.12      |       | Indemnification                                                                                        |       | 24       |
| 2.13      |       | Representations by the Company                                                                         |       | 24       |
|      |       |                                                                                                   |       |     |
| ARTICLE 3 |       | MANAGEMENT OF COMPANY BUSINESS; MAJOR DECISIONS                                                        |       | 25       |
| 3.1       |       | Management and Control by the Managing Members                                                         |       | 25       |
| 3.2       |       | Role of GHGP and Limitations on its Authority                                                          |       | 26       |
| 3.3       |       | Management Agreements                                                                                  |       | 33       |
| 3.4       |       | Acts of the Company and the Members                                                                    |       | 33       |
| 3.5       |       | Waiver of Rights by Non-Managing Members                                                               |       | 34       |
| 3.6       |       | Sale of Property                                                                                       |       | 34       |
| 3.7       |       | Purchase of Additional MLPC Property                                                                   |       | 37       |
|      |       |                                                                                                   |       |     |
| ARTICLE 4 |       | RIGHTS AND DUTIES OF MEMBERS; EVENTS OF DEFAULT                                                        |       | 38       |
| 4.1       |       | Duties, Obligations and Compensation of Gengate                                                        |       | 38       |
| 4.2       |       | Other Activities of the Members                                                                        |       | 38       |
| 4.3       |       | Indemnification                                                                                        |       | 38       |
| 4.4       |       | Compensation of Members and their Affiliates;  Goldman, Sachs & Co. as Exclusive Financial Advisor |       | 39       |
| 4.5       |       | Dealing with Members                                                                                   |       | 40       |
| 4.6       |       | Use of Company Property                                                                                |       | 40       |
| 4.7       |       | Designation of Tax Matters Member                                                                      |       | 40       |
| 4.8       |       | GKH and GHGP Rights Upon Default                                                                       |       | 40       |
| 4.9       |       | Events of Default                                                                                      |       | 41       |
| 4.10      |       | Development Management Fee                                                                             |       | 44       |
| 4.11      |       | Marketing Rights of MLPC                                                                               |       | 44       |
| 4.12      |       | Residential Unit Sales Fee                                                                             |       | 44       |
| 4.13      |       | Sponsor Residential Space                                                                              |       | 44       |
|      |       |                                                                                                   |       |     |
| ARTICLE 5 |       | BOOKS AND RECORDS; REPORTS                                                                             |       | 45       |
| 5.1       |       | Books and Records                                                                                      |       | 45       |

 

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| 5.2        |   | Availability of Books and Records; Return of Books  and Records            |   | 45     |
|------------|--------|----------------------------------------------------------------------------|--------|--------|
| 5.3        |   | Reports and Statements; Annual Budgets and Business  Plans                 |   | 45     |
| 5.4        |   | Accounting Expenses                                                        |   | 46     |
| 5.5        |   | Bank Account                                                               |   | 46     |
| 5.6        |   | COGNOS Database                                                            |   | 47     |
| 5.7        |   | Reportable Transactions                                                    |   | 47     |
|       |   |                                                                       |   |   |
| ARTICLE 6  |   | CAPITAL CONTRIBUTIONS, LOANS AND LIABILITIES                               |   | 47     |
| 6.1        |   | Initial Capital Contributions and Initial Capital  Accounts of the Members |   | 47     |
| 6.2        |   | Capital Calls                                                              |   | 47     |
| 6.3        |   | Failure to Fund Capital Contributions                                      |   | 49     |
| 6.4        |   | Dilution for Failure to Fund Capital Calls                                 |   | 51     |
| 6.5        |   | Capital of the Company                                                     |   | 51     |
| 6.6        |   | Limited Liability of Members                                               |   | 51     |
| 6.7        |   | Dilution of MLPC                                                           |   | 51     |
|       |   |                                                                       |   |   |
| ARTICLE 7  |   | CAPITAL ACCOUNTS, PROFITS AND LOSSES AND ALLOCATIONS                       |   | 52     |
| 7.1        |   | Capital Accounts.                                                          |   | 52     |
| 7.2        |   | Profits and Losses                                                         |   | 52     |
|       |   |                                                                       |   |   |
| ARTICLE 8  |   | APPLICATIONS AND DISTRIBUTIONS OF AVAILABLE CASH                           |   | 56     |
| 8.1        |   | Applications and Distributions                                             |   | 56     |
| 8.2        |   | Restoration of Excess Distributions                                        |   | 58     |
| 8.3        |   | Repayment of Member Loans                                                  |   | 59     |
| 8.4        |   | Liquidation                                                                |   | 59     |
| 8.5        |   | Limitations on Distributions                                               |   | 59     |
| 8.6        |   | Withholding Taxes                                                          |   | 59     |
| 8.7        |   | Reimbursement                                                              |   | 60     |
|       |   |                                                                       |   |   |
| ARTICLE 9  |   | TRANSFER OF COMPANY INTERESTS                                              |   | 60     |
| 9.1        |   | Transfers of Interests by Members                                          |   | 60     |
| 9.2        |   | Assignment Binding on Company                                              |   | 60     |
| 9.3        |   | Substituted Members                                                        |   | 61     |
| 9.4        |   | Acceptance of Prior Acts                                                   |   | 61     |
| 9.5        |   | Additional Limitations                                                     |   | 61     |
| 9.6        |   | Bring-Along Rights                                                         |   | 62     |
| 9.7        |   | Tag-Along Rights                                                           |   | 62     |
|       |   |                                                                       |   |   |
| ARTICLE 10 |   | DISSOLUTION; WINDING UP AND DISTRIBUTION OF ASSETS                         |   | 62     |
| 10.1       |   | Dissolution                                                                |   | 62     |
| 10.2       |   | Winding Up                                                                 |   | 63     |
| 10.3       |   | Distribution of Assets                                                     |   | 63     |
| 10.4       |   | Deemed Contribution and Distribution                                       |   | 64     |
|       |   |                                                                       |   |   |
| ARTICLE 11 |   | AMENDMENTS                                                                 |   | 64     |
| 11.1       |   | Amendments                                                                 |   | 64     |
| 11.2       |   | Additional Members                                                         |   | 64     |
|       |   |                                                                       |   |   |
| ARTICLE 12 |   | MISCELLANEOUS                                                              |   | 64     |
| 12.1       |   | Further Assurances                                                         |   | 64     |
| 12.2       |   | Notices                                                                    |   | 65     |

 

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| 12.3  |   | Headings and Captions                         |   | 65 |
|-------|--------|-----------------------------------------------|--------|----|
| 12.4  |   | Variance of Pronouns                          |   | 65 |
| 12.5  |   | Counterparts                                  |   | 65 |
| 12.6  |   | Governing Law                                 |   | 65 |
| 12.7  |   | Consent to Jurisdiction                       |   | 66 |
| 12.8  |   | Arbitration.                                  |   | 66 |
| 12.9  |   | Partition                                     |   | 67 |
| 12.10 |   | Invalidity                                    |   | 67 |
| 12.11 |   | Successors and Assigns                        |   | 67 |
| 12.12 |   | Entire Agreement                              |   | 67 |
| 12.13 |   | Waivers                                       |   | 67 |
| 12.14 |   | Maintenance as a Separate Entity              |   | 67 |
| 12.15 |   | Confidentiality.                              |   | 67 |
| 12.16 |   | No Third Party Beneficiaries                  |   | 68 |
| 12.17 |   | Power of Attorney.                            |   | 68 |
| 12.18 |   | Construction of Documents                     |   | 69 |
| 12.19 |   | Standards of Conduct for the Managing Members |   | 70 |
| 12.20 |   | Partnership for Tax Purposes                  |   | 70 |
| 12.21 |   | Time of Essence                               |   | 70 |

 

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**ANNEXESAND SCHEDULES**

| Annex  A         |   | Description of RCK Property      |
|------------------|--------|----------------------------------|
| Annex B          |   | Description of Lease Tract       |
| Annex C          |   | Description of [*] Property      |
| Annex D          |   | Description of [*] Tract         |
| Annex E          |   | Description of [*] Tract         |
| Annex F          |   | Capital Improvement Program      |
| Schedule 2.9(a)  |   | Ownership Structure of GHGP      |
| Schedule 2.9(b)  |   | Organizational Documents of GHGP |
| Schedule 2.10(a) |   | Organizational Documents of GKH  |
| Schedule 2.10(b) |   | Ownership Structure of GKH       |
| Schedule 2.13(b) |   | Actions, Suits and Proceedings   |
| Schedule 3.4     |   | Representatives of Members       |
| Schedule 4.11    |   | Marketing Rights of MLPC         |
| Schedule 6.1     |   | Initial Capital Contributions    |
| Schedule 6.4     |   | Example of Dilution Calculation  |

 

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***CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED BASED UPON AREQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE***

***SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED***

***WITH THE SECURITIES AND EXCHANGE COMMISSION***

**SECONDAMENDED AND RESTATED**

**LIMITEDLIABILITY COMPANY AGREEMENT**

**OF**

**W2005KAPALUA/GENGATE HOTEL HOLDINGS, L.L.C.**

ThisSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as ofMarch 28, 2007, by and between the following members of W2005 Kapalua/GengateHotel Holdings, L.L.C. (the “Company”): (i) Whitehall Street Global RealEstate Limited Partnership 2005, a Delaware limited partnership (“WhitehallStreet”); (ii) Whitehall Street Global Employee Fund 2005, L.P., a Delawarelimited partnership (“Whitehall Employee Fund”); (iii) Gengate KapaluaHoldings GP, LLC, a Delaware limited liability company (“GHGP”) (iv)Gengate Kapalua Holdings, LLC, a Delaware limited liability company (“GKH”);and (v) MLP RCK, LLC, a Hawaii limited liability company (“MLPC”).

RECITALS

WHEREAS, the Company was formed as a limited liability company pursuantto the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, *et seq*.), as amended from time to time(the “Act”), pursuant to a Certificate of Formation of the Company,filed in the Office of the Secretary of State of the State of Delaware onFebruary 9, 2006;

WHEREAS, each ofWhitehall Street, Whitehall Employee Fund, GHGP and GKH entered into theLimited Liability Company Agreement of the Company dated as of January 9, 2006(the “Original LLC Agreement”);

WHEREAS, the Original LLCAgreement was amended, superseded and restated in its entirety by the Amendedand Restated Limited Liability Company Agreement of the Company dated as ofMarch 13, 2006 (the “First Amended and Restated LLC Agreement”);

WHEREAS, the Company owns 100% of the limited liability companyinterests in W2005 Kapalua/Gengate Hotel Mezzanine, L.L.C., a Delaware limitedliability company (“Kapalua Mezzanine”);

WHEREAS, Kapalua Mezzanine owns 100% of the limited liability companyinterests in W2005 Kapalua/Gengate Hotel Senior Mezzanine, L.L.C., a Delawarelimited liability company (“Kapalua Senior Mezzanine”);

WHEREAS, Kapalua Senior Mezzanine owns 100% of the limited liabilitycompany interests in W2005 Kapalua/Gengate Hotel Realty, L.L.C., a Delawarelimited liability company (“Kapalua/Gengate Realty”);

WHEREAS Kapalua/Gengate Realty is a party tothat certain Purchase and Sale Agreement, dated as of February 15, 2006, (the “RCKPurchase Agreement”) by and among Kapalua/Gengate Realty, as buyer, and RCKHawaii, LLC, d/b/a RCK Hawaii – Maui, a Delaware limited liability company, as seller,pursuant to which, Kapalua/Gengate Realty purchased the property commonly knownas The Ritz-Carlton Kapalua as more specifically described on Annex A hereto(the “RCK Property”);

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WHEREAS Kapalua/Gengate Realty is also a partyto that certain Sale, Purchase and Lease Termination Agreement, dated as of thedate hereof, by and among Kapalua/GengateRealty, as purchaser, the Company, and Maui Land & Pineapple Company, Inc.,a Hawaii corporation that is the sole member of MLPC (“MLPC Parent”), asseller (the “MLPC Lease Tract Purchase Agreement”) pursuant to whichKapalua/Gengate Realty purchased the real property described on Annex B hereto(the “Lease Tract”);

WHEREAS, the Company is also a party to thatcertain [*] Agreement, dated as of the date hereof, by and amongKapalua/Gengate Realty, as purchaser, the Company, and MLPC Parent, as seller(the “[*] Agreement”) pursuant to which MLPC Parent grantedKapalua/Gengate Realty (1) an [*] described on Annex C hereto (the “[*] Property”),(2) an [*] described on Annex D hereto (the “[*] Tract”), and (3) a [*] describedon Annex E hereto (the “[*] Tract”);

WHEREAS, each of WhitehallStreet, Whitehall Employee Fund, GHGP and GKH desire to admit MLPC as a Memberand to amend and restate the First Amended and Restated LLC Agreement in itsentirety by entering into this Agreement with MLPC;

NOW, THEREFORE, the Members, by execution of this Agreement, do herebycontinue the Company as a limited liability company pursuant to the Act, uponthe following terms and conditions and hereby amend and restate the FirstAmended and Restated LLC Agreement in its entirety as follows:

# ARTICLE 1

# DEFINITIONS

## 1.1                                 Definitions.  As used in this Agreement, the followingterms shall have the meanings set forth below:

“Act” shall have the meaning set forth in the Recitals.

“Additional Capital Contributions” shall have the meaning setforth in Section 6.2.

“Adjusted Contribution” shall have the meaning set forth inSection 6.4.

“Administrative Rights” shall mean any right of GHGP describedherein to take part in the governance, management, administration, operation orcontrol of the Company, including any right held by, or granted to, GHGP toconsent to, vote on or approve or otherwise participate in any action of theCompany, or to make any decision for, by or on behalf of the Company.

“Adverse Event” shall mean, with respect to any Person, theoccurrence of any Bankruptcy, any indictment or conviction of any crime, anycommission of fraud or any designation as a Specially Designated National orBlocked Person.

“Affiliate” shall mean, with respect to any Person:  (i) any other Person that directly orindirectly through one or more intermediaries controls or is controlled by oris under common control with such Person; (ii) any other Person owning orcontrolling ten percent (10%) or more of the outstanding voting securities of,or other ownership interests in, such Person (or any other Person in which suchPerson owns

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ten percent (10%) or more of the outstanding voting securities orownership interests); (iii) any officer, director, general partner or managingmember of such Person; and (iv) if such Person is an officer, director, generalpartner or managing member of any Person, the Person for which such Person actsin any such capacity.

“Agreement” shall mean this Second Amended and Restated LimitedLiability Company Agreement of the Company, as it may hereafter be amended ormodified from time to time.

“Annual Budget” shall mean the annual operating budget andannual capital budget for the Company prepared by GHGP for approval pursuant toSection 3.2(d)(5) and Section 5.3.

“Applicable Dilution Factor” shall mean (i) 1.5, with respect toAdditional Capital Contributions to fund (and payable pursuant to) MandatoryCapital Calls and (ii) 1.0, with respect to Additional Capital Contributionsrequested to be funded pursuant to Discretionary Capital Calls.

“Appointment Date” shall have the meaning set forth in Section4.9(a)(v).

“Appraised Value” shall mean the dollar value determined byagreement between the Whitehall Group and a Member or, failing such anagreement prior to the Appointment Date, the determination of the value of theCompany Assets in accordance with the following procedure:

### 1.                                       TheAppraisers appointed by the Members in accordance with Section 4.9(a)(v) shalleach determine the value of the Company Assets (each, a “Valuation”) inaccordance with generally accepted professional appraisal standards and deliversuch determination in writing within thirty (30) days following the AppointmentDate.  The Whitehall Group and theDefaulting Member shall each have the right to submit to those Appraisersevidence with respect to value.

### 2.                                       Ifthe difference between the Valuations is less than an amount equal to fivepercent (5%) of the lower Valuation, then the average of the Valuations shallbe the Appraised Value.

### 3.                                       Ifthe difference between the Valuations is greater than or equal to an amountequal to five percent (5%) of the lower Valuation, then the Appraisersappointed by the Members in accordance with Section 4.9(a)(5) shall appoint athird Appraiser (the “Third Appraiser”) within ten (10) days after thedelivery of their respective Valuations. If the Appraisers appointed by the Members in accordance with Section4.9(a)(v) cannot agree on a Third Appraiser within such time, then theWhitehall Group and the Defaulting Member shall appoint a Third Appraiser withinten (10) days thereafter.  If theWhitehall Group and the Defaulting Member cannot agree on a Third Appraiserwithin such time, then, upon the application of either party within five (5)days thereafter, the Third Appraiser shall be selected by or on behalf of thePresident of the Appraisal Institute upon the application of either party, whoshall be instructed to select the Third Appraiser within ten (10) days.

### 4.                                       TheThird Appraiser’s Valuation shall be the Appraised Value unless such Valuationis higher than the highest Valuation of the Appraisers appointed by the Membersin accordance with Section 4.9(a)(v) or lower than the lowest Valuation of theAppraisers appointed by the Members in accordance with Section 4.9(a)(v), inwhich case the Appraised Value shall be such highest or lowest Valuation of theAppraisers appointed by the Members in accordance with Section 4.9(a)(v), asapplicable.

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### 5.                                       Ifany Appraiser appointed by the Members in accordance with Section 4.9(a)(v) orthe Third Appraiser becomes unable or unwilling to provide a Valuation, asuccessor Appraiser shall be appointed in the same manner as the Person who isunwilling or unable to perform.

### 6.                                       Inthe event an Appraiser shall not deliver a Valuation within the time requiredherein, then the Valuation of the Appraiser who delivers a Valuation firstshall be the Appraised Value.

“Appraiser” shall mean a certified member of the AppraisalInstitute with a national practice who has at least ten (10) years’ standingand established experience in appraising hospitality properties in Hawaii.

“Approved Budget” shall mean the Annual Budget for the BudgetYear in question, in each case as approved in accordance with the provisionshereof and as any of the same may be amended from time to time in accordancewith the provisions of this Agreement.

“Asset Manager” shall mean Gencom Asset Management Company,L.P., a Texas limited partnership.

“Asset Management Agreement”, any asset management agreement,entered into on or after the date of the First Amended and Restated LLCAgreement, between the Company and/or any Subsidiary, on the one hand, and theAsset Manager or any other Affiliate of either of the Gengate Members or any ofthe Gengate Principals, on the other.

“AvailableCapital Event Proceeds” shall mean the proceeds of a Capital Event afterdeducting reasonable and/or customary expenses the Company or any Subsidiaryincurred in connection therewith.

“Available Cash Flow” shallmean, for any specified period, the excess, if any, of

(A)                              the sum of (i) all cash receipts (other thanAvailable Capital Event Proceeds) of the Company and the Subsidiaries duringsuch period from whatever source, including receipts from the sale ofone or more dwelling units and/or residential units from dwelling and/or residentialdevelopment by the Company or a Subsidiary of the [*] Tract, the [*] Tract orthe [*] Site and (ii) any working capital andreserves of the Company and the Subsidiaries existing at the start of suchperiod, *less*

(B)                              the sum of (i) all cash amounts paid or payable(without duplication) in such period on account of any expenses of any typewhatsoever (including capital expenditures, operating expenses, fees due andpayable under the Property Management Agreement, the Asset Management Agreementand this Agreement, taxes, amortization or other payments of principal andinterest on any debt of the Company and the Subsidiaries, expenses incurred inconnection with the satisfaction of any refinancing of the Property, the [*]Site, the [*] Tract or Company Assets) other than expenses taken into accountin determining Available Capital Event Proceeds and (ii) any cash reserves thatare required to be funded by the terms of any Property Debt or that theManaging Members (acting pursuant to Section 3.2(d)) reasonably determine maybe

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requiredfor the working capital, capital expenditures and future needs of the Companyand the Subsidiaries or, if the Managing Members have not yet made thatdetermination for that period, an amount equal to (x) one hundred five percent(105%) of the amounts required for the working capital and capital expendituresof the Company and the Subsidiaries as set forth in the Company’s ApprovedBudget with respect to such period, or (y) if greater, the amount of reservesfor working capital held by the Company and the Subsidiaries on the first dayof such period (net, in each case, of the Company’s projected income for therelevant period).

“Award” shall mean any compensation paid by any GovernmentalAuthority in connection with a Condemnation in respect of all or any part ofthe Property.

“Bankruptcy” shall mean, with respect to the affected party: (i)the entry of an Order for Relief under the Bankruptcy Code; (ii) the admissionby such party of its inability to pay its debts as they mature; (iii) themaking by it of an assignment for the benefit of creditors; (iv) the filing byit of a petition in bankruptcy or a petition for relief under the BankruptcyCode or any other applicable federal or state bankruptcy or insolvency statuteor any similar law; (v) the expiration of sixty (60) days after the filing ofan involuntary petition under the Bankruptcy Code; or an involuntary petitionseeking liquidation, reorganization, arrangement or readjustment of its debtsunder any other federal or state insolvency law, *provided*that the same shall not have been vacated, setaside or stayed within such (60) sixty-day period; (vi) an application by suchparty for the appointment of a receiver for the assets of such party; or (viii)the imposition of a judicial or statutory lien on all or a substantial part ofits assets unless such lien is discharged or vacated or the enforcement thereofstayed within sixty (60) days after the effective date of such lien.  With respect to a Member, the foregoingdefinition of “Bankruptcy” is intended to replace and shall supersede andreplace the definition of “Bankruptcy” set forth in Section 18-101(1) and18-304 of the Act.

“Bankruptcy Code” shall mean Title 11 of the United States Code,as amended.

“Book Value” shall mean, with respect to any Company Asset, itsadjusted basis for federal income tax purposes, except that the initial BookValue of any asset contributed by a Member to the Company shall be an amountequal to the agreed gross fair market value of such asset, and such Book Valueshall thereafter be adjusted in a manner consistent with Treasury RegulationsSection 1.704-l(b)(2)(iv)(g) for revaluations pursuant to Section 7.1(b) andfor the Depreciation taken into account with respect to such asset.

“Budget Year” shall mean (i) the period beginning on theEffective Date and ending on December 31, 2006 and (ii) any successive yearlyperiod (beginning January 1 and ending December 31) thereafter.

“Business Day” shall mean a day upon which banks in the City ofNew York are authorized or required by law to be closed.

“Business Plan” shall mean, with respect to each Budget Year,the Approved Budget for such Budget Year in effect together with the annualstrategic plan prepared by GHGP and approved in accordance with Section 3.2(d)of this Agreement for such Budget Year (as the same may be modified inaccordance with the terms hereof).

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“Capital Account” shall mean, when used in respect of anyMember, the Capital Account maintained for such Member in accordance with Section7.1, as said Capital Account may be increased or decreased from time to timepursuant to the terms of this Agreement.

“Capital Call” shall mean any Mandatory Capital Call orDiscretionary Capital Call, delivered in accordance with Section 6.2 hereof, requestingAdditional Capital Contributions, which Mandatory Capital Call or DiscretionaryCapital Call shall state (x) the total amount of Additional CapitalContributions required to be made by all Members and (y) each Member’s *pro rata*share of such total AdditionalCapital Contributions based on such Member’s Percentage Interest.

“Capital Contribution” shall mean, when used with respect to anyMember, the aggregate amount of capital contributed or deemed contributed tothe Company by such Member in accordance with Article 6 (including such Member’sInitial Capital Contribution and any Additional Capital Contributions made bysuch Member).

“CapitalEvent” shall mean (i) a financing or refinancing (in whole or in part, andincluding any refinancing effected by amendment or modification of an existingfinancing) by the Company or any of its Subsidiaries of the Property Debt, (ii)a sale or other disposition of the Property or (after acquisition thereof bythe Company or a Subsidiary) the [*] Site or [*] Tract, or any portion thereof(other than items of personal property in the ordinary course of business butincluding, without limitation, a sale in foreclosure) by the Company or any ofits Subsidiaries or of the Company’s interests in any of the Subsidiaries or(iii) the receipt by the Company or any of its Subsidiaries of InsuranceProceeds (other than business interruption insurance) or an Award, to theextent not used to rebuild or restore the Property, [*] Site or [*] Tract;provided, however, that (A) a new financing or refinancing of any debt incurredby the Company or one or more of the Subsidiaries for purposes of constructionactivity at the Property, the [*] Tract, the [*] Tract and/or the [*] Tractshall not constitute a Capital Event and (B) the sale of a dwelling unit and/orresidential unit from dwelling and/or residential development by the Company ora Subsidiary of the [*] Tract, the [*] Tract or the [*] Site shall notconstitute a Capital Event.

“Capital Improvements Budget” shall mean a detailed budget forthe Capital Improvement Program of the Property.  Any change, modification or reallocation toor within the Capital Improvement Budget may be made only with the consent ofthe Capital Members.

“Capital Improvement Program” shall mean the capitalimprovements, deferred maintenance, environmental remediation, expansion,modification and other work described in more detail in Annex F hereto, as suchschedule may be modified from time to time with the consent of the CapitalMembers.

“Capital Member” shall mean each of Whitehall Street, WhitehallEmployee Fund, GKH, MLPC and any transferees of the foregoing permittedhereunder, but only so long as any such Person continues in its capacity as aequity member in the Company; and “Capital Members” shall mean eachPerson described as a Capital Member, collectively.

“Certificate” shall mean the Certificate of Formation of theCompany filed with the Secretary of State of the State of Delaware on February9, 2006.

“Closing Period” shall have the meaning set forth in Section3.6(c).

“Code” shall mean the Internal Revenue Code of 1986, as amended,or any corresponding provision(s) of succeeding law.

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“Company” shall mean W2005 Kapalua/Gengate Hotel Holdings,L.L.C., a Delaware limited liability company, as said Company may from time totime be hereafter constituted.

“Company Assets” shall mean all right, title and interest of theCompany in and to all or any portion of the assets of the Company, any property(real, personal, tangible or intangible) or estate acquired in exchangetherefor, including specifically 100% of the equity interests in KapaluaMezzanine.

“Company Loan” shall have the meaning set forth in Section6.2(c).

“Condemnation” shall mean a temporary or permanent taking by anyGovernmental Authority, as the result or in lieu or in anticipation of theexercise of the right of condemnation or eminent domain, of all or any part ofthe Property or any interest therein or right accruing thereto, including anyright of access thereto or any change of grade affecting the Property or anypart thereof.

“Confidential Information” shall have the meaning set forth inSection 12.15.

“Contributing Member” shall have the meaning set forth inSection 6.3.

“Control” shall mean, when used with respect to any Person, thepower to direct the management and policies of such Person, directly orindirectly, whether through the ownership of voting securities or other votinginterests, by contract or otherwise, and the terms “controlling” and “controlled”shall have the meanings correlative to the foregoing.

“Credit Enhancement Fee” shall have the meaning set forth inSection 4.4(a).

“Debtor Member” shall have the meaning set forth in Section 8.3.

“Deemed Distribution” shall have the meaning set forth inSection 8.6.

“Default Notice” shall have the meaning set forth in Section4.8(a).

“Default Purchase Notice” shall have the meaning set forth inSection 4.9(a)(i).

“Default Purchase Price” shall have the meaning set forth inSection 4.9(a)(ii).

“Default Rate” shall mean a rate of interest (compoundedmonthly) equal to *the lesser of*(i)*the greater of*(x) a fluctuatingrate of interest at fifteen percent (15%) per annum in excess of the prime rateof interest publicly announced by Citibank, N.A. or its successors from time totime *and* (y) twenty-five percent(25%) per annum *and* (ii) themaximum rate permitted by applicable law. Notwithstanding the foregoing, the Default Rate on a Member Loan made toa Member who fails to fund a Discretionary Capital Call or on a Company Loanmade in connection with a Discretionary Capital Call shall mean a rate ofinterest (compounded monthly) equal to *thelesser of*(i) *the greater of*(x)a fluctuating rate of interest at five percent (5%) per annum in excess of theprime rate of interest publicly announced by Citibank, N.A. or its successorsfrom time to time *and*(y) fifteenpercent (15%) per annum*and* (ii)the maximum rate permitted by applicable law.

“Delaware Court” shall have the meaning set forth in Section12.7.

“Depreciation” shall mean, with respect to any Fiscal Year, allnon-cash deductions allowable under the Code, including all deductionsattributable to depreciation or cost recovery with respect to Company Assets,including any improvements made thereto and any tangible personal propertylocated

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therein, or amortization of the cost of any intangible property orother assets acquired by the Company, which have a useful life exceeding oneyear; *provided*, *however*, that with respect to any CompanyAsset whose tax basis differs from its Book Value at the beginning of suchFiscal Year or other period, Depreciation shall be an amount which bears thesame ratio to such beginning Book Value as the depreciation, amortization orother cost recovery deduction for such period with respect to such asset forfederal income tax purposes bears to its adjusted tax basis as of the beginningof such Fiscal Year; *provided*, *however*, that if the federal income taxdepreciation, amortization or other cost recovery deduction for such FiscalYear is zero, Depreciation shall be determined using any reasonable methodselected by the Managing Members.

“[*] Agreement”shall have the meaning ascribed to it in the MLPC Lease Tract PurchaseAgreement.

“Development Management Fee”  shall have the meaning set forth in Section4.10.

“Discretionary Capital Call” shallhave the meaning set forth in Section 6.2.

“Dispute Notice” shall have themeaning set forth in Section 4.8(a).

“Effective Date” shall mean the datehereof.

“Electing Non-Triggering Party” shallhave the meaning set forth in Section 3.6(d).

“ElectionPeriod” shall have the meaning set forth in Section 3.6(b).

“EnvironmentalGuaranty Payment” shall have the meaning set forth in Section 6.2(e).

“ERISA” shall mean the Employee Retirement Income Security Actof 1974 (or any successor legislation thereto), as amended from time to time.

“[*] Sale and Purchase Agreement” shall have the meaning setforth in the [*] Agreement.

“[*] Tract”shall have the meaning ascribed to it in the Recitals.

“[*] Preferred Return”shall mean an amount equal to $[*] of saleable residential spacedeveloped by Kapalua/Gengate Realty on the [*] Tract entitled with the [*] anda [*] in excess of [*] of saleable residential space, payablein accordance with Section 8.1 from MLPC Residential Cash flow attributableto dwelling and/or residential development by the Company or a Subsidiary ofthe [*] Tract.  This is not intended tobe a guaranteed payment within the meaning of Code § 707.

“Event of Default” shall mean the occurrence of any one or moreof the following events:

### 1.                                       the gross negligence, fraud, defalcation (other thana mere failure to meet an obligation that does not involve the misappropriationof funds) or willful misconduct by the Asset Manager under or in connectionwith  the occurrence, after theexpiration, without cure, of any applicable cure period, of any event (otherthan a sale of the Property ) that would permit the termination by the Companyof the Asset Management Agreement;

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### 2.                                       the gross negligence, fraud, defalcation (other thana mere failure to meet an obligation that does not involve the misappropriationof funds) or willful misconduct by GHGP, GKH or any Gengate Principal in carrying out its duties and obligationsunder or in connection with, or a material breach by GHGP, GKH or any GengatePrincipal of or under, this Agreement;

### 3.                                       any criminal indictment or conviction with respect to(x) GHGP or GKH, (y) any Gengate Principal or any of the representatives ofGengate listed on Schedule 3.4 or (z) any other officer, director,general partner or managing member of GHGP or GKH or any Affiliate of GHGP orGKH (if such officer, director, general partner or managing member is involvedin the management of the Property); provided, however, that in the event thatthat an Event of Default is triggered pursuant to clause (z) above, if suchofficer, director, general partner or managing member is terminated withintwenty-four (24) hours of the indictment or conviction and the Company isreimbursed within ten (10) business days by GHGP or GKH for any damages theCompany has incurred as a result of any actions of such person, such criminalindictment or conviction shall not be deemed an Event of Default;

### 4.                                       the occurrence of any Bankruptcy with respect to GHGPor GKH; or

### 5.                                       the failure of GKH to fund any Mandatory Capital Callmade pursuant to Section 6.2(a)(i) or Section 6.2(a)(ii).

For purposes of (2)  above,except as otherwise specified in this Agreement, to the extent any event orcircumstance constitutes a breach of this Agreement, such event or circumstanceshall not constitute an “Event of Default” until notice of such event orcircumstance shall have been delivered to GHGP or GKH in accordance withSection 12.2 and such event or circumstance shall be unremedied on the datethat is: (i) twenty (20) days after delivery of such notice to GHGP or GKH, asapplicable, for any non-monetary default (or if such remedy, notwithstandingthe exercise of diligent efforts by GHGP or GKH, as applicable, cannotreasonably be effected within such twenty (20)-day period, such longer periodas may be required to effect the same with the exercise of diligent, good faithefforts, but in no event longer than *thefirst to occur of:*(x) the date ninety (90) days from the initialdelivery of notice to GHGP or GKH, *and*(y) the end of the cure period provided pursuant to the terms of any applicableLoan Agreement or other agreement between the Company and any third party; *provided* that such longer period shall notbe available (and an Event of Default shall be deemed to have occurred on the20th day) if such non-monetary default has or is reasonably likely to have amaterial adverse effect on the Company) and (ii) five (5) days after deliveryof such notice to GHGP or GKH for any monetary default.  Furthermore, with respect to (1) or (2)above, if the Asset Manager, GHGP or GKH take any action or fail to take anyaction that would otherwise constitute an Event of Default triggered solely bysuch entity’s gross negligence and if the damages incurred by the Company orany of its Members as a result of the gross negligence can be cured by amonetary payment, the Asset Manager, GHGP and GKH, collectively, shall have theright, not more than twice over the term of the Company,  to cure such Event of Default by making,within ten (10) Business Days after the occurrence of such gross negligence, amonetary payment to the party that incurred such damages in an amount equal tosuch damages; provided, however, that upon the third such occurrence of grossnegligence by any of the Asset Manager, GHGP or GKH (or any combination ofthem) such event shall constitute an Event of Default and shall not be subjectto cure.

“Failed Contribution” shall have the meaning set forth inSection 6.3.

“First Amended and Restated LLC Agreement” shall have themeaning set forth in the Recitals.

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“Fiscal Year” shall mean the fiscal year of the Company, whichshall be the calendar year; but *provided*that the first “Fiscal Year” shall be the period from March 13, 2006 untilDecember 31, 2006 and upon termination of the Company, “Fiscal Year”shall mean the period from the end of the last preceding Fiscal Year to thedate of such termination.

“Funded Portion” shall have the meaning set forth in Section6.3(a).

“Gengate Actual Promote” shall mean with respect to eachdistribution made hereunder, the amount distributed to Gengate Members less theamount that would have been distributed had such distribution been made on apro rata basis to all Capital Members in accordance with the Members’Percentage Interests in effect at the time of such distribution.

“Gengate Guarantor”  shallmean (i) Karim Alibhai, (ii) Mahmood Khimji, and (iii) each other member ofGHGP.  For avoidance of doubt, if anyPerson shall hereafter become a member of GHGP, such Person shall execute thisAgreement as a Gengate Guarantor for purposes of Section 8.2.

“Gengate Members” shall mean, collectively, GHGP and GKH; and “GengateMember” shall mean each of GHGP and GKH.

“Gengate Principals” shall mean, collectively, Karim Alibhai andMahmood Khimji and such other Persons as may be approved in writing byWhitehall Street or Whitehall Employee Fund (in its discretion) from time totime.

“GHGP” shall have the meaning set forth in the Preamble.

“GKH” shall have the meaning set forth in the Preamble.

“Governmental Authority” shall mean any court, board, agency,commission, office, central bank or other authority of any nature whatsoeverfor any governmental unit (federal, State, county, district, municipal, city,country or otherwise) or quasi-governmental unit whether now or hereafter inexistence.

“Gross Operating Profits” shall have the meaning set forth inthe Property Management Agreement.

“GrossRevenues” shall have the meaning set forth in the Property ManagementAgreement.

“[*]  Tract” shall have the meaning ascribed toit in the Recitals.

“[*]  Preferred Return” shall mean an amountequal to $[*] of saleable residential space developed by Kapalua/Gengate Realtyon the [*] Tract entitled with the [*] and a [*], payablein accordance with Section 8.1 from MLPC Residential Cash flow attributableto dwelling and/or residential development by the Company or a Subsidiary ofthe [*] Tract.  This is not intended tobe a guaranteed payment within the meaning of Code § 707.

“Hotel”shall have the meaning given to such term in the MLPC Lease Tract Purchase Agreement.

“Improvement Letter of CreditReimbursement Agreement” shall mean that reimbursement agreement betweenone or more Members or Affiliates of the Whitehall Group on one hand, and the bankor banks issuing the Improvement Letter of Credit on the other (which agreementmay be a separate agreement relating solely to such letter of credit or acredit facility agreement relating to such letter of credit as well as otherextensions of credit).

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“Initial Capital Contribution” shallmean, with respect to any Member, the aggregate initial capital contributionmade, deemed made or to be made by such Member as of the Effective Datepursuant to Section 6.1 as shown on Schedule 6.1.

“Insurance Proceeds” shall mean theproceeds of any policy of property or title insurance.

“Interest” shall mean the entirelimited liability company interest of a Member in the Company at any particulartime, including the right of such Member to any and all benefits to which aMember may be entitled as provided in this Agreement, together with theobligations of such Member to comply with all the terms and provisions of thisAgreement.

“Internal Rate of Return” shall mean,with respect to an investment, the discount rate that would cause the netpresent value of all cash inflows (*i.e.*,Capital Contributions) relating to such investment and all cash out-flows (*i.e.*, distributions from the Company tothe Members making such Capital Contributions on account of such investment(whether from operating cash flow or capital transaction proceeds) to be equalto zero dollars ($0).  A Member shall bedeemed to have received a specified Internal Rate of Return, with respect toany Capital Contributions, when such Member has received ***a return of***all suchCapital Contributions made by such Member *plus*a cumulative, annually compounded, ***return on***such Capital Contributions at thespecified rate per annum calculated commencing on the date such CapitalContributions are made and compounded annually to the extent not paid on acurrent basis, taking into account the timing and amounts of all previousdistributions of Available Cash Flow and Available Capital Event Proceeds madeby the Company to such Member and the timing and amounts of all previousCapital Contributions made to the Company by such Member.  For purposes of computing such Internal Rateof Return, (i) all cash in-flows and cash out-flows will be discounted topresent value using monthly measuring periods, (ii) any distribution ofAvailable Cash Flow and Available Capital Event Proceeds received by a Member,or any Capital Contribution made by a Member, in either case at any time duringa particular month, shall be deemed to be received or made (as applicable) bysuch Member on the first day of such month, (iii) amounts received by a Memberon account of a Company Loan made by such Member and Capital Contributionsreturned to any Member pursuant to Section 6.2(c) hereof shall be disregardedin calculating such Member’s Internal Rate of Return and shall not be deemed tobe a distribution, (iv) amounts received by a Lender Member on account of aMember Loan from distributions that otherwise would have been made to theDebtor Member shall be deemed received by the Debtor Member and not the LenderMember for purposes of calculating the Internal Rate of Return and (v) amountsreceived by a Member or its Affiliates as Credit Enhancement Fees shall bedisregarded.

“Investment” shall mean, relative toany Person (i) any loan or advance made by such Person to any other Person(excluding advances made to officers and employees in the ordinary course ofbusiness); (ii) the purchase by such Person of any debt obligation of any otherPerson; (iii) any contingent liability of such Person; and (iv) any ownershipor similar interest held by such Person in any other Person.

“IRS” shall mean the Internal RevenueService and any successor agency or entity thereto.

“Kapalua Mezzanine” shall have themeaning set forth in the Recitals.

“Kapalua/Gengate Realty” shall havethe meaning set forth in the Recitals.

“Kapalua Senior Mezzanine” shall havethe meaning set forth in the Recitals.

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“Lease Tract” shall have the meaningset forth in the Recitals.

“Lender Member” has the meaning setforth in Section 8.3.

“List” shall mean the SpeciallyDesignated Nationals and Blocked Persons List maintained by the Office ofForeign Assets Control, Department of the Treasury, and/or on any other similarlist maintained by the Office of Foreign Assets Control pursuant to any authorizingstatute, executive order or regulation.

“Loan Agreements” shall mean thoseloan agreements, mortgages, pledges, guaranties and the like secured by theCompany Assets, the Property or by which the Company is bound, whether nowexisting or hereafter entered into.

“Loan Guaranty” shall mean a partialor full guaranty of principal and/or interest in respect of any loan, aguaranty of cost overruns or debt service or any other guaranty or assurance ofpayment provided by a Member or its Affiliates to a lender.  For the avoidance of doubt, any agreement toreimburse a bank that issues a letter of credit to or for the benefit of thelender should be deemed to be a Loan Guaranty, but excluding any guaranty ofnon-recourse carve-outs.

“Losses” shall have the meaning setforth in Section 7.2.

“Major Decision” shall have themeaning set forth in Section 3.1(a).

“Management Agreements” shall have themeaning set forth in Section 3.3.

“Managing Members” shall mean initially, WhitehallStreet, Whitehall Employee Fund and GKH; provided, that if there is an Event ofDefault, the Managing Members shall mean Whitehall Street and WhitehallEmployee Fund.

“Mandatory Capital Call” shall have the meaning set forth inSection 6.2(a).

“Mandatory Capital Call Threshold” shall mean $35,000,000,inclusive of the Capital Contributions funded through the Effective Date; *provided*, that if the Company or any ofits Subsidiaries enters into any future transactions that require the CapitalMembers to contribute additional capital into the Company or to provide a LoanGuaranty, the “Mandatory Capital Call Threshold” shall be increased by anamount equal to such capital contribution and/or Loan Guaranty.

“Marketing Period” shall have the meaning set forth in Section3.6(c).

“Material Action” shall have the meaning set forth in Section13.1(b).

“Material Contract” shall mean any contract pursuant to whichthe Company is obligated to pay or expend more than $100,000 in any Fiscal Yearor more than $250,000 in the aggregate, or to perform, or to engage a thirdparty or an Affiliate of GHGP or GKH to perform, material construction,renovation or remodeling work on the Property.

“Member” shall mean each of Whitehall Street, Whitehall EmployeeFund, GHGP, GKH, MLPC and any transferees of the foregoing permitted hereunder,but only so long as any such Person continues in its capacity as a equitymember in the Company; and “ Members” shall mean each Person describedas a Member, collectively.

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“Member-Funded Debt” shall mean any non-recourse debt of theCompany that is loaned or guaranteed by any Member and/or is treated as Membernon-recourse debt with respect to a Member under Treasury Regulations Section1.704-2(b)(4).

“Member Loan” shall have the meaning set forth in Section6.3(b).

“Minimum Gain” shall mean an amount equal to the excess of theprincipal amount of debt, for which no Member is liable (“nonrecourse debt”),over the adjusted basis of the Company Assets which represents the minimumtaxable gain that would be recognized by the Company if the nonrecourse debtwere foreclosed upon and the Company Assets were transferred to the creditor insatisfaction thereof, and which is referred to as “minimum gain” in TreasuryRegulations Section 1.704-1(b)(4)(iv).  AMember’s share of Minimum Gain shall be determined pursuant to TreasuryRegulations Section 1.704-2.

“MLPC” shall have the meaning set forth in the Preamble.

“MLPC Advance Capital Amount” shall mean an amount equal to$4,090,909 minus an amount equal to MLPC’s *pro rata*portion (based on the Percentage Interest of each Capital Member) of MandatoryCapital Calls made and funded by the Capital Members (other than MLPC) inaccordance with Section 6.2 after the Effective Date.  For example, if there is a $5,000,000Mandatory Capital Call after the Effective Date, an amount equal to MLPC’s prorata portion of that Mandatory Capital Call amount is $1,071,430 and from andafter the date such Mandatory Capital Call is funded by all Capital Members(other than MLPC) the MLPC Advance Capital Amount will be $3,019,479 [which is$4,090,909 minus $1,071,430].

“MLPC Advance Capital Amount Return” shall mean the actualinterest or other earnings on the MLPC Advance Capital Amount invested by theCompany as directed by MLPC in its discretion, during the particular period forwhich such amount is used in a calculation.

“MLPC Capital Preferred Return” shall mean an amount equal to(i) the MLPC Advance Capital Amount Return, multiplied times (ii) the MLPC AdvanceCapital Amount as of the Quarterly Payment Date preceding the date on which theMLPC Capital Preferred Return is to be paid; provided, however, that in thecase of the first payment of MLPC Capital Preferred Return, the interest rateand the MLPC Advance Capital Amount shall be determined as of the EffectiveDate.

“MLPC Event of Default” shall mean the occurrence of any one ormore of the following events:

### 6.                                       thegross negligence, fraud, defalcation (other than a mere failure to meet anobligation that does not involve the misappropriation of funds) or willfulmisconduct by MLPC in carrying out its duties and obligations under or inconnection with, or a material breach by MLPC of or under, this Agreement;

### 7.                                       theoccurrence of any Bankruptcy with respect to MLPC or MLPC Parent;

### 8.                                       thefailure of MLPC to fund any Mandatory Capital Call made pursuant to Section6.2(a)(i) or Section 6.2(a)(ii) which it is obligated to fund; or

### 9.                                       a default or event of default by MLPC Parent underthe MLPC Lease Tract Purchase Agreement, the [*] Agreement or the [*] Sale andPurchase Agreement or [*] Tract Sale and Purchase Agreement.

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For purposes of (1)  above,except as otherwise specified in this Agreement, to the extent any event orcircumstance constitutes a breach of this Agreement, such event or circumstanceshall not constitute a “MLPC Event of Default” until notice of such event orcircumstance shall have been delivered to MLPC in accordance with Section 12.2and such event or circumstance shall be unremedied on the date that is: (i)twenty (20) days after delivery of such notice to MLPC for any non-monetarydefault (or if such remedy, notwithstanding the exercise of diligent efforts byMLPC cannot reasonably be effected within such twenty (20)-day period, suchlonger period as may be required to effect the same with the exercise ofdiligent, good faith efforts, but in no event longer than *the first to occur of:*(x) the date ninety(90) days from the initial delivery of notice to MLPC, *and* (y) the end of the cure periodprovided pursuant to the terms of any applicable Loan Agreement or otheragreement between the Company and any third party; *provided* that such longer period shall not be available (anda MLPC Event of Default shall be deemed to have occurred on the 20th day) ifsuch non-monetary default has or is reasonably likely to have a materialadverse effect on the Company) and (ii) five (5) days after delivery of suchnotice to MLPC for any monetary default. Furthermore, with respect to (1) above, if MLPC takes any action orfails to take any action that would otherwise constitute a MLPC Event ofDefault triggered solely by such entity’s gross negligence and if the damagesincurred by the Company or any of its Members as a result of the grossnegligence can be cured by a monetary payment, MLPC shall have the right, notmore than twice over the term of the Company, to cure such MLPC Event of Default by making, within ten (10) BusinessDays after the occurrence of such gross negligence, a monetary payment to eachparty that incurred such damages in an amount equal to such damages; provided,however, that upon the third such occurrence of gross negligence by MLPC, suchevent shall constitute a MLPC Event of Default and shall not be subject to curein accordance with this sentence.

“MLPC Parent” shall mean Maui Land & Pineapple Company,Inc., a Hawaii corporation that is the sole member of MLPC.

“Lease Tract” shall have the meaning set forth in the Recitals.

“MLPC Lease Tract Purchase Agreement” shall have the meaning setforth in the Recitals.

“MLPC Preferred Returns” shall mean the [*] Preferred Return, [*]Preferred Return and the [*] Preferred Return.

“MLPC Residential Development Cash Flow” shall mean AvailableCash Flow, Available Capital Event Proceeds, without reduction for MLPCPreferred Returns or [*] Minimum Return (if any), attributable to dwellingand/or residential development by the Company or a Subsidiary of, andcalculated separately for, each of (i) the [*] Site, (ii) the [*] Tract, and(iii) the [*] Tract.

“Necessary Expenditures” shall mean all costs, expenditures oramounts required to be expended, whether or not of a recurring nature, thatrelate to the Property, the [*] Site or the [*] Tract, or to an existingCompany Asset and that a Member determines (i) are provided for in an ApprovedBudget, (ii) are necessary for real estate taxes, insurance payments, costs ofrestoring the assets of the Company or a Subsidiary after a casualty orcondemnation thereof, utility costs, costs of compliance with law, paymentswith respect to mortgages and other liens, payments on or of operating expensesof the Company or a Subsidiary (including any fees due and payable to theProperty Manager pursuant to the Property Management Agreement or any successorproperty manager pursuant to a successor property management agreement or tothe Asset Manager pursuant to the Asset Management Agreement or any successorasset manager pursuant to a successor asset management agreement), and anyother items that are of a comparable nature to repair, preserve, maintain orprotect the assets of the Company or a Subsidiary or (iii) are necessary tomake payments on or of contractual obligations and

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debts of the Company or a Subsidiary (including amounts, if any, owingto any Member or Affiliate thereof to reimburse payments made by such Member orAffiliate on account of the Company’s or a Subsidiary’s debts or on account ofguarantees of or relating to such debts).

“New York Court” has the meaning set forth in Section 12.7.

“Non-Contributing Member” shall have the meaning set forth in Section6.3.

“Non-Managing Members” shall mean all of the Members other thanthe Managing Members.

“Non-Triggering Party” shall have the meaning set forth Section3.6(a).

“Objection Notice” shall have the meaning set forth in Section5.3(b).

“[*] Agreement” shall have the meaning set forth in theRecitals.

“Original LLC Agreement” shall have the meaning set forth in theRecitals.

“Organizational Document” shall mean, with respect to anyPerson: (i) in the case of a corporation, such Person’s certificate of incorporationand by-laws, and any shareholder agreement, voting trust or similar arrangementapplicable to any of such Person’s authorized shares of capital stock; (ii) inthe case of a limited partnership, such Person’s certificate of limitedpartnership, limited partnership agreement, voting trusts or similararrangements applicable to any of its partnership interests; (iii) in the caseof a limited liability company, such Person’s certificate of formation, limitedliability company agreement or other document affecting the rights of holdersof limited liability company interests; or (iv) in the case of any other legalentity, such Person’s organizational documents and all other documentsaffecting the rights of holders of equity interests in such Person.

“Percentage Interest” shall mean as of any date with respect toany Member, (i) initially the percentage following such Member’s name inSection 6.1(b) and (ii) thereafter the percentage obtained when such Member’sCapital Contribution (or Adjusted Contribution if there was previously adilution under Section 6.4) *is divided by*theaggregate Capital Contributions of all Members, as such percentage interest maybe adjusted from time to time pursuant to the terms of Article 6.

“Permitted Gengate Transferee” shall mean (i) any entity atleast eighty-five percent (85%) owned and exclusively controlled by KarimAlibhai or Mahmood Khimji, (ii) any members of the immediate family (i.e.,spouses, parents, aunts, uncles, brothers, sisters or children) of Karim Alibhaior Mahmood Khimji, (iii) trusts established for the benefit of the individualsidentified in clause (ii), or (iv) any combination of the foregoing

“Permitted MLPC Transferee” shall mean a Person with respect towhich MLPC Parent shall directly or indirectly own at least 51% of thebeneficial interests and voting rights.

“Person” shall mean any individual, partnership, corporation,limited liability company, trust or other legal entity.

“[*] Minimum Return” shall mean Priority Cash Flow Payments fromMLPC Residential Cash flow attributable to dwelling and/orresidential development by the Company or a Subsidiary of the [*] Site in a cumulative amount of $6,000,000. This is not intended to be a guaranteed payment within the meaning ofCode § 707.

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“[*] Site” shall have the meaning ascribed to it in the “[*] Agreement.

“[*] Preferred Return” shall mean anamount equal to $[*] of saleable residential space on the [*] Site entitledwith the [*] and the “[*] in excess of [*] of saleable residential space,payable in accordance with Section 8.1 from MLPC Residential Cash flow attributableto dwelling and/or residential development by the Company or a Subsidiary ofthe [*] Site, after payment of the [*] Minimum Return (it being agreed that the[*] Preferred Return is only the amounts calculated as in this definition overand above the [*] Minimum Return).  This is not intended to be a guaranteedpayment within the meaning of Code §707.

“Priority Cash Flow Payments” shallhave the meaning ascribed to it in Section 8.1(a).

“Profits” shall have the meaning setforth in Section 7.2.

“Property” shall mean, collectively,the RCK Property and the Lease Tract.

“Property Debt” shall mean any debt,whether senior mortgage debt or mezzanine, incurred by the Company or one ormore of the Subsidiaries on or prior to the date hereof or any new debtincurred in order to refinance such debt, together with any new (or refinanced)debt relating to construction at any of the Property or (after acquisitionthereof by the Company or a Subsidiary) the [*] Tract, the [*] Tractor the [ *] Tract.

“Property Management Agreement” meansany property management agreement or any replacement agreement providing forthe property management of the Property. Initially the term Property Management Agreement shall mean the SecondAmended and Restated Management Agreement, dated as of date hereof, by andbetween Property Manager and Owner.

“Property Manager” means the entitiesfrom time to time engaged to serve as the property manager for the Property.  Initially the Property Manager will be TheRitz-Carlton Hotel Company, L.L.C., a Delaware limited liability company.  Notwithstanding anything to the contrarycontained herein, the “Property Manager” shall not be considered to be amanager of the Company for purposes of the Act.

“Pro Rata Deposit Amount” shall havethe meaning set forth in Section 3.6(e).

“Pro Rata Portion” shall have themeaning set forth in Section  3.6(e).

“Proposed Purchase Price” shall havethe meaning set forth in Section 3.6(a).

“Proposed Sale Notice” shall have themeaning set forth in Section 3.6(a).

“Proposing Members” shall have themeaning set forth in Section 9.6.

“Purchase Notice” shall have themeaning set forth in Section 3.6(b).

“Purchase Notice Deposit” shall have themeaning set forth in Section 3.6(f).

“Purchasing Entity” shall have themeaning set forth in Section 3.6(e).

“Purchasing Party” shall have themeaning set forth in Section 3.6(f).

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“Quarterly Payment Date,” when used with respect to the MLPCCapital Preferred Return, means the beginning date of every calendar quarter,starting on the date which is the first day of the first fullcalendar month after ninety (90) days after the Effective Date.

“RCK Purchase Agreement” shall havethe meaning set forth in the Recitals.

“RCK Property” shall have the meaningset forth in the Recitals.

“Reimbursed Member” shall have themeaning set forth in Section 6.2(e).

“Residential Liquidation Value” shallhave the meaning set forth in Section 4.13.

“Residential Purchase Price” shallhave the meaning set forth in Section 4.13.

“Seller” shall have the meaning setforth in the Recitals.

“Specially Designated National or BlockedPerson” shall mean (i) a person or entity designated by the U.S. Departmentof Treasury’s Office of Foreign Assets Control from time to time as a “speciallydesignated national or blocked person” or similar status, (ii) a person orentity described in Section 1 of U.S. Executive Order 13224, issued onSeptember 23, 2001, or (iii) a person or entity otherwise identified bygovernment or legal authority as a person with whom the Company or any of itsMembers are prohibited from transacting business.

“Subsidiaries” shall mean,collectively, Kapalua/Gengate Realty, Kapalua Senior Mezzanine and KapaluaMezzanine and any new, single purpose entity formed to develop or own any ofthe [*] Tract, the [*] Tract or the [*] Site.

“Substituted Member” shall mean anyPerson admitted to the Company as a Member pursuant to the provisions ofSection 9.3.

“Tax Matters Member” shall mean the “taxmatters partner” as designated by Section 4.7.

“[*] Property” shall have the meaning set forth in theRecitals.

“[*] Sale and Purchase Agreement’ shall have the meaning set forth in the [*]Agreement.

“Third-Party Purchase Price” shallhave the meaning set forth in Section 3.6(c).

“Third-Party Purchaser” shall have the meaning set forth in Section3.6(c).

“Transfer” shall mean (i) with respect to the Whitehall Group orMLPC, any transfer, sale, resignation, pledge, hypothecation, encumbrance,assignment or other disposition of all or any portion of the Interest of suchMember or the proceeds thereof (whether voluntarily, involuntarily, byoperation of law or otherwise), (ii) in the case of the Gengate Members only,any transfer, sale, resignation, pledge, hypothecation, encumbrance, assignmentor other disposition of any stock, partnership interest, beneficial interest orother ownership interest in such Member (whether directly or indirectly andwhether voluntarily, involuntarily, by operation of law or otherwise).

“Transferee” shall mean any Person who receives from any Member,via transfer, sale, resignation, pledge, hypothecation, encumbrance, assignmentor other disposition, any portion of the Interest of such Member or the proceedsthereof (whether voluntarily, involuntarily, by operation of law or otherwise).

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“Treasury Regulations” shall mean the regulations promulgatedunder the Code, as such regulations are in effect on the Effective Date.

“Triggering Party” shall have the meaning set forth Section3.6(a).

“Uniform System” shall mean the Ninth Revised Edition of theUniform System of Accounts for Hotels, published by the American Hotel andMotel Association, as amended from time to time.

“Whitehall Employee Fund” shall mean Whitehall Street GlobalEmployee Fund 2005, L.P., a Delaware limited partnership.

“Whitehall Group” shall mean, collectively, Whitehall Street andWhitehall Employee Fund and any permitted transferee or assignee of all or anyportion of the Interest held by any of the foregoing as of the Effective Date(but only for so long as any such Person continues in its capacity as a Memberof the Company).

“Whitehall Notional Distributions” shall mean the distributionof Available Cash Flow and Available Capital Event Proceeds that would havebeen made to the Whitehall Group pursuant to Section 8.1(b) and Section 8.1(c)if such distributions had been made on a *prorata* basis to all Members in accordance with the Members’ PercentageInterests in effect at the time of such distribution.

“Whitehall Street” shall mean Whitehall Street Global RealEstate Limited Partnership 2005, a Delaware limited partnership.

## 1.2                                 Rulesof Construction.  This Agreement isnot subject to the principle of construing its meaning against the party thatdrafted it, and each Member acknowledges that it was represented by its owncounsel in connection with its negotiation and drafting.  Whenever in this Agreement any of the Membersare permitted or required to make a decision or take an action:  (i) in its “discretion” or under a grant ofsimilar authority or latitude, such Member shall be entitled to consider onlysuch interest and factors as it desires, including its own interests, and shallhave no duty or obligation to give any consideration to any interest of orfactors affecting the Company or the other Members, or (ii) in its “good faith”or “reasonable discretion” or under another expressed standard, the Membershall act under such express standard and shall not be subject to any other ordifferent standard imposed by this Agreement or any other agreementcontemplated herein or by relevant provisions of law or in equity or otherwise,*provided*that nothing in this Section1.2 shall be interpreted to purport to eliminate the duty of good faith and fairdealing inherent in every contract

## 1.3                                 TermsGenerally.  For all purposes of thisAgreement, except as otherwise expressly provided or unless the contextotherwise requires:

#### (a)                                  the terms defined in this Article (or elsewhereherein) include both the plural and the singular;

#### (b)                                 the words “herein,” “hereof” and “hereunder”and other words of similar import refer to this Agreement as a whole and not toany particular Article, Section or other subdivision; and

#### (c)                                  the words “including” and “include” andother words of similar import shall be deemed to be followed by the phrase “withoutlimitation.”

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# ARTICLE 2

# THE COMPANY AND ITS BUSINESS

## 2.1                                 Continuation of theCompany.  The Members have approvedthis Agreement as the governing agreement of the Company.  Each of the Members hereby agrees to continue the business and the Company, in theform of the Company and in accordance with the terms hereof and pursuant to theAct.

## 2.2                                 Company Name.  The business of the Company shall beconducted under the name of  “W2005Kapalua/Gengate Hotel Holdings, L.L.C.” in the State of Delaware and under suchname or such assumed names as the Members deem necessary or appropriate tocomply with the requirements of any other jurisdiction in which the Company maybe required to qualify as a foreign limited liability company.  Legal and beneficial title to any properties,real and personal, which may at any time during the term of the Company beowned or leased by the Company shall be held in the name of the Company.

## 2.3                                 Term.  The term of the Company commenced on the datethe Certificate was filed with the Secretary of State of the State of Delawareand shall continue in full force and effect until terminated followingdissolution as hereinafter provided.  Theexistence of the Company as a separate legal entity shall continue until thecancellation of the Certificate as provided in the Act.

## 2.4                                 Filing ofCertificate and Amendments.  TheCertificate was filed with the Secretary of State of the State of Delaware andthe Members agree that Alan Kava was the authorized signatory for such purposein accordance with the meaning of Section 18-204 of the Act.  The Members hereby agree to execute and fileany required amendments to the Certificate and shall do all other actsrequisite for the constitution of the Company as a limited liability companypursuant to the laws of the State of Delaware, or any other applicable law, aswell as the qualification of the Company as a foreign limited liability companyunder the laws of, or the right otherwise to do business in any state in whichthe Members determine it is necessary or desirable to have such qualificationor right to do business.  Pursuant toSection 18-201(d) of the Act, this Agreement shall be effective as of theEffective Date.

## 2.5                                 Business; Scope ofMembers’ Authority.

#### (a)                                  The Company is organized and formed for the purposeof, directly or indirectly, acquiring, owning, dealing with, financing,maintaining, operating, improving, developing, leasing, marketing, refinancingand selling the Property and the Subsidiaries. The Company is empowered to do any and all acts and things necessary,appropriate, incidental to or convenient to accomplish the purposes describedherein, and has authority to (i) enter into, perform and carry out contracts ofany kind, (ii) incur obligations and liabilities of any kind, (iii) borrowmoney and issue evidences of indebtedness, whether secured or unsecured, and(iv) acquire, own, manage, improve and transfer any real or personal property(or any interest therein).

#### (b)                                 Except as otherwise expressly and specificallyprovided in this Agreement, no Member shall have any authority to bind, to actfor, to sign for or to assume any obligation or responsibility on behalf of,any other Member.  Neither the Companynor any Member shall, by virtue of executing this Agreement, be responsible orliable for any indebtedness or obligation of any other Member incurred orarising either before or after the Effective Date, except that the Company only(and not any Member) shall have those joint responsibilities, liabilities,indebtedness, or obligations expressly assumed by the Company pursuant heretoas of the Effective Date or incurred after the Effective Date pursuant to andas limited by the terms of this Agreement.

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#### (c)                                  Each member of the Whitehall Group, Adam Brooks,Elizabeth Burban, Brahm Cramer, Stephen Iorio, Jerome Karr, Alan Kava, JonathanLanger, Roy Lapidus, Vivian Mandis, Justin Metz, Robert Bloom, JosephineScesney and Peter Weidman is hereby designated as an “authorized person” withinthe meaning of the Act. Any one of such authorized persons is hereby authorizedand shall execute, deliver and file any other certificates or documents (andany amendments and/or restatements thereof) on behalf of the Company.

## 2.6                                 Principal Office;Mailing Address; Registered Agent. The principal office and mailing address of the Company shall be 85Broad Street, New York, New York 10004, Attention:  Chief Financial Officer.  The Company may change its place of businessand/or mailing address to such location or locations as may at any time or fromtime to time be determined by GHGP and approved the Whitehall Group.  The name and address of the Company’sregistered agent is The Corporation Trust Company, Corporation Trust Center,1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

## 2.7                                 Names and Addressesof the Members.  The names andaddresses of the Members are as follows:

Whitehall Street Global Real Estate LimitedPartnership 200585 Broad StreetNew York, New York  10004Attention:  Chief Financial Officer

Whitehall Street Global Employee Fund 2005, L.P.85 Broad StreetNew York, New York  10004Attention:  Chief Financial Officer

Gengate Holdings GP, LLC c/o Gencom Group801 Brickell Avenue, Penthouse 2

Miami, Florida 33131Attention:  Karim Alibhai

Gengate Kapalua Holdings, LLCc/o Gencom Group801 Brickell Avenue, Penthouse 2Miami, Florida  33131Attention:  Karim Alibhai

MLP RCK, LLC

c/o Maui Land & Pineapple Company, Inc. 120 Kane StreetKahului, Hawaii  96733-6687Attention: Mr. Robert Webber

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2.8                                 Representationsby the Members.

#### (a)                                  Each Member represents, warrants, agrees andacknowledges that:

##### (1)                                  it is a corporation,limited liability company, or limited partnership, as applicable, dulyorganized or formed and validly existing and in good standing under the laws ofthe state of its organization or formation; it has all requisite corporate,company or limited partnership power and authority to enter into thisAgreement, to acquire and hold its Interest and to perform its obligationshereunder; and the execution, delivery and performance of this Agreement hasbeen duly authorized by all necessary corporate, company or limited partnershipaction;

##### (2)                                  itsexecution and delivery of this Agreement and the performance of its obligationshereunder will not (i) conflict with, result in a breach of or constitute adefault (or any event that, with notice or lapse of time, or both, wouldconstitute a default) or result in the acceleration of any obligation under anyof the terms, conditions or provisions of any other agreement or instrument towhich it is a party or by which it is bound or to which any of its property orassets is subject, (ii) conflict with or violate any of the provisions of itsOrganizational Documents, or (iii) violate any statute or any order, rule orregulation of any court or governmental or regulatory agency, body orofficials;

##### (3)                                  suchMember has obtained any consent, approval, authorization or order of any courtor governmental agency or body required for the execution, delivery andperformance by such Member of its obligations hereunder;

##### (4)                                  thereis no action, suit or proceeding pending against such Member or, to itsknowledge, threatened in any court or by or before any other governmentalagency or instrumentality that would prohibit its entering into, or that couldhave a material adverse effect on its ability to perform its obligations underthis Agreement;

##### (5)                                  thisAgreement is a binding agreement on the part of such Member enforceable againstsuch Member in accordance with its terms;

##### (6)                                  neitherit nor any of its Affiliates has employed any broker or finder, or incurred anyliability for any brokerage commission or finder’s fee, in connection with anyof the transactions contemplated by this Agreement;

##### (7)                                  eachMember has been advised to engage and has engaged its own counsel (whetherin-house or external) and such other advisers as such Member deems necessaryand appropriate; by reason of its business or financial experience, or byreason of the business or financial experience of such Member’s own attorneys,accountants and financial advisors who are not Affiliates of the Company or anyother Member and who are not compensated, directly or indirectly, by theCompany or any other Member or any Affiliate thereof, it is capable ofevaluating the risks and merits of an investment in the Interest and ofprotecting its own interests in connection with this investment (nothing inthis Agreement shall be construed to allow any Member to rely upon the counselacting for another Member or to create an attorney-client relationship betweensuch counsel and such other Member, it being understood and agreed thatSullivan & Cromwell LLP is acting as counsel to the Whitehall Group and notthe Company or any other Member);

##### (8)                                  thisAgreement and all agreements, instruments and documents herein provided to beexecuted or caused to be executed by it are duly authorized, executed anddelivered by and are binding upon it;

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#### (b)                                 Each Member represents, warrants, agrees andacknowledges that:

##### (1)                                  (x)it and each of its beneficial owners is an “accredited investor” (as defined inRule 501 of Regulation D promulgated under the Securities Act of 1933, asamended) and (y) it is acquiring the Interest for investment purposes for itsown account only and not with a view to or for sale in connection with anydistribution of all or any part of the Interest;

##### (2)                                  itis financially able to bear the economic risk of an investment in the Interest,including the total loss thereof;

##### (3)                                  noPerson has at any time expressly or impliedly represented, guaranteed, orwarranted to it that it may freely transfer the Interest, that a percentage ofprofit and/or amount or type of consideration will be realized as a result ofan investment in the Interest, that cash distributions from Company operationsor otherwise will be made to the Members by any specific date or will be madeat all, or that any specific tax benefits will accrue as a result of aninvestment in the Company; and

##### (4)                                  ithas consulted with its own attorneys, accountants and financial advisorsregarding all legal, tax and financial matters concerning an investment in theCompany and the tax consequences of participating in the Company and it willlook solely to, and rely upon, its own advisers with respect to the taxconsequences of this investment.

#### (c)                                  GHGP represents, warrants, agrees and acknowledgesthat neither it nor any ultimate beneficial interest holder in it that holdsthrough a flow-through entity for tax purposes is a “qualified organization”within the meaning of Section 514(c)(9)(C) of the Code.

#### (d)                                 GKH represents, warrants, agrees and acknowledgesthat neither it nor any ultimate beneficial interest holder in it that holdsthrough a flow-through entity for tax purposes is a “qualified organization”within the meaning of Section 514(c)(9)(C) of the Code.

## 2.9                                 Control andOwnership of GHGP.

#### (a)                                  GHGP agrees that it shall at all times cause theGengate Principals or their respective Permitted Gengate Transferees tomaintain exclusive control (which control shall be exercisable without theconsent or approval of any other Person) over the business and affairs ofGHGP.  GHGP represents and warrants that(i) attached hereto as Schedule 2.9(a) are true and complete copies ofthe Organizational Documents of GHGP, (ii) the ownership of GHGP (as of theEffective Date) is as is set forth on Schedule 2.9(b) and (iii) theGengate Principals have exclusive control (which control is exercisable withoutthe consent or approval of any other Person) over the business and affairs ofGHGP.  GHGP hereby represents that theownership chart attached hereto as part of Schedule 2.9(a) is accuratein all respects.  GHGP covenants andagrees that at no time shall the Gengate Principals, together with theirrespective Permitted Gengate Transferees, own less than ninety-five percent(95%) of the legal and beneficial ownership and economic interests it currentlyowns in GHGP, as set forth in the ownership chart attached hereto as part of Schedule2.9(a)

#### (b)                                 GHGP covenants and agrees that in the event of theoccurrence of any Adverse Event with respect to (i) any Gengate Principal orany of the representatives of GHGP listed on Schedule 3.4 or (ii) anyother officer, director, general partner or managing member of GHGP or anyAffiliate of GHGP (if such officer, director, general partner or managingmember is involved in the management or oversight of the Property), GHGP shalltake such steps as the Whitehall Group may deem necessary or appropriate toensure that the individual who is the subject of such Adverse Event shall haveno direct or indirect involvement in the business or affairs of the Company orwith the Property or any Company Assets;

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#### (c)                                  GHGP covenants and agrees that in the event of theoccurrence of a Transfer by GHGP, GHGP shall notify Whitehall Street andWhitehall Employee Fund of the identity of any owner of a Permitted GengateTransferee;

#### (d)                                 the Gengate Principals agree that they shall at alltimes maintain exclusive control (which control shall be exercisable withoutthe consent or approval of any other Person) over the business affairs of theirinvestment in GHGP; and

#### (e)                                  any breach of the terms of this Section 2.9(a), (c),or (d), regardless of whether the same is within the control of GHGP or any ofits controlling persons, shall be deemed a material breach by GHGP of the termsof this Agreement and shall not be subject to cure or remedy by GHGP.

## 2.10                           Control and Ownership ofGKH.

#### (a)                                  GKH agrees that it shall at all times cause theGengate Principals or their respective Permitted Gengate Transferees tomaintain exclusive control (which control shall be exercisable without theconsent or approval of any other Person) over the business and affairs ofGKH.  GKH represents and warrants that(i) attached hereto as Schedule 2.10(a) are true and complete copies ofthe Organizational Documents of GKH, (ii) the ownership of GKH (as of theEffective Date) is as is set forth on Schedule 2.10(b) and (iii) theGengate Principals have exclusive control (which control is exercisable withoutthe consent or approval of any other Person) over the business and affairs ofGKH.  GKH covenants and agrees that at notime shall the Gengate Principals, together with their respective PermittedGengate Transferees, own less than ninety-five percent (95%) of the legal andbeneficial ownership and economic interests it currently owns in GKH, as setforth in the ownership chart attached hereto as part of Schedule 2.9(a);

#### (b)                                 GKH covenants and agrees that in the event of theoccurrence of any Adverse Event with respect to (i) any Gengate Principal orany of the representatives of GKH listed on Schedule 3.4 or (ii) anyother officer, director, general partner or managing member of GKH or anyAffiliate of GKH (if such officer, director, general partner or managing memberis involved in the management or oversight of the Property), GKH shall takesuch steps as the Whitehall Group may deem necessary or appropriate to ensurethat the individual who is the subject of such Adverse Event shall have nodirect or indirect involvement in the business or affairs of the Company orwith the Property or any Company Assets;

#### (c)                                  GKH covenants and agrees that in the event of theoccurrence of a Transfer by GKH, GKH shall notify Whitehall Street andWhitehall Employee Fund of the identity of any owner of a Permitted GengateTransferee;

#### (d)                                 the Gengate Principals agree that they shall at alltimes maintain exclusive control (which control shall be exercisable withoutthe consent or approval of any other Person) over the business affairs of theirinvestment in GKH; and

#### (e)                                  any breach of the terms of this Section 2.10(a), (c),or (d), regardless of whether the same is within the control of GKH or any ofits controlling persons, shall be deemed a material breach by GKH of the termsof this Agreement and shall not be subject to cure or remedy by GKH.

## 2.11                           OFACand Patriot Act Compliance.

#### (a)                                  Each Member represents and warrants that (i) suchMember and each Person owning******a tenpercent (10%) or greater interest in such Member (A) is not currentlyidentified on the List,

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#### and (B) is not a Person with whom a citizenof the United States is prohibited to engage in transactions by any tradeembargo, economic sanction, or other prohibition of United States law,regulation, or Executive Order of the President of the United States and (ii)such Member has implemented procedures, and will consistently apply thoseprocedures, to ensure the foregoing representations and warranties remain trueand correct at all times.  This Section2.11(a) shall not apply to any Person to the extent that such person’s interestin the Member is through either (A) a Person (other than an individual) whosesecurities are listed on a national securities exchange, or quoted on anautomated quotation system, in the United States, or a wholly-owned subsidiaryof such a Person or (B) an “employee pension benefit plan” or “pension plan” asdefined in Section 3(2) of ERISA.

#### (b)                                 Each Member shall comply with all requirements of lawrelating to money laundering, anti-terrorism, trade embargos and economicsanctions, now or hereafter in effect and shall immediately notify the otherMembers in writing if any of the forgoing representations, warranties orcovenants are no longer true or have been breached or if the Member has areasonable basis to believe that they may no longer be true or have beenbreached.

## 2.12                           Indemnification.  The representations, warranties and covenantsof the Members set forth in Section 2.8, Section 2.9 and Section 2.10 are madeas of the Effective Date and shall survive the Effective Dateindefinitely.  To the fullest extentpermitted by law, each Member agrees to indemnify, defend, and hold the Companyand the other Members harmless against all claims, demands, actions, obligations,causes of action and losses, including reasonable fees of counsel, suffered orincurred by, or asserted against, any of them relating to or arising from anyinaccuracy in or breach of such representation, warranty or covenant.

## 2.13                           Representationsby the Company.

#### (a)                                  The Company herebyrepresents and warrants to the Capital Members that it has no outstandingliabilities, contingent or otherwise, except in connection with, arising out ofor in any way relating to the Property, the transactions set forth in the MLPCLease Tract Purchase Agreement and the activities and transactions that theCompany is permitted by the terms hereof and of the [*] Agreement to undertakeand/or the related financings incurred by the Company or its Subsidiariesand/or any instruments delivered in connection with any of the foregoing.

#### (b)                                 Except as set forth onSchedule 2.13(b), the Company hereby represents and warrants to MLPCthat, to the knowledge of the Company, (i) there are no actions, suits, orproceedings pending, or threatened against the Company or the Subsidiaries inexistence on the date hereof (collectively, the “Warranting Parties”),or the Property, or affecting any of the Warranting Parties’ rights withrespect to the Property, before or by any federal or state governmental agencyor instrumentality, including without limitation, any claims of violations ofby any agent of employee of any of the Warranting Parties of any labor lawsviolations or insufficient funding of pension plans of any of the Warranting Parties,(ii) no Warranting Party received any notice of any such actions, suit orproceedings, and (iii) there are no attachments, executions, assignments, orjudgments for the benefit of creditors of any of the Warranting Partiesrelating to the same.  As used in thisSection 2.13(b) or in Section 2.13(c) or Section 2.13(d), when a representationand warranty is given “to the knowledge of the Company,” it shall mean to theactual knowledge of any of Troy Bennett, Karim Alibhai, or Greg Denton.

#### (c)                                  The Company herebyrepresents and warrants to MLPC that, to the knowledge of the Company, (i) thedelivered financial statements dated December 31, 2006 for the Hotel fairlypresent the results of operation of the Hotel for the periods indicated(subject to year-end audit adjustments in the case of unaudited statements),are true, complete and correct in all material respects, and were prepared inaccordance with generally accepted accounting principles (as adjusted toconform to the Uniform System

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#### of Accounts for Hotels, Eighth Revised Edition) applied on a consistentbasis, (ii) there has been no material adverse change in the results of theoperations of the Hotel, since December 31, 2006, and (iii) all federal, stateand local employment taxes, payroll taxes, excise taxes, occupancy orentertainment taxes, ad valorem taxes, liquor taxes, and sales or use taxes dueand payable by any of the Warranting Parties as of the date hereof inconnection with the ownership or operation of the Hotel have been paid and all returnsfiled.

#### (d)                                 To the Company’sknowledge, the Company has made available to MLPC all written materials,instruments, documents, lists, schedules, items and records relating to theHotel, and copies thereof delivered by the Company to MLPC were true andcomplete copies of the corresponding document in the Company’s possession.

# ARTICLE 3

# MANAGEMENT OF COMPANY BUSINESS; MAJOR DECISIONS

## 3.1                                 Management andControl by the Managing Members.

#### (a)                                  Except as otherwise specifically set forth in thisAgreement, the Managing Members shall each have the right, authority,discretion and power to conduct, control and manage on behalf of the Companythe business and affairs of the Company and to do all things necessary,appropriate or desirable (in the reasonable discretion of the Managing Members)to carry on the business of the Company, and are hereby authorized to executeand deliver on behalf of the Company any and all documents, contracts,certificates, agreements and instruments of any kind, and to take any action ofany kind and to do anything and everything the Managing Members deem necessary,desirable or appropriate in accordance with the provisions of this Agreementand applicable law; *provided, however*,any and all of the actions listed in Section 3.2(d) (each, a “Major Decision”)shall require the approval of the Managing Members as provided in Section3.2(d).  Subject to the provisions ofSection 4.8, if any of the Managing Members determine that an Event of Defaulthas occurred, the Whitehall Group shall have the right to limit or eliminatesuch authority and duties of GHGP and GKH effective upon delivery of writtennotice to GHGP or GKH.  Persons dealingwith the Company are entitled to rely conclusively upon the right, power,authority and direction of the Managing Members as herein set forth.  The Managing Members may consult with legalcounsel, accountants, appraisers, management consultants, investment bankersand other consultants and advisers selected by the Managing Member, and any acttaken or omitted to be taken in reliance upon the opinion of such Persons as tomatters within such Person’s professional or expert competence shall bepresumed to have been done or omitted in good faith and not to constitute grossnegligence or willful misconduct.

#### (b)                                 Except as otherwise expressly and specificallyprovided in this Agreement, no Person who is at any time a Non-Managing Membershall have any authority to bind, to act for, to execute any document orinstrument on behalf of or to assume any obligation or responsibility on behalfof the Company or any other Member.

#### (c)                                  For purposes of making any of MLPC Preferred Returnsand [*] Minimum Return, included in the authority granted to the ManagingMembers under Section 3.1(a), the Managing Members shall have the authority to,and shall, determine in their reasonable discretion whether there is any MLPCResidential Development Cash Flow attributable to dwelling and/or residentialdevelopment by the Company or a Subsidiary of each of (i) the [*] Site, (ii)the [*] Tract, and (iii) the [*] Tract and, if so, the amount thereof.  MLPC shall have the right to audit theManaging Members determination of MLPC Residential Development Cash Flowavailable for payment of the MLPC Preferred Return or [*]

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#### Minimum Return (as applicable).  For the avoidance of doubt, such MLPCPreferred Returns and [*] Minimum Return, if made, shall not be deemed to bedistributions to MLPC pursuant to Article 8 hereof.

## 3.2                                 Role of GHGP andLimitations on its Authority.

#### (a)                                  GHGP shall have the right and the duty to manage theday-to-day business of the Company, to perform duties customary for an assetmanager of property comparable to the Property, and to implement the decisionsmade on behalf of the Company by any of the Managing Members in accordance withthe terms of this Agreement and applicable laws and regulations, and shall havesuch other rights and powers as are granted to GHGP hereunder and as WhitehallStreet or Whitehall Employee Fund may from time to time expressly delegate toGHGP.  GHGP agrees that it (or itsAffiliates) shall devote the necessary time and effort to the Company and itsbusiness for the purpose of conducting the business of the Company and carryingout GHGP’s responsibilities as set forth herein in a prudent manner and thatany breach of the obligation set forth in this sentence shall be deemed amaterial breach of this Agreement. Without limiting the generality of the foregoing but subject to theother provisions in Article 3, GHGP shall have the right and the duty, to do,accomplish and complete using (and subject to the availability of) the Company’sfunds, for and on behalf of the Company with reasonable diligence and in aprompt and businesslike manner, exercising such care and skill as a prudentowner with sophistication and experience in owning, operating and managingproperties like the Property would exercise in dealing with its own property,all of the following:

##### (1)                                  superviseand oversee the Property Manager to confirm their performance in accordancewith the Property Management Agreement, as applicable, and promptly reportingdeficiencies to the Company in reasonable detail together with proposed  actions to be taken in respect thereto;

##### (2)                                  verifythat appropriate insurance is maintained by each contractor performing work onthe Property with respect to the Capital Improvement Program;

##### (3)                                  assistingin obtaining a loan and any and all other necessary financing required to carryout the purposes of the Company;

##### (4)                                  exceptto the extent that the Property Manager is required to do the same under itsrespective property management agreement, demand, receive, acknowledge and, ifthe approval of the Managing Members has been obtained, institute legal actionfor recovery of any and all revenues, receipts and considerations due andpayable to the Company, in accordance with prudent business practices;

##### (5)                                  keepall books of account and other records of the Company and deliver in a timelymanner all reports in the manner provided in Article 5 below (it beingunderstood that  GHGP will be dependenton the Property Manager preparing and delivering property specificinformation);

##### (6)                                  tothe extent any funds from the Property come into GHGP’s or GKH’s possession,promptly remit such funds to the Company’s bank account in the manner providedin Article 5 below and not commingle such funds with the funds of any otherPerson;

##### (7)                                  preparein a timely manner for approval in accordance with the terms hereof, andimplement the Capital Improvement Budget;

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##### (8)                                  exceptto the extent that the Property Manager is required to do the same under itsthe Property Management Agreement, coordinate the defense of any claims,demands, suits or legal proceedings made or instituted against the Company orthe Members by other parties, through legal counsel for the Company engaged inaccordance with the terms of this Agreement; deliver to the Managing Membersprompt notice of the receipt of any material claim or demand or thecommencement of any suit or legal proceeding and promptly provide the ManagingMembers all information relevant or necessary thereto;

##### (9)                                  exceptto the extent that the Property Manager is required to do the same under theProperty Management Agreement, comply with the terms and provisions of the LoanAgreements or other loan documents assumed or executed by the Company or itsSubsidiaries including the terms and conditions of any note, mortgage and/orloan document evidencing the financing of the purchase of the Property(provided, that GHGP acknowledges that it, and not the Property Manager, isprimarily responsible for the Capital Improvement Program and ensuring that theCapital Improvement Program does not conflict with the terms of the LoanAgreements and other material agreements);

##### (10)                            exceptto the extent that the Property Manager is required to do the same under theProperty Management Agreement, during the term of this Agreement, promptlycomply with all present and future laws, ordinances, orders, rules, regulationsand requirements of all federal, state and municipal governments, courts,departments, commissions, boards and officers, the requirements of anyinsurance policy (or any insurer thereunder) covering the Property (and anyimprovements thereon), any national or local Board of Fire Underwriters, or anyother body exercising functions similar to those of any of the foregoing, whichmay be applicable to the Property (and any improvements thereon) and theoperation and management thereof, and when and to the extent approved by any ofWhitehall Street or Whitehall Employee Fund, GHGP shall contest (or shallassist the Members in contesting) the validity or application of any such law,ordinance, order, rule, regulation or requirement (provided, that GHGPacknowledges that it, and not the Property Manager, is primarily responsiblefor the Capital Improvement Program and ensuring that the Capital ImprovementProgram does not conflict with any present and future laws, ordinances, orders,rules, regulations and requirements of all federal, state and municipalgovernments, courts, departments, commissions, boards and officers, therequirements of any insurance policy (or any insurer thereunder) covering theProperty (and any improvements thereon), any national or local Board of FireUnderwriters, or any other body exercising functions similar to those of any ofthe foregoing, which may be applicable to the Property);

##### (11)                            overseethe Property Manager with respect to the hiring and terminating of the staff atthe Property, except in the case of the general manager, whose termination shallrequire the consent of the Whitehall Group and MLPC;

##### (12)                            exceptto the extent that the Property Manager is required to do the same under itsProperty Management Agreement, perform or cause to be performed all otherservices that are reasonably necessary or required for the acquisition,ownership and maintenance, marketing, and operation by the Company of theProperty or otherwise required to be performed by GHGP pursuant to thisAgreement and not otherwise prohibited hereunder;

##### (13)                            supervisethe Property Manager with collection of all room charges, rents, income andother amounts payable to the Company, and deposit such funds into the accountsset up pursuant to Section 5.5;

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##### (14)                            supervisethe promotion of the Property through advertisements in various media andpromotional materials, including the production and distribution of allcorrespondence associated with the promotion and operation of the Property(i.e., newspapers, press releases, invitations, status reports); includespecific public relations or advertising campaigns in the Business Plan eachapplicable Fiscal Year for Managing Members’ approval in accordance with theterms hereof prior to implementation;

##### (15)                            exceptto the extent that the Property Manager is required to do the same under the PropertyManagement Agreement, assist Managing Members in reviewing files, conductingphysical inspections of the Property, reviewing and assessing any liens on orother encumbrances to the title of the Property, and securing environmentalreports, and making recommendations to Managing Members regarding potentialclaims with respect to the Property pursuant to any agreement with respect tothe Property; provided, that GHGP acknowledges that it, and not the PropertyManager, is primarily responsible for these duties in with respect to theCapital Improvement Program;

##### (16)                            ifthe Property is to be sold, assist the Triggering Party in negotiating asale  in accordance with this Agreement,and assist the Triggering Party in effecting a closing of the transactionbetween Company and the purchaser;

##### (17)                            supervisethe Property Manager, leasing agents, building contractors working onimprovements or other repairs or renovations of existing improvements withrespect to the Capital Improvement Program;

##### (18)                            proposingbuilding contractors to the Managing Members;

##### (19)                            withrespect to the Capital Improvement Program, observe and manage the performanceof all contractors performing renovations and related work including directobservation during the progress thereof; make final review of the completedwork and approving bills for payment; obtain the necessary receipts, releases,waivers, discharges and assurances to keep the Property free from mechanics’and materialmen’s liens and other claims; and coordinate the review andapproval of such work by any lender whose approval is required under any loanto which the Company or any Subsidiary is a party;

##### (20)                            performing,or causing the performance of, all other services reasonably necessary orrequired for the implementation of the Capital Improvement Program by theCompany to they extent such services are not otherwise prohibited to beperformed, or caused to be performed, by GHGP pursuant to the terms of thisAgreement; and

##### (21)                            sellingdwelling units and/or residential units from dwelling and/or residentialdevelopment by the Company or a Subsidiary of the [*] Tract, the [*] Tract orthe [*] Site, provided that such sales are made for consideration consistentwith the Approved Budget.

For the purposes of the foregoing, where GHGP is responsiblefor “supervising” any person other than the Property Manager, but is unable toterminate such person, GHGP shall not be responsible for the failure of suchPerson to perform as long as such failure was not caused by the grossnegligence of GHGP.  For purposes of (11)above, to the extent GHGP has the right pursuant to a Property ManagementAgreement to approve the hiring and terminating of the staff at the Property,GHGP shall obtain the approval of MLPC before exercising such right.

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(b)                                  Notwithstanding anything to the contrary containedherein, GHGP shall not be construed to be a “manager” of the company forpurposes of the Act.

#### (c)                                  To the fullest extent permitted by law, theNon-Managing Members shall indemnify and hold harmless the Company and each ofthe Managing Members and their Affiliates from and against any and all claims,demands, losses, damages, liabilities, lawsuits and other proceedings,judgments and awards, and costs and expenses (including, but not limited to,reasonable attorneys’ fees) arising, directly or indirectly, in whole or inpart, out of any breach of the provisions of Section 3.2(d) by suchNon-Managing Member or any Affiliate of such Non-Managing Member.

#### (d)                                 Notwithstanding anything to the contrary set forth inthis Agreement, the following actions and decisions may not and shall not betaken, carried out, or implemented by any Member without the prior writtendirection or consent of (i) either Whitehall Street or Whitehall Employee Fundand (ii) either GKH or MLPC; provided, however, that GKH shall have noconsent right under this Section 3.2(d) upon the occurrence and during thecontinuance of an Event of Default and that MLPC have no consent right underthis Section 3.2(d) upon the occurrence and during the continuance of an MLPCEvent of Default:

##### (1)                                  tothe extent that an Approved Budget is not yet in effect for the current BudgetYear, incur any capital, operating or other expenditures (including, but notlimited to, expenditures relating to tenant improvements or any other materialconstruction, renovation or remodeling work) on behalf of the Company inrespect of the Property that (x) have not been previously approved in writingby (i) either Whitehall Street or Whitehall Employee Fund and (ii) unless and untilan Event of Default occurs, GKH or (y) is not permitted by Section 5.3(b); *provided*, *however*, GHGPmay (and may direct the Property Manager to) incur such capital or operatingexpenditures (up to a maximum of $50,000) upon one (1) day prior notice to theManaging Members, in case of an emergency, which in GHGP’s reasonablediscretion is necessary in order to avoid immediate loss to the Property, orwith such shorter or no prior notice (but subsequent notice as soon asreasonably possible) to the extent that one (1) day’s prior notice wouldjeopardize the viability of the Property or the health, safety or welfare ofpersons located thereon; *provided further*,that such emergency expenses referred to in the preceding proviso shall notexceed $100,000 in the aggregate in any Fiscal Year without the approval of (i)either Whitehall Street or Whitehall Employee Fund, (ii) MLPC, and (iii) unlessand until an Event of Default occurs, GKH;

##### (2)                                  [intentionallyomitted];

##### (3)                                  exceptas set forth in Section 3.6, Section 4.13 or Section 9.1, sell, transfer,assign, pledge, hypothecate or otherwise dispose of any portion or all of anyof the Property, a Company Asset (except that GHGP may (and may direct theProperty Manager to) dispose of immaterial items of personal property in theordinary course of business or as previously approved in the Business Planand/or the Annual Budget) or the Company (*i.e.*, any ofthe Whitehall Group may sell the entire Company and “drag-along” theNon-Managing Members), and/or enter into any binding agreement to do any of theforegoing (or enter into any amendment, renegotiation, modification, supplementor extension of any such agreement previously approved by (i) either WhitehallStreet or Whitehall Employee Fund, (ii) MLPC, and (iii) unless and until anEvent of Default occurs, GKH in accordance with this Agreement);

##### (4)                                  approveor disapprove of any proposed Business Plan or any material changes ormodifications to any Business Plan except as provided in Sections 3.2(d)(1) and(2);

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##### (5)                                  approveor disapprove of any Annual Budget or any material changes to any ApprovedBudget except as provided in Sections 3.2(d)(1) and (2);

##### (6)                                  approveor disapprove the Capital Improvement Program or any material changes ormodifications to the Capital Improvement Program;

##### (7)                                  approveor disapprove the Capital Improvement Budget or any material changes to theCapital Improvement Budget;

##### (8)                                  enterinto any Material Contract other than in accordance with an Approved Budget;

##### (9)                                  exceptas set forth in Section 3.7, acquire or lease (whether as lessee or lessor) anyland or other real property or interest therein or any other material assetother than in accordance with a Business Plan;

##### (10)                            exerciseor waive any rights or remedies of the Company under the MLPC Lease TractPurchase Agreement, the RCK Purchase Agreement, the [*] Agreement, the [*] Agreement,or under any documents or agreements ancillary to any of the foregoingagreements;

##### (11)                            takeany action in respect of the Property relating to environmental matters otherthan to obtain environmental studies and reports, conduct (or arrange for)evaluations and analyses thereof and obtain appropriate permits; *provided*, *however*, thateach of the Members is hereby authorized (upon prior notice to the otherMembers) to take such action as may be reasonably required to mitigate oreliminate any material environmental condition that poses imminent danger tohuman health or safety; *provided further*,that such emergency expenses referred to in the preceding proviso shall notexceed $100,000 in the aggregate in any Fiscal Year without the approval of the(i) either Whitehall Street or Whitehall Employee Fund, (ii) MLPC, and (iii)unless and until an Event of Default occurs, GKH;

##### (12)                            tothe fullest extent permitted by law, dissolve and wind-up the Company or electto continue the Company or elect to continue the business of the Company;

##### (13)                            either(i) incur, renew, refinance or pay or otherwise discharge indebtedness of theCompany ( other than ordinary course trade payables incurred in accordance withthe Approved Budget or approved Credit Improvement Budget) or (ii) use Companyfunds to extend credit, make an Investment, make a loan or become a guarantoror surety for debt of another party;

##### (14)                            modify(i) any loan documentation executed by the Company or (ii) any other materialagreement the execution of which required the approval of the Managing Membersand GKH, except for the purpose of the preceding clause (ii), if suchmodification is consistent with a Business Plan;

##### (15)                            instituteproceedings to adjudicate the Company bankrupt, or consent to the filing of abankruptcy proceeding against the Company, or file a petition or answer orconsent seeking reorganization of the Company under the Bankruptcy Code or anyother similar applicable federal, state or foreign law, or consent to thefiling of any such petition against the Company, or consent to the appointmentof a receiver or liquidator or trustee or assignee in bankruptcy or insolvencyof the Company or of its property, or make an assignment for the benefit ofcreditors of the Company, or admit in writing the Company’s inability to payits debts generally as they become due;

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##### (16)                            takeany action that would constitute an event of default under any loan agreementor other loan document to which the Company is a party;

##### (17)                            organizeor form any subsidiary of the Company;

##### (18)                            changethe nature of the business of the Company;

##### (19)                            admita new Member or Substituted Member of the Company;

##### (20)                            subjectto Article 11, amend this Agreement, the Certificate or any otherOrganizational Document of the Company;

##### (21)                            merge,convert or consolidate the Company with or into another Person (or engage inany other transaction having substantially the same effect);

##### (22)                            makeor revoke any tax election by or on behalf of the Company;

##### (23)                            fileany tax return or tax report on behalf of the Company;

##### (24)                            makeany public or private offering for the sale of equity interests or securitiesissued by the Company;

##### (25)                            settlea property insurance claim or condemnation action involving a claim in excessof $50,000 or that, when added to all other insurance or condemnation claimsduring a single Fiscal Year, exceeds $100,000;

##### (26)                            retainlegal counsel for the Company (other than Sullivan & Cromwell LLP) orinstitute any legal action involving a claim in excess of $50,000 or that, whenadded to all other claims made during a single Fiscal Year, exceeds $100,000;settle a legal action for an amount in excess of $50,000 that is not covered byinsurance, or that, when added to all other settlements made during a singleFiscal Year that are not covered by insurance, exceeds $50,000; or confess anyjudgment against the Company;

##### (27)                            selectthe Company’s accountants and independent auditors which shall be one of theBig 4 accounting firms; make any accounting decisions for the Company (otherthan those specifically provided for in other Sections of this Agreement); or approveany financial statements prepared by the Company’s auditors;

##### (28)                            makeor agree to any changes to the zoning of the Property or approve the terms andprovisions of any restrictive covenant or easement agreement affecting theProperty or any portion thereof (other than utility easements and the likegranted or released in the ordinary course and other than as set forth in theBusiness Plan);

##### (29)                            makea Capital Call other than as provided in Section 6.2;

##### (30)                            executeor terminate any office, retail or other commercial lease, or modify any suchlease in a manner that waives any substantive right of the Company;

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##### (31)                            amend,modify or waive any provision of the Property Management Agreement or the AssetManagement Agreement, *provided, however,*that Whitehall Street or Whitehall Employee Fund may amend, modify or waive anyprovision of the Asset Management Agreement (pursuant to its terms) without theconsent of GKH;

##### (32)                            approveor disapprove of a creditors’ plan, the filing of an involuntary petition ofbankruptcy or the dismissal or discharge of a claim of bankruptcy in connectionwith bankruptcy proceedings involving any Person with respect to which theCompany is a creditor;

##### (33)                            makedistributions to the Members other than pursuant to Section 8.1;

##### (34)                            subjectto any reserves authorized by an Approved Budget or the Capital ImprovementBudget, establish and maintain reserves;

##### (35)                            causethe Company to hire any employees (as employees of the Company);

##### (36)                            takeany action with respect to the Company or the Property that involves or relatesto, or cause the Company to enter into any agreement with, GHGP, GKH, theProperty Manager, any Gengate Principal or any Affiliate of any of theforegoing;

##### (37)                            takeany action that reasonably would be expected to have a material adverse effecton the assets, liabilities, income or expenses of the Company;

##### (38)                            takeany action or give or withhold any consent, waiver or approval or exercise anyright that is specifically delegated to or requires the approval pursuant to theterms of this Section 3.2(d);

##### (39)                            inthe event the Company has or forms any subsidiary, take any action on behalfof, relating to or affecting such subsidiary of the type described in clauses(1) through (39) of this Section 3.2(d) including by granting consent to suchaction in the Company’s capacity as the managing member or owner of suchsubsidiary; or

##### (40)                            sellany dwelling unit and/or residential unit from dwelling and/or residentialdevelopment by the Company or a Subsidiary of the [*] Tract, the [*] Tract orthe [*] Site for consideration not consistent with the Approved Budget.

Notwithstanding the foregoing limitations, GHGP shall have theauthority to take any action necessary for the purpose of carrying out theApproved Budget or the Business Plan.

The Members acknowledge and approve the Company’s execution anddelivery of the MLPC Lease Tract Purchase Agreement, the [*] Agreement, the [*] Agreement and theCompany’s consummation of the transactions contemplated thereby and theperformance by the Company of its obligations thereunder.

#### (e)                                  Notwithstanding anything to the contrary set forth inthis Agreement, the following actions and decisions may not and shall not betaken, carried out, or implemented by any Member without the prior written directionor consent of any two of (i) either Whitehall Street or Whitehall EmployeeFund, (ii) GKH, and (iii) MLPC; provided, however, that GKH shall haveno consent right under this Section 3.2(e) upon the occurrence and during thecontinuance of an Event of 

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#### Default and that MLPC have no consent right under this Section 3.2(e)upon the occurrence and during the continuance of an MLPC Event of Default:

##### (1)                                  tothe extent that an Approved Budget is in effect for the current Budget Year,incur, or cause the Company to incur, any capital, operating or otherexpenditures on behalf of the Company that would, individually or in theaggregate, cause such expenditures to be greater than one hundred four percent(104%) of the amount set forth in the appropriate line item relating to suchexpenditures in an Approved Budget; *provided*, *however*, GHGP may (and may direct the Property Manager to)incur such excess capital or operating expenditures upon one (1) day priornotice to the Members, in case of an emergency, which in its reasonablediscretion is necessary in order to avoid immediate loss to the Property, orwith such shorter or no prior notice (but a subsequent notice as soon aspossible) to the extent that one (1) day prior notice would jeopardize theviability of the Property or the health, safety or welfare of persons locatedthereon; *provided, further,*that such emergencyexpenses referred to in the preceding proviso shall not exceed $100,000 in theaggregate in any Fiscal Year without the approval as required by this Section3.2(e); or

##### (2)                                  withrespect to Section 3.2(d)((7) above, incur on behalf of the Company orcause the Company to incur up to an additional $300,000, in the aggregate, ofexpenses in excess of the Capital Improvement Budget with respect to any expensesincurred or to be incurred in connection with the implementation of the CapitalImprovement Program.

#### (f)                                    Persons dealing with the Company are entitled to relyconclusively upon the right, power, authority and direction of GHGP asexpressly herein set forth.  GHGP mayconsult with legal counsel, accountants, appraisers, management consultants,investment bankers and other consultants and advisers selected by it, and anyact taken or omitted to be taken in reliance upon the opinion of such Personsas to matters within such Person’s professional or expert competence shall bepresumed to have been done or omitted on good faith and not to constitute grossnegligence or willful misconduct.

## 3.3                                 ManagementAgreements.  Whitehall Street andWhitehall Employee Fund shall have the exclusive responsibility, power andauthority to deal with the  AssetManager, individually or collectively, on behalf of the Company in connectionwith the Asset Management Agreement, to give any consent, approval or directionrequired of or permitted by the Company as “Owner” thereunder, to makecalculations as to the fees payable in accordance with the terms of the AssetManagement Agreement and to exercise any termination provisions containedtherein.  In the event of a termination ofthe Asset Management Agreement in accordance with its terms, the Members shallcollectively appoint a successor asset manager.

## 3.4                                 Acts of the Companyand the Members.

#### (a)                                  Whenever in this Agreement or elsewhere it isprovided that consent is required of, a demand shall be made by, or acts shallbe performed by or at the direction of Whitehall Street or Whitehall EmployeeFund, all such consents, demands and acts are to be made, given or performedupon the consent of any of the Persons listed on Schedule 3.4 attachedhereto under the heading “Representatives of the Whitehall Group”, each of whomshall be vested with the authority of Whitehall Street and Whitehall EmployeeFund, until such time, if any, as MLPC and either GHGP or GKH shall receive anotice from Whitehall Street or Whitehall Employee Fund designating one or morereplacement representatives.

#### (b)                                 Whenever in this Agreement or elsewhere it isprovided that consent is required of, a demand shall be made by, or acts shallbe performed by or at the direction of GHGP or GKH, all

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#### such consents, demands and acts are to bemade, given or performed upon the consent of any of the Persons listed on Schedule3.4 attached hereto under the heading “Representatives of Gengate”, each ofwhom shall be vested with the authority of GHGP and GKH, until such time, ifany, as MLPC and either Whitehall Street or Whitehall Employee Fund shallreceive a notice from GHGP or GKH designating one or more replacement representatives.

#### (c)                                  Whenever in thisAgreement or elsewhere it is provided that consent is required of, a demandshall be made by, or acts shall be performed by or at the direction of MLPC,all such consents, demands and acts are to be made, given or performed upon theconsent of any of the Persons listed on Schedule 3.4 attachedhereto under the heading “Representatives of MLPC”, each of whom shall bevested with the authority of MLPC, until such time, if any, as either WhitehallStreet or Whitehall Employee Fund and either GHGP or GKH shall receive a noticefrom MLPC designating one or more replacement representatives.

## 3.5                                 Waiver of Rights byNon-Managing Members.

#### (a)                                  To the fullest extent permitted by law, except asspecifically set forth herein, each of the Non-Managing Members hereby waivesany rights it may have to (i) consent to, (ii) request appraisal rights withrespect to or (iii) otherwise approve, any merger or combination (or othertransaction having substantially the same effect) of the Company or theSubsidiaries, any sale, contribution or other disposition of the Property orthe Company or the Subsidiaries, and releases each of the Managing Members andits Affiliates from any claims that the Non-Managing Members might have hadwith respect to such rights had they not been waived.

#### (b)                                 The Gengate Members and MLPC acknowledge that anymember of the Whitehall Group and any Affiliate thereof (including Goldman,Sachs & Co. or Goldman Sachs Mortgage Company) may, in its discretion,elect to make a loan to complete the acquisition of the Property by Kapalua/GengateRealty and the Non-Managing Members hereby waive and release, to the fullestextent permitted by law, any defense, claim, counterclaim, right of set off, orother right to the enforcement of such loan (i) based upon or relating tolender liability or similar grounds to challenge, limit, impair or otherwise orotherwise restrict the rights or remedies of the lender, (ii) that any memberof the Whitehall Group has any conflict of interest in acting both as acreditor of the Company and as an owner of an interest in the Company, (iii)that such enforcement constitutes a breach of Whitehall Street’s or WhitehallEmployee Fund’s fiduciary or other duties to the Company, and, to the fullestextent permitted by law, the Non-Managing Members hereby waive and release andagree not to assert or raise any such defense, claim, counterclaim, right ofset off, or other right to the enforcement of such loan.

## 3.6                                 Sale of Property.   Notwithstanding anything to the contraryherein, except as provided in Section 3.2(a)(21), (i) the Property may not besold without the consent of GKH or the Whitehall Group prior to March 13, 2009and (ii) at any time from and after March 13, 2009, either of the WhitehallGroup or GKH shall have the right, acting alone and without the consent orapproval of any other Member,  tocommence the marketing of, and cause the sale of, the Property subject only toa right of first offer in favor of the other Members pursuant to the followingprovisions:

#### (a)                                  The party desiring to sell the Property (the “TriggeringParty”) shall give written notice (the “Proposed Sale Notice”) toeach of the other Members (each, a “Non-Triggering Party” and,collectively, the “Non-Triggering Parties”) setting forth the proposed purchaseprice (the “Proposed Purchase Price”) of the proposed sale.

#### (b)                                 Each Non-Triggering Party electing to purchase theProperty (an “Electing Non-Triggering Party”) shall have thirty (30) days (the“Election Period”) after receiving the Proposed Sale Notice to make suchelection by giving written notice thereof (the “Purchase Notice”) to theTriggering Party, with a copy to each other Non-Triggering Party, within theElection Period.

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#### (c)                                  If none of the Non-Triggering Parties timely deliversa Purchase Notice together with a Purchase Notice Deposit as required bySection 3.6(f), then none of the Non-Triggering Parties shall have any furtherright to purchase the Property, except as may be expressly provided for belowin this Section 3.6(c), and the Triggering Party shall have the right tocause the Company to enter into an agreement to sell, and to sell, the Propertyto an independent third party which  isnot an Affiliate of any Member (“Third-Party Purchaser”) at any time ortimes during a one hundred eighty (180) day period (such period, the “MarketingPeriod”; it being agreed and understood that the Triggering Party shallhave the right to end the Marketing Period at any time prior to the end of such180-day period upon notice to the Non-Triggering Parties), which period shallcommence on the earlier of (A) the first day after the Election Period expiresand (B) such time (if any) as each Non-Triggering Party has notified theTriggering Party that the Non-Triggering Party will not be purchasing theProperty (whether individually or jointly with any other Non-Triggering Partyor Parties), for aggregate gross consideration which is not less than 95% ofthe Proposed Purchase Price (excluding (i.e., without deducting from theconsideration offered by the Third-Party Purchaser) any customary prorations tosuch consideration determined as of the date of the closing of the sale of theProperty, transfer taxes, legal fees and other closing costs payable by theCompany or any of its Subsidiaries or any brokerage commissions that wouldactually be payable to any third-party broker) (the “Third-Party PurchasePrice”).  If during the MarketingPeriod, the Triggering Party receives an offer for less than 95% of theProposed Purchase Price, then the Triggering Party, if it wishes to accept suchoffer, shall so notify each Non-Triggering Party.  Within thirty (30) days after receiving suchnotice (and, if such notice is given within thirty (30) days prior to theexpiration of the Marketing Period, the Marketing Period shall be extendedday-by-day to give effect to the thirty (30) day notice period of thissentence), each Non-Triggering Party shall again have the right to deliver tothe Triggering Party a Purchase Notice. If an agreement is executed during the Marketing Period but the closingunder such agreement does not occur within forty-five (45) days after the endof the Marketing Period (the “Closing Period”), provisions of thisSection 3.6 will apply as to any sale of the Property occurring after suchforty-five (45) day period. None of the Non-Triggering Parties shall have theright to approve, object to or interfere with any sale under, and conformingto, this Section 3.6(c) irrespective of the terms of the sale(the Triggering Party being fully authorized and empowered to execute anddeliver all necessary documents, agreements and instruments on behalf of theCompany and any of its Subsidiaries and to make representations and warrantieson the Company’s and any of its Subsidiaries’ behalf).  In connection with the sale of the Property,(i) the Members agree to cooperate fully and in good faith to deliver anymaterials reasonably requested by the potential purchaser (all of which shallbe provided, to the extent reasonably available, within three (3) Business Daysof request (or earlier if such earlier time period is reasonable)) and to usetheir reasonable best efforts to cause the sale of the Property and (ii) theNon-Triggering Parties agree to cooperate fully and in good faith with theTriggering Party in the assumption by any potential purchaser of the PropertyDebt documentation (as long as the Equity Members and their Affiliates who areparty to any such documents are released from any liabilities that accrue afterthe date of such assumption), including promptly delivering to underlyinglender any documents requested by the Triggering Party or the underlyinglender, executing any documents or agreements required by the Triggering Partyor the underlying lender in connection with any such assumption (to the extentsuch documents or agreements do not materially increase such party’sliabilities or obligations) and agreeing to remain liable on any guaranties inrespect of the New Senior Debt documentation for the periods during which  such Equity Members or their Affiliates ownedany direct or indirect interest in the Property.  During the Marketing Period, none of theEquity Members or their Affiliates shall have the right to bid for theProperty.

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#### (d)                                 If only one Non-Triggering Party elects to purchasethe Property within the Election Period, then such exercise shall be deemed tocreate a contract between that Non-Triggering Party, which (by so exercising)becomes an “Electing Non-Triggering Party,” on one hand, and the Company, onthe other hand, pursuant to which the Electing Non-Triggering Party irrevocablyagrees to acquire the Property for the Proposed Purchase Price (subject tocustomary closing prorations) and the closing date for such sale shall be sixty(60) days after the making of such election, and the provisions of Section 3.6(f)shall apply.

#### (e)                                  If two or more Non-Triggering Parties elect topurchase the Property within the Election Period, then:

##### (1)                                  suchexercise shall be deemed to create an agreement between all of those ElectingNon-Triggering Parties to form, and they shall form, a separate entity owned byall of them for the purpose of acquiring the Property (the “PurchasingEntity”), with each Electing Non-Triggering Party to own a percentage of thePurchasing Entity equal to its Pro Rata Portion, unless all of those ElectingNon-Triggering Parties agree to different ownership;

##### (2)                                  suchexercise shall be deemed to create a contract between the Purchasing Entity, orall of the Electing Non-Triggering Parties (jointly or severally), on the onehand, and the Company, on the other hand, pursuant to which the PurchasingEntity, or all of the Electing Non-Triggering Parties (jointly or severally),irrevocably agrees to acquire the Property for the Proposed Purchase Price(subject to customary closing prorations) at a closing that shall occur withinsixty (60) days after the expiration of the Election Period, and the provisionsof Section 3.6(f) shall apply; and

##### (3)                                  theTriggering Party shall only retain a portion of each Electing Non-TriggeringParty’s Purchase Notice Deposit that is equal to such Electing Non-TriggeringParty’s Pro Rata Portion (the “Pro Rata Deposit Amount”) and shall return thatportion of the Purchase Notice Deposit in excess of the Pro Rata Deposit Amountto such Electing Non-Triggering Party within fifteen (15) days after theexpiration of the Election Period.

Forpurposes of this Section 3.6, “Pro Rata Portion” means, with respect to anElecting Non-Triggering Party, a percentage determined by dividing (a) thePercentage Interest of such Electing Non-Triggering Party, by (b) the aggregatePercentage Interests of all of the Electing Non-Triggering Parties.

#### (f)                                    Simultaneously with the delivery of the PurchaseNotice (and as a condition to the effectiveness of such Purchase Notice), eachElecting Non-Triggering Party shall deliver to the Triggering Party a depositby wire transfer of immediately available federal funds in an amount equal to$5,000,000 (together with interest accrued thereon, the “Purchase NoticeDeposit”).  If the Non-TriggeringParty fails to deliver the Purchase Notice Deposit in the manner describedabove, then the Non-Triggering Party shall be deemed to have failed to exercisethe Purchase Option. Except as described in Section 3.6(e)(iii),the Purchase Notice Deposit shall be non-refundable to the Electing Non-TriggeringPart(ies) in the event of a failure by an Electing Non-Triggering Party or thePurchasing Entity to consummate the purchase of the Property on the relevantclosing date (other than solely by reason of a default by the Triggering Partyor the failure of the representations listed below to be true in all materialrespects), in which case the Triggering Party may terminate (or cause thetermination of) the contract created by the Proposed Sale Notice and thePurchase Notice and (A) the Triggering Party may retain the Purchase NoticeDeposit or, if applicable, the Pro Rata Deposit Amounts of the Purchase NoticeDeposits not returned pursuant to Section 3.6(e)(iii) as liquidated damages forthe benefit and account of the Triggering Party only and (B) the Triggering Party shall be free to sell at any time theProperty to any Person and on any terms as the Triggering Party may determinein its discretion, without any consent or approval of any other Member andwithout having to comply with any of the terms of this Section 3.6.  The parties agree that damages to theTriggering Party will be difficult and impracticable to ascertain in

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#### connection with a default by an ElectingNon-Triggering Party or the Purchasing Entity under this Section 3.6 andthe retention of the Purchase Notice Deposit or, if applicable, the Pro RataDeposit Amounts of the Purchase Notice Deposits by the Triggering Party is a reasonable estimate of such damages fromsuch default and shall not be considered a penalty.  If the sale of the Property fails to occur onthe relevant closing date solely by reason of a default by the Triggering Party(other than as a result of any default by an Electing Non-Triggering Party orthe Purchasing Entity), then, at the election of the Electing Non-TriggeringParty or, if applicable, the Purchasing Entity (the “Purchasing Party”), (x)the contract created by the exercise or exercises of the Proposed Sale Noticeshall be terminated and the Purchase Notice Deposit shall be refunded to thePurchasing Party; or (y) the Purchasing Party may seek specific performance ofsuch contract, but shall have no other rights or remedies by reason of suchbreach. If the closing of the sale of the Property to the Purchasing Partyoccurs, then Purchase Notice Deposit or, if applicable, the Pro Rata DepositAmounts of the Purchase Notice Deposits not returned pursuant to Section3.6(e)(iii) shall be applied towards the Purchase Price at closing.  The Triggering Party shall, and shall causethe Company to, execute such instruments of transfer as are customarilyexecuted and reasonably requested to evidence and consummate the transfer ofthe Property to the Purchasing Party; provided, however, that such documentsshall indicate that the sale of the Property is on an “As-Is,” “Where Is,”“With-All-Faults” basis with no representations, warranties or indemnitieswhatsoever, other than representations to the effect that each of the relevantselling entities is duly organized and existing, that it is authorized andempowered to effect the sale, that it has duly executed and delivered allclosing documents to which it is a party, that the execution, delivery andperformance of such documents does not violate any applicable law or materialagreement to which it is a party or by which it or the Company Assets arebound.

#### (g)                                 Notwithstanding anything to the contrary, theTriggering Party shall, subject to and in accordance with this Section 3.6,have full right, power and authority (acting alone and without the consent ofany other Member) to execute, deliver and perform, for and in the name of theCompany, any and all documents, agreements and instruments, and to take anyother actions as may be required or desirable for the purpose of transferringthe Property to a Third-Party Purchaser, or the Purchasing Entity, as the casemay be.

#### (h)                                 Except as otherwise expressly provided herein, eachparty shall bear its own legal fees and expenses in connection with a saleunder this Section 3.6, and the Triggering Party and the PurchasingParty shall each indemnify the other against claims for brokers’ fees andcommissions.  Unless otherwise providedin the offer from a Third-Party Purchaser, the Company shall bear any debtrepayment or assumption fees and the Company shall bear any closing costs, aswell as all costs of marketing the Property and any legal fees incurred asseller.  If there would be substantialtransfer tax or other costs savings achieved by structuring a sale to the  Purchasing Party pursuant to this Section 3.6as a sale of the Triggering Party’s Interest in the Company instead of theProperty, then, at the option of either the Triggering Party or the PurchasingParty, either the Triggering Party or the Purchasing Party may elect to havethe Triggering Party’s Interest transferred to the Purchasing Party in whichcase all of the provisions of this Section 3.6 shall apply mutatismutandis, with such changes as are appropriate to reflect the fact thatInterests rather then the Property are being sold; provided, however, that ifthe Triggering Party elects to structure the sale as a sale of the TriggeringParty’s Interest, then the Triggering Party shall also provide representationsto the Purchasing Party as to ownership of its Interest free and clear of allliens and encumbrances.

## 3.7                                 Purchase ofAdditional MLPC Property. Notwithstanding anything to the contrary stated herein, if the [*] Tractor the [*] Tract is purchased this agreement shall automatically be amendedwithout the need of any further documentation to amend the definition of“Property” to include the description of the newly acquired [*] Tract or [*]Tract.

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# ARTICLE 4

# RIGHTS AND DUTIES OF MEMBERS; EVENTS OF DEFAULT

## 4.1                                 Duties, Obligationsand Compensation of Gengate.

#### (a)                                  In addition to such duties as are described elsewherein other provisions of this Agreement, GHGP, in consultation with the PropertyManager and the Asset Manager, shall, using (and subject to the availabilityof) the Company’s funds: (i) prepare and deliver to the Managing Members (orcause to be prepared and delivered to the Managing Members) an Annual Budgetand a proposed Business Plan for each Budget Year (provided that PropertyManager provides GHGP with the information requested by GHGP that is reasonablynecessary to prepare such Annual Budget and proposed Business Plan); (ii)deliver to the Managing Members promptly upon its receipt, copies of all (x)summonses and complaints served on the Company or GHGP (as a Member of theCompany or otherwise relating to or affecting the Company) and (y) notices ofdefault on any loan or other indebtedness of the Company or on any liensagainst the Property or any Company Asset; and (iii) to the extent otherwisepermitted under this Agreement and except to the extent that the PropertyManager is required to do the same under its respective property managementagreement, take such steps as may be necessary or appropriate to cause theCompany or any Subsidiary to comply with the terms of any Loan Agreements andother material agreements to which the Company or any Subsidiary is a party orby which the Company or any Subsidiary is bound (and shall take reasonablyappropriate steps to cure any non-compliance to the extent permitted under thisAgreement and will otherwise promptly notify the Managing Members of any non-compliance);provided, that GHGP acknowledges that it, and not the Property Manager, isprimarily responsible for the Capital Improvement Program and ensuring that theCapital Improvement Program does not conflict with the terms of the LoanAgreements and other material agreements.

#### (b)                                 In the event GHGP shall fail to perform or complywith, or to cause the performance of or compliance with, any obligation or dutyimposed on it pursuant to this Agreement, then, without limiting any otherremedy available to any of Managing Members, any of the Managing Members shallhave the right (but not the obligation) to perform or comply with, or cause theperformance of or compliance with, such obligation, at the cost or expense ofthe Company.

## 4.2                                 Other Activities ofthe Members.  Each Member may engageor invest in any other activity or venture or possess any interest thereinindependently or with others.  None ofthe Members, the Company, their respective Affiliates or any other Personemployed by, related to or in any way affiliated with any Member or the Companyshall have any duty or obligation to disclose or offer to the Company or theMembers, or obtain for the benefit of the Company or the Members, any otheractivity or venture or interest therein. Except as may be set forth in any other agreement, none of the Company,the Members, their respective Affiliates, the creditors of the Company or anyother Person having any interest in the Company shall have (A) any claim, rightor cause of action against any Member or any other Person employed by, relatedto or in any way affiliated with, any Member by reason of any direct orindirect investment or other participation, whether active or passive, in anysuch activity or venture or interest therein or (B) any right to any suchactivity or venture or interest therein or the income or profits derivedtherefrom.

## 4.3                                 Indemnification.  No Member shall be liable, responsible oraccountable in damages or otherwise to the Company, any third party or to anyother Member for (i) any act performed within the scope of the authorityconferred on such Member by this Agreement except for the gross negligence,fraud or willful misconduct of such Member in carrying out its obligationshereunder, (ii) such Member’s failure or refusal to perform any act, exceptthose required by the terms of this Agreement, (iii) such

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## Member’s performance of, or failure to perform, any act on thereasonable reliance on advice of legal counsel to the Company or (iv) thenegligence, dishonesty or bad faith of any agent, consultant or broker of theCompany selected, engaged or retained in good faith and with reasonableprudence.  To the fullest extentpermitted by law, in any threatened, pending or completed action, suit orproceeding, each Member and its directors, officers, and managing members shallbe fully protected and indemnified and held harmless by the Company against allliabilities, obligations, losses, damages, penalties, actions, judgments,suits, proceedings, costs, expenses and disbursements of any kind or naturewhatsoever (including, without limitation, reasonable attorneys’ fees, costs ofinvestigation, fines, judgments and amounts paid in settlement, actuallyincurred by such Member in connection with such action, suit or proceeding) byvirtue of its status as Member or with respect to any action or omission takenor suffered in good faith as a Member or otherwise for or on behalf of theCompany, other than liabilities and losses resulting from the gross negligence,fraud or willful misconduct of such Member; *provided*, *however*, suchMember shall not be so indemnified for any acts determined to be incontravention of an express term of this Agreement, if any.  The indemnification provided by this Section4.3 shall be recoverable only out of the assets of the Company, and no Membershall have any personal liability (or obligation to contribute capital to theCompany) on account thereof.

## 4.4                                 Compensation ofMembers and their Affiliates; Goldman, Sachs & Co. as Exclusive FinancialAdvisor.

#### (a)                                  No Member or any Affiliate of any Member, shall beentitled to compensation from the Company in connection with any matter thatmay be undertaken in connection with the fulfillment of its duties andresponsibilities hereunder, except (i) as provided in this Section 4.4, Section4.10, Section 4.12, Section 4.13 or Article 8; (ii) as set forth in the AssetManagement Agreement; or (iii) as set forth in an Approved Budget.  The Members recognize that in connection witha Loan Guaranty or other recourse obligation provided or incurred by a Member(or an Affiliate of a Member) to a lender providing financing to the Company,the Subsidiaries or the Property (other than limited, customary recoursecarve-outs to a non-recourse financing, such as fraud and misappropriation andenvironmental indemnities), the Member (or such Affiliate) providing orincurring such guaranty or other recourse obligation shall be paid by theCapital Members other than MLPC an aggregate fee equal to two percent (2%) perannum of the amount of such guaranty or other recourse obligation (the “CreditEnhancement Fee”).  Any amountsreceived as Credit Enhancement Fees shall not be deemed to be a distribution toor should affect the Capital Account of the Member providing such Loan Guarantyor recourse obligations.

#### (b)                                 The Members covenant and agree that the Company willretain Goldman, Sachs & Co. (as well as such Affiliate(s) as Goldman, Sachs& Co. may designate from time to time) to provide all financial advisory,sales advisory and investment banking services to the Company, including,without limitation, in connection with any sale, financing, refinancing,merger, combination, contribution, disposition or similar transaction involvingthe Company or the Property.  If Goldman,Sachs & Co. (and/or its Affiliate(s)) agrees to accept such engagement,Goldman, Sachs & Co. (and/or such Affiliate(s)) shall be entitled toreceive from the Company (upon completion of any such transaction) itscustomary fees and commissions for such services and its customaryindemnification.  In the event thatGoldman, Sachs & Co. (and/or such Affiliates(s)) procures any loan for theCompany, Goldman, Sachs & Co. (and/or such Affiliate(s)) shall be entitledto a fee equal to one percent (1%) of the total amount of such loan procured.  Other than an origination fee to be paid to alender providing financing for any Property or the Company Assets, no otherfees shall be paid to any other Person in connection with the financing of anyProperty, the Company Assets or the Company. Goldman, Sachs & Co. (and/or such Affiliate(s)), shall be third party beneficiaries of thisSection and shall have the right to enforce the terms of this Section to theirfullest extent.

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## 4.5                                 Dealing withMembers.  The fact that a Member, anAffiliate of a Member, or any officer, director, employee, partner, consultantor agent of a Member, is directly or indirectly interested in or connected withany Person employed by the Company to render or perform a service, or anyPerson from or to whom the Company may buy or sell any assets or property orhave other business dealings, shall not prohibit the Company from employingsuch Person or from dealing or transacting business with such Person on marketterms, and neither the Company nor any of the other Members shall have anyright in or to any income or profits derived therefrom by reason of thisAgreement.  The foregoing is not intendedto modify the restrictions on the authority of any Member under Section 3.2(d).

## 4.6                                 Use of CompanyProperty.  No Member shall make useof the funds or property of the Company, or assign its rights to specificCompany property, other than for the business or benefit of the Company.  Employees of the Members shall have the rightto stay at the Property without charge to the extent that such stay is relatedto the Company’s business. Title to the Company Assets shall be deemed to beowned by the Company as an entity, and no Member, individually or collectively,shall have any ownership interest in such Company Assets or any portion thereof.  All Company Assets shall be recorded as theproperty of the Company on its books and records, irrespective of the name inwhich legal title to such Company Assets is held.

## 4.7                                 Designation of TaxMatters Member.  Whitehall Streetshall act as the “tax matters partner” of the Company, as provided in theregulations pursuant to Section 6231 of the Code.  Each Capital Member hereby approves of suchdesignation and agrees to execute, certify, acknowledge, deliver, swear to,file and record at the appropriate public offices such documents as may bedeemed necessary or appropriate to evidence such approval.  To the extent and in the manner provided byapplicable Code sections and regulations thereunder, the Tax Matters Member (a)if required shall furnish the name, address, profits interest and taxpayeridentification number of each Capital Member to the IRS and (b) shall informeach Capital Member of administrative or judicial proceedings for theadjustment of Company items required to be taken into account by a Member forincome tax purposes and shall provide each Capital Member the opportunity toparticipate in such proceedings at such Capital Member’s sole expense.  Each Capital Member hereby reserves allrights under applicable law, including the right to retain independent counselof its choice at its expense.

## 4.8                                 GKH and GHGP RightsUpon Default.  Upon the occurrence ofa Event of Default:

#### (a)                                  The Whitehall Group may deliver to GKH a notice,describing the nature of the Event of Default (such notice, a “DefaultNotice”).

#### (b)                                 If the Default Notice alleges the occurrence of anyEvent of Default of the type described in clauses (3), (4) or (5) of thedefinition of “Event of Default” (even if any other type of Event of Default isalso alleged), then the removal of GKH as Managing Member and termination ofGHGP’s rights to assume, take or consent to any action or decision by theCompany, along with any other remedies the Whitehall Group chooses to exercisepursuant to Section 4.9, will be effective automatically and immediately upondelivery.

#### (c)                                  If the Default Notice alleges only the occurrence ofan Event of Default of the type described in clauses (1) or (2) of thedefinition of “Event of Default” (after the expiration without cure of any cureperiod provided in clauses (1) or (2)) then, unless either an arbitration awardor judicial determination (whether or not the Managing Members, the Company orthe Whitehall Group is a party to the proceeding giving rise to the award ordetermination) has already been issued confirming the occurrence of any eventthat would constitute an Event of Default, or a Gengate Member has acknowledgedin writing the existence of facts that are the basis for the Default Notice (ineither which event, no contest of the Default Notice and its consequences maybe made by a Gengate Member),  GKH

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#### may, within 10 days after delivery of theDefault Notice, contest such allegation by delivering written notice (a “DisputeNotice”) within that 10-day period to the Whitehall Group and submittingthe matter to arbitration in accordance with the provisions of Section12.8.  The only issue that may bedetermined by an arbitration commenced in response to a Default Notice iswhether an Event of Default of the type described in clauses (1) or (2) of thedefinition of “Event of Default” existed on or after the date that DefaultNotice was delivered.

#### (d)                                 If GKH fails to give a Dispute Notice within that10-day period, then (A) it will be automatically and conclusively deemed thatthe allegations in the Default Notice are true, (B) GKH will automatically beremoved as a Managing Member effective on the last day of that 10-day periodand (C) the Whitehall Group may exercise all of its rights hereunder,including, but not limited to, those specified in Section 4.9.

#### (e)                                  If GKH timely delivers a Dispute Notice and submitsthe matter to arbitration, and the arbitration panel determines that one ormore of the events described in the Default Notice did occur, or otherwisedetermines that an Event of Default has occurred, then (A) GKH willautomatically be removed as the Non-Managing Member effective on the day thearbitration panel issues its determination and (B) the Managing Member mayexercise all of its rights hereunder, including, but not limited to, thosespecified in Section 4.9.

#### (f)                                    Pending the determination of the arbitration panel,GKH and GHGP will remain Members and GKH will continue to be a Managing Memberand GHGP will continue to have Administrative Rights and the Whitehall Groupmay not exercise any rights or remedies in respect of the Event of Default thatis the subject of the Dispute Notice.

#### (g)                                 If the arbitration panel determines that none of theevents described in the Default Notice occurred and that no other Event ofDefault has occurred, then (A) GKH will not be removed as the Non-ManagingMember and (B) the Whitehall Group may not exercise its rights with respect tothe Default Notice that gave rise to the arbitration (but the Managing Memberwill not be precluded from delivering Default Notices upon the occurrence ofany other Event Default or from exercising its rights with respect to thoseDefault Notices).

## 4.9                                 Events of Default.  Notwithstanding anything to the contrarycontained in this Agreement but subject to the provisions Section 4.8, at anytime from and after the occurrence of an Event of Default:

#### (a)                                  The Whitehall Group (or any Person or Personsdesignated by the Whitehall Group) shall have the right to purchase theInterest of the Gengate Members, and each Gengate Member shall be required, andhereby agrees, to sell its Interest to the Whitehall Group (or its designee),in accordance with and subject to the following terms:

###### (i)                                     Any member of the Whitehall Group may deliver to aGengate Member a default notice (a “Default Purchase Notice”) describingwith reasonable specificity the nature of the Event of Default it caused andstating that the Whitehall Group will exercise its right to purchase theInterest of GHGP and GKH.  A DefaultPurchase Notice shall also specify a closing date for such purchase and sale,which date shall be not less than twenty (20) nor more than one hundred twenty(120) days after the date of delivery of such Default Purchase Notice.  Failure by a member of the Whitehall Group todeliver a Default Purchase Notice shall not constitute a waiver of an Event ofDefault (or any other breach or default). No Event of Default (or any other breach or default) shall be waived norshall any duty to be performed be altered or modified except by writteninstrument signed by the Managing Members. One or more waivers or failure to give notice of an Event of Defaultshall not be construed as a waiver of a subsequent or

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###### continuing Event of Default.  TheWhitehall Group may elect to proceed in any manner permitted in this Agreement(and to pursue any other remedies available at law or in equity) with respectto each Gengate Member regardless of how the Whitehall Group elects to proceedwith respect to the other Gengate Member.

###### (ii)                                  The purchase price for the Interest of any GengateMember (the “Default Purchase Price”) shall be (x) in the case ofpurchase by the Whitehall Group upon an Event of Default caused by (A) a breachof this Agreement and/or an event (other than the sale of the Property) thatwould permit the termination by the Company of the Asset Management Agreement,(B) Bankruptcy of GHGP, GKH or the Asset Manager or (C) gross negligence ofGHGP, GKH or the Asset Manager, an amount equal to the cash amount such GengateMember would have received as a liquidating distribution (excluding any amount,if any, that would have been payable to such Gengate Member as its portion ofthe Actual Promote) under Article 10 hereof if the Company had sold all of theCompany Assets on the date of such purchase by the Whitehall Group (or theirdesignee(s)) for a sales price equal to one hundred percent (100%) of theAppraised Value of the Company Assets (less a reasonable estimate of the costsand expenses, including reasonable and customary brokerage commissions, thatwould have been incurred by the Company, as seller, in making such sale) and(y) in any other case, an amount equal to the lesser of (a) the CapitalContributions made by such Defaulting Member less distributions previously madeto such Defaulting Member and (b) the cash amount such Gengate Member wouldhave received as a liquidating distribution (excluding any amount that wouldhave been payable to such Defaulting Member as its portion of the ActualPromote) under Article 10 hereof if the Company had sold all of the CompanyAssets on the date of such purchase by the Whitehall Group (or its designee(s))for a sales price equal to ninety-five percent (95%) of the Appraised Value ofthe Company Assets (less a reasonable estimate of the costs and expenses,including reasonable and customary brokerage commissions, that would have beenincurred by the Company, as seller, in making such sale).  The costs of obtaining any such AppraisedValue shall be borne by the Gengate Members and shall be deductible against theDefault Purchase Price.  The calculationof the liquidating distribution hereunder for the Default Purchase Price shallbe made by the independent certified public accountants who then act as theCompany’s auditors.

###### (iii)                               Upon receipt of the final determination of the DefaultPurchase Price, the Whitehall Group shall have the right, by notice givenwithin thirty (30) days of being notified of such determination, to revoke theDefault Purchase Notice and, in such case, (i) the Whitehall Group shall haveno obligation to purchase the Defaulting Member’s Interest and (ii) theWhitehall Group shall reimburse the Gengate Members for their out-of-pocketcosts associated with obtaining the Appraised Value.

###### (iv)                              In the event that the Whitehall Group elects underthis Section 4.9(a) to purchase any Gengate Member’s Interest in the Companyand, after receipt of the Appraised Value, still wishes, in its discretion, toconsummate such purchase, the Default Purchase Price shall be paid to suchGengate Member on the closing of the purchase of such Interest.  Simultaneously with the receipt of theDefault Purchase Price, such Gengate Member shall execute and deliver, and, insuch event and for such purpose, such Gengate Member hereby irrevocably constitutesand appoints each member of the Whitehall Group (and any of its successors orassigns) as a true and lawful attorney-in-fact to execute and deliver for andon such Gengate Member’s behalf, all documents that may be necessary, in theopinion of counsel for the Whitehall Group, to effect a transfer of suchGengate Member’s entire Interest to the Whitehall Group (or theirdesignee(s)).  The Whitehall Group shalltake such Interest of such Gengate Member subject to, and shall assume andagree to pay, such Gengate Member’s share of all

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###### liabilities of the Company as of the date of such sale.  Closing costs and all other charges (exceptfor payment of transfer and gains taxes, which shall be payable by such GengateMember) involved in closing the sale shall be divided *pro rata* (in accordance with theirrelative Percentage Interests) between such Gengate Member on the one hand, andthe Whitehall Group on the other (except each party shall pay its ownattorneys’ fees). Such Gengate Member shall transfer its Interest free andclear of all liens, encumbrances and adverse claims (other than by, through orunder the Company).  In the event thatsuch Gengate Member shall have created or suffered any such unauthorized liens,encumbrances or other adverse interest against its Interest or such GengateMember is a Debtor Member on any Member Loan, the Whitehall Group shall, to thefullest extent permitted by law, be entitled to either an action for specificperformance to compel such Gengate Member to have such adverse interestsremoved and to have such Member Loan repaid in full from the proceeds of thesale of such Interest, in which case the closing date shall be adjourned forsuch purpose, or to an appropriate offset against the Default Purchase Price.

###### (v)                                 If the Whitehall Group and any Gengate Member shallbe unable to agree earlier to the Appraised Value then the Whitehall Group andsuch Gengate Member shall each, within five (5) days after the date that isthirty (30) days after the delivery of a Default Purchase Notice (the “AppointmentDate”), appoint an Appraiser to determine the Appraised Value of theCompany Assets.

###### (vi)                              For purposes of this Section 4.9(a), (x) “GengateMember” shall be deemed to include the Gengate Member, together with allTransferees of any portion of the Interest of the Gengate Member held as of theEffective Date and (y) “Interest” shall be deemed to include the Interest ofthe Defaulting Member and the Interest of any Transferee referred to inpreceding clause (x).

#### (b)                                 In addition to its remedies under Section 4.9(a), ifGHGP or GKH is the Defaulting Member, the Whitehall Group may, in itsdiscretion, elect to divest GHGP of its Administrative Rights and/or GKH of itconsent rights with respect to Major Decisions, to terminate the AssetManagement Agreement and/or to withhold from the Gengate Members any amountsotherwise distributable to either of the Gengate Members on account of orpursuant to 8.1(b)(vi)(a), Section 8.1(b)(vi)(a), 8.1(c)(iv)(a) and Section8.1(c)(v)(a).  Upon such divestiture, (i)the Whitehall Group shall have the right to assume such Administrative Rightsor to designate another Person (which may be an Affiliate of the WhitehallGroup) to so assume, in which case, in the Whitehall Group’s discretion, anyamounts otherwise distributable to the Gengate Members on account of orpursuant to 8.1(b)(v)(a), Section 8.1(b)(vi)(a), 8.1(c)(iv)(a) and Section8.1(c)(v)(a) may instead be distributable to such designee.  This Section 4.9(b) shall not constitute awaiver of, or exculpation from, claims by, or indemnification from, the Companywith respect to any matter arising prior to the divestiture of GHGPAdministrative Rights or termination of the Asset Management Agreement.

#### (c)                                  Notwithstanding anything to the contrary herein, noneof the rights and remedies granted to any members of the Whitehall Group inthis Section 4.9 shall be deemed an exclusive remedy of the members of theWhitehall Group or their Affiliates, but shall be in addition to all otherrights and remedies available to any of them whether under the terms of thisAgreement (including, without limitation, Section 8.1(d)), at law, in equity orotherwise.

#### (d)                                 Each of GHGP and GKH hereby grants to the WhitehallGroup a first priority, perfected security interest (within the meaning of theUniform Commercial Code in effect in the State of Delaware) in its respectiveInterest as security for its obligation, under the terms and conditionsspecified in this Section 4.9, to Transfer its Interest to the Whitehall Group(or its designee).  If GHGP and GKH

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#### defaults with respect to such Transferobligation, the Whitehall Group shall have the right to exercise all of therights and remedies of a secured party under the applicable law, with respectto GHGP’s and GKH’s.  Each of GHGP andGKH hereby authorizes the Whitehall Group to take, and agrees to take withinfive (5) days after any request by the Whitehall Group, all actions as theWhitehall Group may be reasonably necessary as determined by the WhitehallGroup to ensure that the Whitehall Group can perfect and realize on suchsecurity interest, including the execution, delivery and filing of financingstatements or similar instruments. This Agreement is intended to constitute asecurity agreement within the meaning of the Uniform Commercial Code in effectin the State of Delaware.  Nothing inthis Section 4.9(f) shall be deemed to limit or override (prior to theoccurrence of an Event of Default) any Transfer rights granted to theprincipals of GHGP or GKH pursuant to Section 9.1(b) or Section 9.1(c) or anyother right of GHGP or GKH in respect of its Interest pursuant to thisAgreement.

## 4.10                           Development ManagementFee. Asset Manager or its designee shall be paid anadministration/development management fee (“Development Management Fee”)in an amount equal to, with respect to the Capital Improvement Program, fourpercent (4%) of the aggregate hard and soft costs of such renovation (exclusiveof land costs). The Development Management Fee shall be paid monthly in arrearsin twelve (12) equal installments on the tenth (10th) Business Day of eachfollowing month during the time in which the Property is undergoing renovationscontemplated by the Capital Improvement Program (based on the budgeted projectcost, with a reconciliation on completion).

## 4.11                           Marketing Rights of MLPC.  So long as MLPC is a member of the Company,MLPC, or its designee, shall have those certain marketing rights set forth on Schedule 4.11attached hereto, subject to the rights of Property Manager under the PropertyManagement Agreement.

## 4.12                           Residential Unit SalesFee.  Upon the closing of the sale ofa dwelling unit and/or residential unit by the Company or one of itsSubsidiaries to any Third Party Purchaser, the Company shall pay Asset Manageror its designee a dwelling unit/residential unit sales fee equal to one percent(1%) of sales price paid by the purchaser.

## 4.13                           Sponsor Residential Space.  GKH and its principals shall be permitted toacquire up to 3,000 square feet of the residential space located on theProperty at a per square foot price equal to (i) the aggregate amount ofCapital Contributions plus the aggregate amount of outstanding Property Debtdivided by (ii) the total number of square feet of saleable residential spaceon the Property (the “Residential Purchase Price”); provided, that GKHand its principals shall not sell any residential space they acquire withoutthe prior written consent of Whitehall Street or Whitehall Employee Fund, forat least five (5) years following the purchase of such residential space.  Upon the earlier of the sale of the Property,the sale or transfer of GKH’s or the Whitehall Group’s entire Interest in theCompany or the liquidation of the Company, an amount equal to (i) the totalsquare feet of residential space purchased by GKH multiplied by (ii) differenceof the average per square foot sales price of the residential space (net ofcustomary sales commissions and closing to the extent Company does not have topay same) over the Residential Purchase Price (the “Residential LiquidationValue”) shall be deducted from GKH’s Capital Account, or in the event thatGKH’s Capital Account is less than the Residential Liquidation Value, anyexcess Residential Liquidation Value remaining after deducting the GKH’sCapital Account shall be deducted from distributions of profit that wouldotherwise be given to GKH and GHGP by the Company pursuant to Section 8.1.  Notwithstanding the foregoing, in the eventthat all the Capital Contributions made by the Whitehall Group are not returnedto the Whitehall Group after such sale, transfer or liquidation taking intoaccount the adjustment of GKH’s and GHGP’s Capital Account and profitdistributions pursuant to the preceding sentence, instead of taking the actionsset forth in the preceding sentence, GKH or its affiliates shall either (i)relinquish the residential space they acquired and sell it at market rate or(ii) directly reimburse the Whitehall Group for its unreturned capitalcontributions up to the amount equal to the Residential Liquidation Value.

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## 4.14                           Square FootageCalculations.  For purposes of this Agreement, all squarefootage calculations shall be made utilizing the Building Owners andManagers Association “Standard Method for Measuring Floor Area.”

# ARTICLE 5

# BOOKS AND RECORDS; REPORTS

## 5.1                                 Books and Records.  At all times during the continuance of theCompany, GHGP shall keep or cause to be kept true and complete books andrecords of the Company in which shall be entered fully and accurately eachtransaction of the Company.  Such booksand records shall be kept on the basis of the Fiscal Year in accordance withthe accrual method of accounting, and shall reflect all transactions of theCompany in accordance with generally accepted accounting principles.  The books and records shall reflect that forthe Fiscal Year ending December 31, 2006, MLPC became a member on the EffectiveDate.

## 5.2                                 Availability ofBooks and Records; Return of Books and Records.  All of the books and records referred to inSection 5.1 (which shall include an executed copy of this Agreement and theCertificate, and any amendments thereto), shall at all times be maintained atthe principal office of the Company or such other location as the ManagingMembers shall reasonably approve (which other location, upon such approval,shall be communicated to all of the Members), and upon reasonable notice toGHGP, shall be open to the inspection and examination of the Members or theirrepresentatives during reasonable business hours.  If GHGP has been divested of itsAdministrative Rights pursuant to Section 4.9(b) or has voluntarily ceased tomanage or administer the day-to-day business of the Company as contemplated bySection 3.1, Section 3.2 and Section 4.1 (or if GHGP shall no longer be aMember), GHGP shall deliver immediately to Whitehall Street or Whitehall EmployeeFund or to such Person as may be designated in writing by Whitehall Street orWhitehall Employee Fund) copies of all documents, files, books, papers,computer files, records and accounts relating to the Property, the CompanyAssets or the Company that are in the possession of GHGP, GKH or any of itsAffiliates.

## 5.3                                 Reports andStatements; Annual Budgets and Business Plans.

#### (a)                                  For each Fiscal Year, GHGP shall send to each Personwho was a Capital Member at any time during such Fiscal Year, by no later thanFebruary 28 of the succeeding Fiscal Year, an annual report of the Companyincluding an annual balance sheet, profit and loss statement and a statement ofchanges in financial position, and a statement showing distributions to theMembers all as prepared in accordance with generally accepted accountingprinciples consistently applied (as modified by the Uniform System of Accounts)and audited by the Company’s independent public accountants, which initiallyshall be PricewaterhouseCoopers or another nationally recognized accountingfirm (as the Whitehall Group shall decide), and a statement showing allocationsto the Members of taxable income, gains, losses, deductions and credits, asprepared by such accountants (it being acknowledged that GHGP’s obligationshereunder are not to guaranty timely delivery of audits, tax returns or similarthird-party work product, and the failure of the auditor or another third partyto make such delivery shall not itself constitute Event of Default hereunder onthe part of GHGP).  For each quarter ofeach Fiscal Year, GHGP shall send to each Person that was a Member at any timeduring such quarter, within forty-five (45) days after the end of such quarter,(i) quarterly financial statements of the Company, including a quarterlybalance sheet, profit and loss statement and a statement of changes infinancial position, and a statement showing distributions to the Members, allas prepared in accordance with generally accepted accounting principlesconsistently applied (as modified by the Uniform System of Accounts) and (ii)such tax estimates as any such Member shall reasonably request.  In addition, GHGP shall send to each Member(i) within thirty (30) days after the end of each month of each Fiscal Year amonthly report

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#### setting forth such financial and operatinginformation of the Company on a cash basis, in form and substance approved bythe Managing Members and GKH (acting reasonably) after the Effective Date, (ii)by no later than February 28 of each Fiscal Year, completed IRS Schedules K-1prepared by the Company’s accountants and (iii) such other informationconcerning the Company and reasonably requested by any Member as is necessaryfor the preparation of each Member’s federal, state and local income or othertax returns (it being acknowledged that GHGP’s obligations hereunder are not toguaranty timely delivery of audits, tax returns or similar third-party workproduct, and the failure of the auditor or another third party to make suchdelivery shall not itself constitute Event of Default hereunder on the part ofGHGP.  GHGP shall prepare and delivertimely to the lender under any Loan Agreement or other loan documents to whichthe Company is a party all reports and statements required by such lender.

#### (b)                                 Not later than (i) November 1, 2006, GHGP shallprepare or cause to be prepared for the Capital Members’ review an AnnualBudget with respect to the Budget Year commencing on January 1, 2007, and (ii)November 1 of the prior Budget Year with respect to each subsequent BudgetYear, GHGP shall prepare or cause to be prepared for the Managing Members’review for the Budget Year in question, an Annual Budget for the Company and aproposed Business Plan.  Not later thanthirty (30) days after receipt by the Managing Members of an Annual Budget,proposed Business Plan or a proposed update to the foregoing (or such longerperiod as the Whitehall Group may request on notice to GHGP), either WhitehallStreet or Whitehall Employee Fund may deliver a notice (an “Objection Notice”)to GHGP stating that such Managing Member objects to any information containedin or omitted from such Annual Budget, proposed Business Plan or update andsetting forth the nature of such objections. With respect to all or any portion of such Annual Budget, proposedBusiness Plan or update as to which no Objection Notice is delivered prior tosuch thirtieth (30th) day (or such longer period as the Whitehall Group mayhave requested), the Annual Budget, proposed Business Plan or update, or theapplicable portion thereof, will be deemed to have been accepted and consentedto in accordance with Section 3.2(d)(4) or (5). If the Objection Notice is timely delivered, GHGP shall modify theAnnual Budget, proposed Business Plan or update, in accordance with any of theManaging Members’ objections, and shall resubmit the same to the ManagingMembers for the Managing Members’ approval within fifteen (15) days thereafter,and any of the Managing Members may deliver further Objection Notices (if any)within fifteen (15) days thereafter (in which event, the re-submission andreview process described above in this sentence shall continue until the AnnualBudget, proposed Business Plan or update in question is accepted and consentedto by the Managing Members or deemed to be so accepted and consented to withSection 3.2(d)(4) or (5)).  As to anyportion of an Annual Budget that is the subject of an Objection Notice, theAnnual Budget for the immediately preceding Budget Year shall be deemed tocontrol (adjusted upwards by four percent (4%) per each disputed line-item)pending resolution of the disputed items in accordance with Section 3.2(d)(4)or (5) and this Section 5.3(b).

## 5.4                                 Accounting Expenses.  All out-of-pocket expenses payable toPersons, including the Property Manager pursuant to the Property ManagementAgreement, the Asset Manager pursuant to the Asset Management Agreement or GHGPin connection with the keeping of the books and records of the Company and thepreparation of audited or unaudited financial statements and federal, state andlocal tax and information returns required to implement the provisions of thisAgreement or required by any governmental authority with jurisdiction over theCompany shall be borne by the Company as an ordinary expense of its business tothe extent set forth in an Approved Budget.

## 5.5                                 Bank Account.  To the extent that the Company does notrequest the Asset Manager to do so, GHGP shall, as soon as reasonablypracticable, establish and maintain segregated bank accounts in the Company’sname and for the Company’s business, which accounts shall, to the extentreasonably practicable, be interest-bearing. The signature of an authorized representative of Whitehall Street shallbe required for any withdrawal or check, other than payments made in accordancewith an Approved Budget, in excess of $25,000 (or upon notice to GHGP, suchgreater amount as either Whitehall Street or

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## Whitehall Employee Fund may from time to time determine).  Withdrawals or checks not in excess of$25,000 (or upon notice to GHGP, such greater amounts as Whitehall Street orWhitehall Employee Fund may from time to time determine) and withdrawals orchecks made in accordance with an Approved Budget may be made by an authorizedrepresentative of GHGP to the extent that GHGP is permitted hereunder to incurthe expense or other liability paid or discharged with the proceeds of suchwithdrawal or check without the prior consent or approval of Whitehall Streetor Whitehall Employee Fund.  Any accountthat GHGP establishes must at all times have at least one officer of WhitehallStreet or Whitehall Employee Fund acting as an authorized signatory for theaccount and shall allow for such authorized signatory to withdraw money fromthe Accounts without the consent of GHGP. GHGP will not open any other bankaccounts to hold or receive funds belonging to the Company or any Subsidiary.

## 5.6                                 COGNOS Database.  GHGP understands that the Whitehall Grouphave developed a database for monitoring investments called “COGNOS” and herebyagrees to cooperate with the Whitehall Group in providing the data required forsuch database.

## 5.7                                 ReportableTransactions.  Each Member agrees tonotify the Company in writing if (a) it intends to treat any of thetransactions described in or contemplated by this Agreement as a “reportabletransaction” within the meaning of Treasury Regulations Section 1.6011-4 or (b)it is classified as an individual or corporation for U.S. federal income taxpurposes.

# ARTICLE 6

# CAPITAL CONTRIBUTIONS, LOANS AND LIABILITIES

## 6.1                                 Initial CapitalContributions and Initial Capital Accounts of the Members.

#### (a)                                  As of the Effective Date, the Members have fundedCapital Contributions in the amounts set forth in Schedule 6.1 hereto.  The Members recognize that, at the EffectiveDate MLPC is deemed to have contributed $7,500,000 as a Capital Contribution;of that amount, $4,090,909 has been contributed by MLPC in lieu of laterAdditional Capital Contributions pursuant to Mandatory Capital Calls, ascontemplated by the last sentence of Section 6.2.  The MLPC Advance Capital Amount shall be investedby the Company as directed by MLPC in its discretion from time to time.

#### (b)                                 As of the Effective Date, the Members shall have theinitial Percentage Interests as set forth below:

| Member                  | ** ** | **Percentage Interest** | ** ** |
|-------------------------|------------|------------------------------|------------|
| Whitehall Street        |       | 40.4234                      | %          |
| Whitehall Employee Fund |       | 10.6480                      | %          |
| GKH                     |       | 27.5000                      | %          |
| GHGP                    |       | 0.0000                       | %          |
| MLPC                    |       | 21.4286                      | %          |
| Total                   |       | 100.0000                     | %          |

 

## 6.2                                 Capital Calls.  Any Managing Member may, at any time ortimes, require all Capital Members, and all Capital Members hereby agree, tomake additional cash capital contributions (“Additional CapitalContributions”) in an amount up to the Mandatory Capital Call Threshold(for the avoidance of doubt any funds necessary in excess of the MandatoryCapital Call Threshold may be the

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## subject of a Discretionary Capital Call pursuant the immediatelyfollowing sentence) to the Company that (i) any Managing Member determines isnecessary to fund the costs and expenses of the Capital Improvement Programincluding costs with respect thereto that are in excess of the CapitalImprovement Budget, (ii) any Managing Member determines is necessary toreimburse Whitehall Group for any amounts paid by the Whitehall Group or itsAffiliates pursuant to any Loan Guaranty, including the Improvement Letter ofCredit Reimbursement Agreement and/or (iii) any Managing Member determines isnecessary to fund any Necessary Expenditure (Capital Calls pursuant to clauses(i), (ii) and (iii) referred to herein as “Mandatory Capital Calls”). Inaddition, any Managing Member may, with the approval of all of the otherMembers, at any time or times, require all Capital Members, and all CapitalMembers hereby agree, to make Additional Capital Contributions to the Companyin excess of the Mandatory Capital Call Threshold that (A) such Managing Memberdetermines are necessary to fund the costs and expenses of the CapitalImprovement Program including costs with respect thereto that are in excess ofthe Capital Improvement Budget, (B) any Managing Member determines is necessaryto reimburse Whitehall Group for any amounts paid by the Whitehall Group or itsAffiliates pursuant to any Loan Guaranty, including the Improvement Letter ofCredit Reimbursement Agreement and/or (C) such Managing Member determines isnecessary to fund any Necessary Expenditure, and (D) such Managing Memberdetermines is otherwise necessary to fund expenses or liabilities of theCompany (Capital Calls pursuant to clauses (A) through (D) are referred toherein as “Discretionary Capital Calls”).  Any Capital Call (i) shall be made by writtennotice sent to all of the Capital Members, such written notice shall be anyManaging Member acting alone (in the case of a Mandatory Capital Call), or byall of the Managing Members acting together (in the case of DiscretionaryCapital Call), (ii) shall provide not less than thirty (30) days’ advancenotice before the Additional Capital Contributions requested thereby are dueand payable, and (iii) shall be apportioned *pro rata*among the Capital Members in accordance with eachCapital Member’s Percentage Interest. Notwithstanding the foregoing, MLPC shall not be subject to a MandatoryCapital Call until such time as a total of $27,500,000 has been contributed bythe other Members ($35,000,000 less MLPC’s capital contribution of $7,500,000).

#### (a)                                  If any Capital Member (or an Affiliate thereof)agrees to provide a Loan Guaranty, any reimbursement the Company shall disburseto such Capital Member shall include interest at a rate of fifteen percent(15%) per annum from the date such amounts are funded.

#### (b)                                 If one or more of the Managing Members makes aCapital Call in accordance with Section 6.2(a), and any Capital Member fails tomake the capital contributions required to be made pursuant to such CapitalCall, then (i) such Managing Member may elect to rescind such CapitalCall by delivering notice of the election within sixty (60) days after suchCapital Call was made (in which event any amounts funded by the Capital Memberswill be refunded to them and will not be deemed to be Capital Contributions)and (ii) failing such election by Whitehall Street or Whitehall Employee Fundwithin such sixty day (60) period, each of the other Capital Members may electeither to fund all or some of the Failed Contribution and to proceed in themanner described in Section 6.3 or not to fund any portion of the FailedContribution.  If none of the CapitalMembers elect to fund any portion of the Failed Contribution pursuant toSection 6.3, then the entire amounts funded by such other Capital Members shallbe treated as a Capital Contribution and the Non-Contributing Member will bedeemed to have a Failed Contribution equal to the total amount of CapitalContributions funded by such other Capital Members pursuant to such CapitalCall multiplied by the Percentage Interest of such Non-Contributing Memberimmediately prior to such Capital Call, the other Capital Members will betreated as having funded such Failed Contribution proportionately (based ontheir relative Percentage Interests), and the consequences described in Section6.3 below shall apply. Alternatively, if the other Capital Members so electunanimously, they may treat (i) the entire amount funded by such other CapitalMembers with respect to such Capital Call as a loan (a “Company Loan”)by such other Capital Members to the Company, which Company Loan shall (i) besenior in priority of payment to any amounts otherwise distributable to theCapital Members hereunder and (ii) bear interest at the Default Rate.  Any payments made by the

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#### Company on such Company Loan shall be appliedfirst to interest and then to principal and shall not be deemed distributionsfrom the Company to the Contributing Member nor affect the Capital Accounts ofthe Capital Members.  A ContributingMember may, at any time prior to full repayment of such Company Loan, elect, inits discretion, to terminate such Company Loan and have (x) the entireoutstanding principal and accrued and unpaid interest (as of the date of suchtermination) be treated as a Capital Contribution made by such ContributingMember on the date of such termination, (y) the Non-Contributing Member’sPercentage Interest diluted as set forth in Section 6.4, with the portion ofthe outstanding principal and accrued and unpaid interest (as of the date ofsuch termination) attributable to the amount funded by the Contributing Memberon behalf of the Non-Contributing Member in connection with such Capital Calldeemed to be and treated as the amount of the Funded Portion and (z) theCapital Accounts of the Contributing Member and the Non-Contributing Memberadjusted accordingly.  At any time, theCompany may tender full payment of a Company Loan to a Contributing Member andsuch Contributing Member may either accept such payment or elect to proceedpursuant to the immediately preceding sentence.

#### (c)                                  If at any time afterthe Effective Date the Members enter into any agreement concerningcontributions to the capital of the Company, MLPC Parent will execute suchagreement along with MLPC in order to evidence its agreement to take suchactions as are necessary to cause MLPC to comply with the terms of suchagreement.

#### (d)                                 To the extent MLPCchooses to make any Additional Capital Contribution pursuant to a DiscretionaryCapital Call, MLPC may, in its discretion direct the Company to apply any MLPCPreferred Return due but not yet paid by the Company under Section 8.1 (“UnpaidPreferred Return Amount”) as such Additional Capital Contribution.  If the Unpaid Preferred Return Amount is lessthan the amount of Additional Capital Contribution to be made by MLPC, and MLPCelects to contribute money to make up such shortfall, then MLPC shall pay thebalance of such Additional Capital Contribution that it elects to contribute asand when required by this Section 6.2. If the Unpaid Preferred Return Amount is greater than the amount ofAdditional Capital Contribution to be made by MLPC, then that portion of theUnpaid Preferred Return Amount which equals the Additional Capital Contributionamount shall be applied by the Company as such Additional Capital Contributionand the excess of the Unpaid Preferred Return Amount over the AdditionalCapital Contribution amount shall be distributed as provided in Section 8.1.  Nothing in this Section 6.2(e) is intended tomodify any other provision of this Agreement relating to a failure of MLPC tofund an Additional Capital Contribution pursuant to a Discretionary CapitalCall.

#### (e)                                  To the extent anyMember, or its Affiliate, makes a payment pursuant to a guaranty entered intobetween such Member, or its Affiliate, and any Lender, for breaches of anenvironmental indemnity in favor of such Lender (“Environmental GuarantyPayment”), an amount equal to the Environmental Guaranty Payment shall betreated as a Capital Contribution hereunder and such Member’s Capital Accountshall be credited accordingly; provided, however, that if such Member, or itsAffiliate, is reimbursed by the other Members pursuant to a contributionagreement, or other obligation to reimburse such Member, or its Affiliate (“ReimbursedMember”), the Reimbursed Member’s Capital Account shall only be increasedfor the amount of the Environmental Guaranty Payment that is not reimbursed,and such reimbursing Members’ Capital Accounts shall be adjusted to the extentsuch Member has reimbursed the Reimbursed Member.

## 6.3                                 Failure to FundCapital Contributions.  If anyCapital Member shall fail to make a capital contribution required pursuant to aCapital Call in the amount and within the time periods specified therein (suchCapital Member herein referred to as a “Non-Contributing Member”),the Managing Members shall give notice of such failure to all other CapitalMembers and the amount of the capital contribution not funded by the Non-ContributingMember (such amount is herein referred to as the

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## “Failed Contribution”) and, within two (2) Business Days afterreceiving notice of such failure, any Capital Member or Capital Members that isor are not in default with respect to the Failed Contribution or anycontribution required to be made in connection with such Capital Call may fundall or part of such Failed Contribution (each such funding Capital Member ishereinafter referred to as a “Contributing Member”).  If more than one Capital Member desires to bea Contributing Member, each such Capital Member shall have the right to fund aportion of such Failed Contribution *pro rata*in proportion to the relative Percentage Interests of such ContributingMembers. At any time after funding all or part of a Failed Contribution, theContributing Members may elect to treat the entire amount as one of thefollowing (and if there is more than one Contributing Member, each suchContributing Member may separately make its own election);

#### (a)                                  A Contributing Member may at any time (even afterfirst electing to proceed under paragraph (b) or paragraph (c) below) elect totreat the portion (the “Funded Portion”) of the Failed Contributionfunded by such Contributing Member as a Capital Contribution by suchContributing Member with the dilution of the Non-Contributing Member providedfor in Section 6.4 below.

#### (b)                                 A Contributing Member may elect to treat the FundedPortion as a loan (a “Member Loan”) by such Contributing Member to theNon-Contributing Member, which Member Loan shall be treated as (i) a demandloan made by the Contributing Member to the Non-Contributing Member (bearinginterest at the Default Rate) followed by (ii) a capital contribution by suchNon-Contributing Member to the Company. Any such Member Loan (to the extent of unpaid principal and interest)shall be recourse only to the Non-Contributing Member’s Interest and shall berepaid directly by the Company on behalf of the Non-Contributing Member (A)from any amounts that would otherwise be distributable to the Non-ContributingMember pursuant to Section 8.1 or Section 10.3 hereof and (B) the proceeds ofany sale of the Non Contributing Member’s Interest made pursuant to the termshereof, prior to such Non-Contributing Member receiving any distributions fromthe Company or any such proceeds.  AnyAvailable Cash Flow, Available Capital Event Proceeds or proceeds ofliquidation used to repay such Member Loan shall be applied first to interestand then to principal and shall not be deemed distributions from the Company tothe Contributing Member nor affect the Capital Account of the ContributingMember. A Contributing Member may, at any time prior to full repayment of suchMember Loan, elect, in its discretion, to terminate such Member Loan and have(x) the entire outstanding principal and accrued and unpaid interest (as of thedate of such termination) be treated as a Capital Contribution made by suchContributing Member on the date of such termination, (y) the Non-ContributingMember’s Percentage Interest diluted as set forth in Section 6.4, with theentire outstanding principal and accrued and unpaid interest (as of the date ofsuch termination) deemed to be and treated as the amount of the Funded Portionand (z) the Capital Accounts of the Contributing and Non-Contributing Membersadjusted accordingly.  At any time, aNon-Contributing Member may tender full payment of a Member Loan to aContributing Member and such Contributing Member may either accept such paymentor elect to proceed pursuant to the immediately preceding sentence.  Each Member Loan shall be evidenced by apromissory note.

#### (c)                                  A Contributing Member may elect to treat the entireamount funded by such Capital Member with respect to the Capital Call relatingto the Failed Contribution (*i.e.*,both the Funded Portion and the amounts attributable to the Contributing Member’spro rata share of such Capital Call) as a Company Loan by such ContributingMember to the Company, which Company Loan shall (i) be senior in priority ofpayment to any amounts otherwise distributable to the Members hereunder and(ii) bear interest at the Default Rate. Any payments made by the Company on such Company Loan shall be appliedfirst to interest and then to principal and shall not be deemed distributionsfrom the Company to the Contributing Member nor affect the Capital Accounts ofthe Capital Member.  A ContributingMember may, at any time prior to full repayment of such Company Loan, elect, inits discretion, to terminate such Company Loan and have (x) the entire outstandingprincipal and accrued and unpaid interest (as of the date of such termination)be treated as a Capital Contribution made by such

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#### Contributing Member on the date of suchtermination, (y) the Non-Contributing Member’s Percentage Interest diluted asset forth in Section 6.4, with the portion of the outstanding principal andaccrued and unpaid interest (as of the date of such termination) attributableto the amount funded by the Contributing Member on behalf of theNon-Contributing Member in connection with such Capital Call deemed to be andtreated as the amount of the Funded Portion and (z) the Capital Accounts of theContributing and Non-Contributing Member’s adjusted accordingly.  At any time, the Company may tender fullpayment of a Company Loan to a Contributing Member and such Contributing Membermay either accept such payment or elect to proceed pursuant to the immediatelypreceding sentence.

## 6.4                                 Dilution forFailure to Fund Capital Calls.  Ifone or more Contributing Members elects to treat the Funded Portion funded bysuch Contributing Member as a Capital Contribution, the Percentage Interest ofeach such Contributing Member shall automatically be increased effective on thedate of such election by a percentage equal to the *quotient*(roundedup to the nearest one hundredth of one percent) obtained when (x) *the product of*the Applicable Dilution Factor *multiplied by*the Funded Portion funded by such ContributingMember *is divided by*(y) the excess, if any, of(i) the sum of all Members’ Capital Contributions as of such date (includingthe Funded Portions) over (ii) the amount of all distributions (not in excessof the Capital Contributions funded as of such date) made pursuant to Section8.1(b) or Section 8.1(c), (it being agreed and understood that the numberspecified in this clause (y) shall not be less than zero (0)).  The Percentage Interest of theNon-Contributing Member shall automatically be decreased effective on the dateof such election by the aggregate amount of the increase in the PercentageInterests of all Contributing Members as a result of the failure of theNon-Contributing Member to fund the applicable Additional CapitalContribution.  After determining theadjusted Percentage Interests, each Member shall be deemed, as of any date, solelyfor purposes of further calculations and adjustments of each Member’sPercentage Interest, to have made a Capital Contribution equal to such Member’sadjusted Percentage Interest multiplied by the total Capital Contributions madeby all Members as of such date (such deemed contribution being referred to asthe “Adjusted Contribution”).  TheCapital Account of each Member shall be adjusted accordingly and any subsequentadjustments to Percentage Interests pursuant to this Section 6.4 shall takeinto account such previous adjustments.  Schedule6.4 attached hereto illustrates the manner in which the parties intend thedilution formula set forth in this Section 6.4 to be calculated.

## 6.5                                 Capital of theCompany.  No Member shall be entitledto withdraw or receive any interest or (except as otherwise expressly providedherein) other return on, or return of, all or any part of its CapitalContribution, or to receive any Company property (other than cash) in returnfor its Capital Contribution.

## 6.6                                 Limited Liabilityof Members.  Except as provided inthe Act, no Member shall be bound by, nor be personally liable for, theexpenses, liabilities, indebtedness or obligations of the Company solely byreason of being a Member.  Except asprovided in the Act, the liability of each Member shall be limited solely tothe amount of its Capital Contribution; *provided*, *however*, that after a Member has received a distributionfrom the Company, such Member may be liable to the Company for the amount ofthe distribution, but only to the extent required hereby or by the Act.  Except as otherwise expressly provided by theAct, the debts, obligations and liabilities of the Company, whether arising incontract, tort or otherwise, shall be the debts, obligations and liabilitiessolely of the Company, and no Member shall be obligated personally for any suchdebt, obligation or liability of the company solely by reason of being a Memberof the Company.

## 6.7                                 Dilution of MLPC.  Notwithstanding anything to the contraryherein, if MLPC’s Percentage Interest would otherwise be diluted or reduced inaccordance with Section 6.4 below ten percent (10%) as a result of MLPC’sfailure to fund an Additional Capital Contribution or a Mandatory Capital Call,then the Contributing Members in such instance may elect to treat the FundedPortion

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## funded by such Contributing Members as a Capital Contribution only tothe extent that such treatment does not result in MLPC’s Percentage Interestbeing diluted or reduced below ten percent (10%) pursuant to Section 6.4.  The amount of such Funded Portion not treatedas a Capital Contribution shall be treated by each of the Contributing Membersas a Member Loan, with the terms set forth in Section 6.3(b) and with theaddition that each of the Member Loans shall also be repaid directly by theCompany on behalf of MLPC as the Non-Contributing Member from any amounts thatwould otherwise be payable to MLPC (it being agreed that no such repaymentshall be made prior to, and any such payment shall be subordinate to, (i) paymentof the $2,500,000 “[*] Payment” due under Section 3 of the MLPC Lease TractPurchase Agreement, (ii) payment of the $6,000,000 “Minimum Return” due underSection 2(a) of the [*] Sale and Purchase Agreement to be entered into pursuantto the [*] Agreement, and (iii) payment of the $2,000,000 “[*] Payment” dueunder Section 2(a) of the “[*] Sale and Purchase Agreement to be entered intopursuant to the “[*] Agreement).

# ARTICLE 7

# CAPITAL ACCOUNTS, PROFITS AND LOSSES AND ALLOCATIONS

## 7.1                                 Capital Accounts.

#### (a)                                  The Company shall maintain a Capital Account for eachMember in accordance with federal income tax accounting principles.  Each Member’s Capital Account as of theEffective Date will be equal to the initial Capital Contribution made by suchMember pursuant to Section 6.1.

#### (b)                                 The Capital Account of each Member shall be increasedby (i) the amount of any cash and the agreed Book Value of any property (net ofliabilities encumbering such property) as of the date of contribution of anyproperty subsequently contributed as a Capital Contribution to the capital ofthe Company by such Member, (ii) the amount of any Profits allocated to suchMember and (iii) such Member’s *pro rata*share(determined in the same manner as such Member’s share of Profits pursuant to Section7.2) of income of the Company that is exempt from tax.  The Capital Account of each Member shall bedecreased by (i) the amount of any Losses allocated to such Member, (ii) theamount of distributions to such Member and (iii) such Member’s *pro rata*share (determined in the samemanner as such Member’s share of Losses pursuant to Section 7.2) of any otherexpenditures of the Company that are not deductible in computing CompanyProfits or Losses and which are not chargeable to capital account.  In all respects, the Members’ CapitalAccounts shall be determined in accordance with the detailed capital accountingrules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv) and shall beadjusted upon the occurrence of certain events as provided in TreasuryRegulations Section 1.704-1(b)(2)(iv)(f).

#### (c)                                  A transferee of all (or a portion) of an Interestshall succeed to the Capital Account (or portion of the Capital Account)attributable to the transferred Interest.

## 7.2                                 Profits and Losses.

#### (a)                                  The profits and losses of the Company (“Profits”and “Losses”) shall be the net income or net loss (including capitalgains and losses), respectively, of the Company determined for each Fiscal Yearin accordance with the accounting method followed for federal income taxpurposes except that in computing Profits and Losses, all depreciation and costrecovery deductions shall be deemed equal to Depreciation and gains or lossesshall be determined by reference to Book Value rather than tax basis.

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#### (b)                                 Whenever a proportionate part of the Profits orLosses is allocated to a Member, every item of income, gain, loss, deduction orcredit entering into the computation of such Profits or Losses or arising fromthe transactions with respect to which such Profits or Losses were realizedshall be credited or charged, as the case may be, to such Member in the sameproportion; *provided*, *however*, that “recapture income,” if any,shall be allocated to the Members who were allocated the correspondingdepreciation deductions.

#### (c)                                  If any Member transfers all or any part of itsInterest during any Fiscal Year, or obtains its Interest during a Fiscal Year,or its Interest is increased or decreased, Profits and Losses attributable tosuch Interest for such Fiscal Year shall be apportioned between the transferorand transferee or computed as to such Members, as the case may be, ratably on adaily basis, provided in all events that any such apportionment shall bepermissible under the Code and applicable regulations thereunder.

#### (d)                                 For all purposes, including federal, state and localincome tax purposes, Profits shall be allocated each year among all the Membersas follows:

###### (i)                                     First, *pro rata*amongall the Members in proportion to the amounts allocated and previously allocatedpursuant to Section 7.2(e)(vi) hereof until the amount allocated andpreviously allocated pursuant to this Section 7.2(d)(i) equals the amountallocated and previously allocated pursuant to Section 7.2(e)(vi) hereof;

###### (ii)                                  Second, among all the Members in proportion to the amountsdistributable and previously distributed pursuant to Section 8.1(b)(i) andSection 8.1(c)(i) hereof other than as a return of capital (including amountsthat would be distributable (x) on a sale or other disposition of all orsubstantially all of the Company Assets, notwithstanding that such proceedswill be distributed pursuant to Article 10 hereof or (y) if the Company hadadequate cash to fulfill its distribution requirements under Section 8.1(b)(i)and Section 8.1 (c)(i) hereof) until the amount allocated and previouslyallocated pursuant to this Section 7.2(d)(ii) (and not reversed by Section7.2(e)(v) hereof) equals such distributed or distributable amounts;

###### (iii)                               [Intentionally Omitted]

###### (iv)                              Fourth, among all the Members in proportion to the amountsdistributable and previously distributed pursuant to Section 8.1(b)(iii) andSection 8.1(c)(ii) hereof (including amounts that would be distributable (x) ona sale or other disposition of all or substantially all of the Company Assets,notwithstanding that such proceeds will be distributed pursuant to Article 10hereof or (y) if the Company had adequate cash to fulfill its distributionrequirements under Section 8.1(b)(iii) and Section 8.1(c)(ii) hereof) until theamount allocated and previously allocated pursuant to this Section 7.2(d)(iv)(and not reversed by Section 7.2(e)(iii) hereof) equals such distributed ordistributable amounts;

###### (v)                                 Fifth, among all the Members in proportion to theamounts distributable and previously distributed pursuant to Section 8.1(b)(iv)and Section 8.1(c)(iii) hereof (including amounts that would be distributable(x) on a sale or other disposition of all or substantially all of the CompanyAssets, notwithstanding that such proceeds will be distributed pursuant toArticle 10 hereof or (y) if the Company had adequate cash to fulfill itsdistribution requirements under Section 8.1(b)(iv) and Section 8.1(c)(iii)hereof).

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#### (e)                                  For all purposes, including federal, state and localincome tax purposes, Losses shall be allocated each year among all the Membersas follows:

###### (i)                                     First, *pro rata*amongall the Members in proportion to the amounts allocated and previously allocatedpursuant to Section 7.2(d)(vi) hereof until the amount allocated and previouslyallocated pursuant to this Section 7.2(e)(i) equals the amounts allocated andpreviously allocated pursuant to Section 7.2(d)(vi) hereof;

###### (ii)                                  Second, *pro rata*amongall the Members in proportion to the amounts allocated and previously allocatedpursuant to Section 7.2(d)(v) hereof until the amount allocated and previouslyallocated pursuant to this Section 7.2(e)(ii) equals the amounts allocated andpreviously allocated pursuant to Section 7.2(d)(v) hereof;

###### (iii)                               Third, *pro rata*amongall the Members in proportion to the amounts allocated and previously allocatedpursuant to Section 7.2(d)(iv) hereof until the amount allocated and previouslyallocated pursuant to this Section 7.2(e)(iii) equals the amounts allocated andpreviously allocated pursuant to Section 7.2(d)(iv) hereof;

###### (iv)                              Third, *pro rata*amongall the Members in proportion to the amounts allocated and previously allocatedpursuant to Section 7.2(d)(iii) hereof until the amount allocated andpreviously allocated pursuant to this Section 7.2(e)(iv) equals the amountsallocated and previously allocated pursuant to Section 7.2(d)(iii) hereof;

###### (v)                                 Fourth, *pro rata*amongall the Members in proportion to the amounts allocated and previously allocatedpursuant to Section 7.2(d)(ii) hereof until the amount allocated and previouslyallocated pursuant to this Section 7.2(e)(v) equals the amounts allocated andpreviously allocated pursuant to Section 7.2(d)(ii) hereof; and

###### (vi)                              Thereafter, *prorata*among all the Members in proportion to their PercentageInterests.

#### (f)                                    Notwithstanding Sections 7.2(d) and (e) hereof:

###### (i)                                     For federal income tax purposes but not for purposesof crediting or charging Capital Accounts, depreciation or gain or lossrealized by the Company with respect to any property that was contributed tothe Company or that was held by the Company at a time when the Book Value ofthe Company Assets was adjusted pursuant to the third sentence of Section7.1(b) shall, in accordance with Section 704(c) of the Code and TreasuryRegulation Sections 1.704-1(b)(2)(iv)(d) and (f) and 1.704-3(a)(9), beallocated among the Members in a manner which takes into account thedifferences between the adjusted basis for federal income tax purposes to theCompany of its interest in such property and the fair market value of suchinterest at the time of its contribution or revaluation.

###### (ii)                                  If there is a net decrease in the Minimum Gain of theCompany during a taxable year (including any Minimum Gain attributable toMember-Funded Debt), each Member at the end of such year shall be allocated,prior to any other allocations required under this Article 7, items of grossincome for such year (and, if necessary, for subsequent years) in the amountand proportions described in Treasury Regulation Sections 1.704-2(g) and1.704-2(i)(4).

###### (iii)                               Notwithstanding the allocations provided for inSections 7.2(d) and (e), no allocation of an item of loss or deduction shall bemade to a Member to the extent such allocation would cause or increase adeficit balance in such Member’s Capital Account as of the end of the taxableyear to which such allocation relates. If any Member receives an adjustment, allocation or distribution thatcauses or increases such a deficit balance, taking into account the

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###### rules of Treasury Regulation Sections 1.704-1(b) (2)(ii)(d)(4), (5) and(6), such Member shall be allocated (after taking into account any allocationsmade pursuant to Section 7.2(f)(ii)) items of income and gain in an amount andmanner to eliminate the Member’s Capital Account deficit attributable to suchadjustment, allocation or distribution as quickly as possible.  For purposes of this Section 7.2(f)(iii),there shall be excluded from a Member’s deficit Capital Account balance at theend of a taxable year of the Company (a) such Member’s share, determined inaccordance with Section 704(b) of the Code and Treasury Regulation Section1.704-2(g) of Minimum Gain (*provided*that in the case of Minimum Gain attributable to Member-Funded Debt, suchMinimum Gain shall be allocated to the Member or Members to whom such debt is attributablepursuant to Treasury Regulation Section 1.704-2(i)) and (b) the amount, if any,that such Member is obligated to restore to the Company under TreasuryRegulation Section 1.704-1(b)(2)(ii)(c).

###### (iv)                              Notwithstanding the allocations provided for insubsection (i) of this Section 7.2(f) and Sections 7.2(d) and (e), if there isa net increase in Minimum Gain of the Company during a taxable year of theCompany that is attributable to Member-Funded Debt then first Depreciation, tothe extent the increase in such Minimum Gain is allocable to depreciableproperty, and then a proportionate part of other deductions and expendituresdescribed in Section 705(a)(2)(B) of the Code, shall be allocated to thelending or guaranteeing Member (and to joint lenders or guarantors inproportion to their relative obligations), *provided*that the total amount of deductions so allocated for any year shall not exceedthe increase in Minimum Gain attributable to such Member-Funded Debt in suchyear.

###### (v)                                 Any special allocation under Sections 7.2(f)(ii)through (iv) shall be taken into account in computing subsequent allocations ofProfits and Losses of any item thereof pursuant to this Article 7 so that thenet amount of any items so allocated and the Profits, Losses and all itemsthereof allocated to each Member pursuant to this Article 7 shall, to theextent permissible under Sections 704(b) and 514(c)(9) of the Code and theTreasury Regulations promulgated thereunder, be equal to the net amount thatwould have been allocated to each Member pursuant to this Article 7 if suchspecial allocation had not occurred.

###### (vi)                              Inthe event MLPC receives a distribution pursuant to Section 8.1(a)(vi), incomeand gain shall be specifically allocated to MLPC in the minimum amount requiredto cause the cumulative amounts of items of income and gain allocated to MLPCsince the date of this Agreement pursuant to this Section 7.2(f)(vi) to equalthe cumulative amount of the distribution to MLPC pursuant to Section8.1(a)(vi).

###### (vii)                           The Members intend that the allocations provided forin this Article 7 should cause the Capital Account of each Member immediatelyprior to the liquidation of the Company (after making allocations under thisArticle 7 for the year of the liquidation) to be equal to the liquidatingdistributions to be received by such Member pursuant to Section 10.3(3) hereof.If any Member’s Capital Account at such time differs from the liquidatingdistributions to be received by such Member pursuant to Section 10.3(3) hereof,then notwithstanding the allocation provisions of this Article 7 but subject tothe limitations in this Section 7.2(f), the Company shall specially allocateProfits and Losses (including, if necessary, gross items of income anddeduction) to the Members in the year of its liquidation as is necessary tocause the Capital Account of each Member to be equal (or, if not possible, asclose to equal as possible) to the liquidating distributions to be received bysuch Member pursuant to Section 10.3(3) hereof.

#### (g)                                 No Member shall be responsible to restore or repay tothe Company or any other Member any deficit in such Member’s Capital Accountexisting at any time.

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# ARTICLE 8

# APPLICATIONS AND DISTRIBUTIONS OF AVAILABLE CASH

## 8.1                                 Applicationsand Distributions.

#### (a)                                  Distributions of Available Cash Flow and AvailableCapital Event Proceeds shall be made to the Members by Whitehall Street onbehalf of the Company in accordance with Section 8.1(b) and Section 8.1(c)within sixty (60) days after the end of each quarter of each Fiscal Year,subject to the terms of any indebtedness of the Company to the contrary.  Excluding the payments set forth in Sections8.1(b)(i) and 8.1(c)(i) which such payments shall have priority over the itemslisted in Sections 8.1(a)(i), (ii), (iii), (iv), (v) and (vi) (“PriorityCash Flow Payments”), no distributions of Available Cash Flow or AvailableCapital Event Proceeds will be made to any Member until all of the followinghave occurred:

###### (i)                                     first,accrued and unpaid interest on the Property Debt has been paid in full;

###### (ii)                                  second,when the amounts described in clause (i) above are paid in full, (i) any andall outstanding principal on the Property Debt that is due and payable has beenpaid in full or (ii), if a Capital Event has occurred, the outstanding principalbalance of the Property Debt has been paid in full to the extent required bythe terms of the Property Debt;

###### (iii)                               third,when the amounts described in clause (ii) above are paid in full, all otherexpenses of the Company that are due and payable (whether capital or operating)have been paid in full;

###### (iv)                              fourth,when the amounts described in clause (iii) above are paid in full, any amountsrequired by the Management Agreement or any loan agreement to be deposited in aFF&E reserve have been funded;

###### (v)                                 fifth,when the amounts described in clause (iv) above are paid in full all CompanyLoans and all interest accrued thereon have been repaid in full; and

###### (vi)                              sixth,when the amounts described in clause (v) above are paid in full, an amountequal to the MLPC Capital Preferred Return shall be paid to MLPC quarterly,beginning on the first Quarterly Payment Date after the Effective Date.

##### In the case of clause (v), if there shall be more than one Company Loanoutstanding, the Company shall pay the Capital Member with Company Loansoutstanding *pro rata* inproportion to the relative principal amounts of Company Loans (includingaccrued and unpaid interest) that each such Member has outstanding as apercentage of total outstanding Company Loans made by all Members (first theCompany shall pay any accrued interest (at the Default Rate) and then shall paythe principal amount thereof, until all such Members have received the fullamount of principal and accrued interest on such Company Loans).

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#### (b)                                 All Available Capital Event Proceeds shall bedistributed in the following order of priority (and the calculations describedin the following clauses shall be made as of the date of each distribution, ona cumulative basis) after payment of the amounts specified in clauses (i)through (v) of Section 8.1(a):

###### (i)                                     First, subject to Section 6.2(d), to satisfy any andall accrued “[*] Minimum Return.

###### (ii)                                  Second, subject to Section 6.2(d), to satisfy any andall accrued MLPC Preferred Returns.

###### (iii)                               Third, to the Capital Members, *pro rata*in accordance with their relativePercentage Interests, until each such Capital Member shall have received,taking into account the amount and timing of all prior distributions under thisSection 8.1(b)(i) and Section 8.1(c)(i), a cumulative annual preferred returnof twelve percent (12%) per annum on such unreturned Capital Member’s CapitalContributions (but not a return of such Capital Contributions).

###### (iv)                              Fourth, to the Capital Members *pro rata* in proportion to their relativePercentage Interests, then in effect, until each such Capital Member shall havereceived  the return of one-hundredpercent (100%) of its Capital Contributions).

###### (v)                                 Fifth, (a) *provided*that an Event of Default has not occurred, sixty percent (60%) of the remainingAvailable Capital Event Proceeds to GHGP and (b) the remainder to the CapitalMembers *pro rata* in accordancewith their relative Percentage Interests until GHGP has received distributionsmade pursuant to Section 8.1(b) and 8.1(c) equal to 20% of all distributionsmade to all Members pursuant to Section 8.1(b)(i), (iii), (iv) and Section8.1(c).

###### (vi)                              Sixth, (a) *provided*that an Event of Default has not occurred, twenty percent (20%) of theremaining Available Capital Event Proceeds to GHGP and (b) the remainder to allCapital Members *pro rata* inaccordance with their relative Percentage Interests.

To the extent MLPChas elected pursuant to Section 6.2 to make an Additional Capital Contributionpursuant to a Discretionary Capital Call and on or prior to the date suchAdditional Capital Contribution is required to be paid to the Company there isany accrued but unpaid distribution under clause (i) or (ii) of this Section8.1(b), such unpaid distribution amount shall be fully credited towardsatisfaction of MLPC’s Additional Capital Contribution (up to the full amountof Additional Capital Contribution due but not previously paid by MLPC).

#### (c)                                  All Available Cash Flow shall be distributed in thefollowing priority after payment of the amounts specified in clauses (i)through (v) of Section 8.1(a):

###### (i)                                     First, subject to Section 6.2(d), to satisfy any andall accrued “[*] Minimum Return.

###### (ii)                                  Second, subject to Section 6.2(d), to satisfy any andall accrued MLPC Preferred Returns.

###### (iii)                               Third, to the Capital Members, *pro rata*in accordance with their relativePercentage Interests, until each such Capital Member shall have received,taking into account the amount and timing of all prior distributions under thisSection 8.1(c)(i) and Section 8.1(b)(i), a cumulative preferred return oftwelve percent (12%) on such unreturned Capital Member’s Capital Contributions(but not a return of such Capital Contributions).

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###### (iv)                              Fourth, (a) *provided*that an Event of Default has not occurred, sixty percent (60%) of the remainingAvailable Cash Flow to GHGP and (b) the remainder to the Capital Members *pro rata* in accordance with their relativePercentage Interests until GHGP has received distributions made pursuant toSection 8.1(b) and 8.1(c) equal to 20% of all distributions made to all Memberspursuant to Section 8.1(b)(i), (iii), (iv) and Section 8.1(c).

###### (v)                                 Fifth, (a) *provided*that an Event of Default has not occurred, twenty percent (20%) of theremaining Available Cash Flow to GHGP and (b) the remainder to all CapitalMembers *pro rata* in accordancewith their relative Percentage Interests.

To the extent MLPChas elected pursuant to Section 6.2 to make an Additional Capital Contributionpursuant to a Discretionary Capital Call and on or prior to the date suchAdditional Capital Contribution is required to be paid to the Company there isany accrued but unpaid distribution under clause (i) or (ii) of this Section8.1(c), such unpaid distribution amount shall be fully credited towardsatisfaction of MLPC’s Additional Capital Contribution (up to the full amountof Additional Capital Contribution due but not previously paid by MLPC).

#### (d)                                 Notwithstanding the terms of Section 8.1(b) orSection 8.1(c) and subject to Section 4.8, if an Event of Default shall haveoccurred and is continuing, then, at the election of a Whitehall Street orWhitehall Employee Fund, the amount of Gengate Actual Promote that wouldotherwise be distributable to the Defaulting Member shall not be distributed tosuch Defaulting Member but shall be distributed instead to the Members inproportion to their Percentage Interests, and appropriate adjustments shall bemade in the allocations to be made pursuant to Article 7; *provided*, *however*,that both Whitehall Street and Whitehall Employee Fund shall have the right, intheir discretion, to provide for the payment to one or more successor managersor consultants of the Company all or a portion of Company Assets (regardlesswhether such manager or consultant is a Member and regardless whether suchmanager or consultant is an Affiliate of a member of the Whitehall Group) orall or a portion of the amounts that would otherwise be distributed to theGengate Member as its allocable portion of the Gengate Actual Promote had itnot been subject to an Event of Default and to the extent permissible underSection 704(b) of the Code and the Treasury Regulations promulgated thereunder,appropriate adjustments shall be made in the allocations to be made pursuant toArticle 7.

#### 8.2                                 Restorationof Excess Distributions.

#### (a)                                  If any Gengate Actual Promote payments havepreviously been made and, subsequently, the cumulative Internal Rate of Returnfor the Capital Members has been reduced as a result of a Capital Contributionbeing made pursuant to Section 6.2 or otherwise, then the parties heretoshall make appropriate adjustments to the amounts previously distributed orpaid to them (and GHGP shall return all or a portion of the Gengate ActualPromote payments to the Company) to the extent necessary so that the balance ofthe Gengate Actual Promote payments retained by GHGP (after giving effect tosuch adjustments) does not exceed the amount GHGP should have received pursuantto Section 8.1(b)(v)(a) and (vi)(a) and 8.1(c)(iv)(a) and (v)(a)if such additional contributions had been taken into account at the time of theprevious calculations(s) of the amounts payable to GHGP pursuant to suchSections.  For the avoidance of doubt,the clawback in this Section 8.2(a) is intended to limit GHGP to a totalamount of Gengate Actual Promote Payments equal to what GHGP would have beenentitled to on a “look back” basis taking into account the amount and timing ofeach contribution and distribution.

#### (b)                                 Notwithstanding anything to the contrary set forthherein, if any Gengate Actual Promote payments have previously been made andupon the (i) the direct or indirect sale of the Property, (ii) the sale of theWhitehall Group’s entire Interest in the Company or GKH’s entire  Interest in the Company or (iii) the sale orliquidation of the Company or the Company Assets, the Whitehall Group has notreceived a cumulative Internal Rate of Return of at least  twelve percent (12%),  GHGP shall return all or a portion of theGengate Actual Promote payments to the Whitehall Group to the extent necessaryto

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#### provide the Whitehall Group with a cumulative Internal Rate of Returnof twelve percent (12%) taking into account (x) the timing and amount of allCapital Contributions made by, and all the distributions of Available Cash Flowand Available Capital Event Proceeds received, by the Members and (y) theGengate Actual Promote payments previously received by GHGP and not yetreturned to GHGP pursuant to this Section 8.2.

#### (c)                                  If distribution adjustments are made pursuant to thisSection 8.2, then, to the extent permissible under Sections 704(b) and514(c)(9) of the Code and the Treasury Regulations promulgated thereunder,appropriate adjustments shall be made in the allocations to be made pursuant toArticle 7.  Gengate Guarantor hasexecuted this agreement for the purpose of guaranteeing the full payment andperformance of any Gengate Member under this Section 8.2.

## 8.3                                 Repayment of MemberLoans.  If any Member shall be aborrower under one or more Member Loans (a “Debtor Member”), then anydistributions that would otherwise be payable to such Debtor Member pursuant toSection 8.1 or Section 10.3 shall instead be paid to the CapitalMember or Capital Members that made such Member Loans (each, a “LenderMember”) first to pay any accrued interest at the Default Rate and then topay the principal amount thereof, until such Member Loans (including anyaccrued and unpaid interest) shall be repaid in full.  In the event there are two or more LenderMembers with respect to any Debtor Member, distributions under this Section8.3 or Section 10.3 shall be made *pro rata*toeach Lender Member in proportion to the relative principal amount of MemberLoans (including accrued and unpaid interest) that such Lender Member hasoutstanding as a percentage of total outstanding Member Loans made to such DebtorMember by all Lender Members.  Anyamounts distributed pursuant to this Section 8.3 shall for all otherpurposes of this Agreement be treated as if distributed to the Debtor Member.

## 8.4                                 Liquidation.  Subject to Article 10 hereof, in theevent of the sale or other disposition of all or substantially all of theCompany Assets, the Company shall be dissolved and the proceeds of such sale orother disposition shall be distributed in liquidation as provided in Section10.3(b), except that to the extent that the Company receives a purchasemoney note or notes in exchange for all or a portion of such assets, theCompany shall continue in existence until such purchase money notes or noteshave been paid in full.

## 8.5                                 Limitations onDistributions.  Notwithstanding anyprovision to the contrary contained in this Agreement, the Company shall not berequired to make a distribution to a Member on account of its interest in theCompany if such distribution would violate Section 18-607 of the Act orany other applicable law.

## 8.6                                 Withholding Taxes.  The Company shall be entitled to (i) withholdany taxes that are required to be withheld from distributions made by theCompany to any Member and (ii) pay any taxes that it is required to pay withrespect to a Member’s allocable share of the taxable income realized by theCompany (including, but not limited to, any estimated taxes that the Company isobligated to pay with respect to a Member’s share of the estimated or actualincome of the Company).  All amountswithheld or paid by the Company pursuant to the preceding sentence (the “DeemedDistribution”) shall, for purposes of this Agreement, be deemed to havebeen distributed to the Member in respect of which the tax was withheld orpaid.  If, in any Fiscal Year, the DeemedDistributions and actual distributions made by the Company to a Member in suchFiscal Year exceeds the amount that the Company is required to distribute tosuch Member under Section 8.1 hereof in such Fiscal Year, then suchMember shall be required to contribute such excess to the Company within 30days of the close of the Fiscal Year and the allocations to be made underArticle 7 hereof for such Fiscal Year shall be made as if such excess amounthad not been distributed to such Member.

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## 8.7                                 Reimbursement.  Notwithstanding the foregoing, if (i) any Capital Membershall from time to time make a payment or incur any cost or expense pursuant toor on account of any Loan Guaranty and (ii) a Capital Member makes a CapitalCall pursuant to Section 6.2 regarding such guaranty, then uponreceiving the corresponding capital contribution, the Company shall reimbursethe Member or Members for any amounts that are funded pursuant to or as aresult of such guaranty.

# ARTICLE 9

# TRANSFER OF COMPANY INTERESTS

## 9.1                                 Transfers of Interestsby Members.

#### (a)                                  Each Member in the Whitehall Group shall have theright to sell, convey or transfer (i) all or any portion of its Interest toGKH, GHGP or Permitted Gengate Transferees or to MLPC, (ii) all or any portionof its Interest to any Affiliate of any Member in the Whitehall Group withoutrestriction, except as set forth in Sections 9.2, 9.4 and 9.5 (at the time ofsuch Transfer, the term “Whitehall Group” shall include each such assignee) and(iii) all but not a portion of its Interest to any Person other than thoselisted in clause (i) and clause (ii) above subject, in the case of clause (iii)only, to the right of GKH to reasonably approve the identity of theassignee.  At all times except if a transferpursuant to clause (i) or (iii) of the immediately preceding sentence hasoccurred, Whitehall Street, Whitehall Employee Fund or Persons controlled byWhitehall Street or Whitehall Employee Fund (or any successor to all or asubstantial portion of the business conducted by Whitehall Street or WhitehallEmployee Fund as of the Effective Date) shall, after such Transfer, at alltimes have control over the business and affairs of the Whitehall Group.

#### (b)                                 The direct or indirect owners of the Gengate Membersshall have only the right to Transfer direct or indirect ownership interests ina Gengate Member only to Permitted Gengate Transferees.

#### (c)                                  MLPC shall only have the right to Transfer ownershipinterests in the Company to a Permitted MLPC Transferee.

#### (d)                                 Except as provided in Sections 3.2(d)(3), 3.6(h),4.9(a), 9.1(a), 9.1(b), 9.1(c), 9.6, and 9.7, no Member shall engage in orpermit a Transfer without the prior consent of all other Members and in strictcompliance with the provisions of this Article 9.  Any purported Transfer in violation of thisArticle 9 shall, to the fullest extent permitted by law, be void and shall notbind the Company, and the Member making such purported Transfer shall, to thefullest extent permitted by law, indemnify and hold the Company and the otherMembers harmless from and against any federal, state or local income taxes, ortransfer taxes, including transfer gains taxes, arising as a result of, orcaused directly or indirectly by, such purported Transfer.

#### (e)                                  The giving of any consent to a Transfer in any one ormore instances shall not limit or waive the need for such consent in any otheror subsequent instance.

#### (f)                                    In the event that any party elects to Transfer itsInterest in the Company, such party shall bear 100% of the transfer taxespayable in connection with such sale.

## 9.2                                 Assignment Bindingon Company.  No Transfer of all orany part of the Interest of a Member permitted to be made under this Agreementshall be binding upon the Company unless and until a duplicate original of suchinstrument of Transfer, duly executed and acknowledged by the assignor ortransferor, has been delivered to the Company, and such instrument evidences(i) the written acceptance

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## by the Transferee of all of the terms and provisions of this Agreement,(ii) the Transferee’s representation that such Transfer was made in accordancewith all applicable laws and regulations and (iii) the consent to the Transferof the Interest required pursuant to Section 9.1(c), if any.  In addition, a Person to whom a Transfer maybe made pursuant to this Article 9, other than pursuant to Section 9.1(a), mayalso be required, in the reasonable discretion of a Managing Member, and as acondition precedent to its becoming a Transferee to make certainrepresentations, warranties and covenants to evidence compliance with U.S.federal and state securities laws including, but not limited to,representations as to its net worth, sophistication and investment intent.

## 9.3                                 Substituted Members.

#### (a)                                  Members who Transfer all of their Interests pursuantto an assignment or assignments permitted under this Agreement shall cease tobe Members of the Company except that unless and until a Substituted Member isadmitted in its stead, the assigning Member shall not cease to be a Member ofthe Company under the Act and shall retain the rights and powers of a Memberunder the Act and hereunder, *provided*thatsuch assigning Member may, prior to the admission of a Substituted Member,assign its economic interest in its Interest, to the extent otherwise permittedunder Article 9.  Any Person who is anassignee of any portion of the Interest of a Member and who has satisfied therequirements of Article 9 shall become a Substituted Member only when (i) GHGP(or, if GHGP has been divested of its Administrative Rights pursuant to Section4.9(b), a designee of the Whitehall Group) has entered such assignee as aMember on the books and records of the Company, which GHGP is hereby directedto do upon satisfaction of such requirements, and (ii) such assignee shall havepaid all reasonable legal fees and filing costs in connection with thesubstitution as a Member.  For theavoidance of doubt, if a Permitted Gengate Transferee at any time ceases to bea Permitted Gengate Transferee for any reason and had been previously admittedto the Company as a Substituted Member, such transferee shall automatically andimmediately cease to be a Member and, instead, shall be deemed an assignee ofonly the economic interest of the transferor.

#### (b)                                 Any Person who is an assignee of all or any portionof the Interest of a Member but who does not become a Substituted Member anddesires to make a further assignment of any such Interest, shall be subject toall the provisions of this Article 9 to the same extent and in the same manneras any Member desiring to make an assignment of its Interest.

## 9.4                                 Acceptance of PriorActs.  Any person who becomes aMember, by becoming a Member, accepts, ratifies and agrees to be bound by allactions duly taken pursuant to the terms and provisions of this Agreement bythe Company prior to the date it became a Member and, without limiting thegenerality of the foregoing, specifically ratifies and approves all agreementsand other instruments as may have been executed and delivered on behalf of theCompany prior to said date and which are in force and effect on said date.

## 9.5                                 AdditionalLimitations.  Notwithstandinganything contained in this Agreement, no Transfer shall be made, and any Membershall have the right to prohibit and may refuse to accept any Transfer, unless(i) registration is not required under the Securities Act of 1933, as amended,in respect of such Transfer; (ii) such Transfer does not violate any applicablefederal or state securities, real estate syndication, or comparable laws; (iii)such Transfer will not be subject to, or such Transfer, when aggregated withprior Transfers in accordance with applicable law will not result in theimposition of, any state, city or local transfer taxes, including, withoutlimitation, any transfer gains taxes, unless such assignor pays such taxes; and(iv) such Transfer will not cause the Company to be treated as a “publicly-tradedpartnership” within the meaning of Section 7704 of the Code.  Whitehall Street or Whitehall Employee Fundmay elect prior to any Transfer to require a reasonable opinion of counsel withrespect to any of the foregoing matters.

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## 9.6                                 Bring-Along Rights.  In the event that Whitehall Group and/or itspermitted transferees (the “Proposing Members”) propose to Transfertheir Interests to any Persons, other than an Affiliate of a member of theWhitehall Group or a Person described in Section 9.1(a)(i), the ProposingMembers may upon not less than fifteen (15) Business Days’ prior notice requirea Gengate Member and/or Permitted Gengate Transferees and MLPC to Transfertheir Interests at the price and upon the terms and conditions of such proposedTransfer.  Each Member shall use its bestefforts to cooperate with any Transfer pursuant to this Section and shall takeall necessary and desirable actions in connection with the consummation of theTransfer as are reasonably requested by the Proposing Members, including theprovision of representations, warranties or indemnifications; *provided* that no Member shall be requiredto incur any out-of-pocket expenses in connection with such Transfer that arenot reimbursed to such Member; and *providedfurther* that no such Member shall be required to providerepresentations, warranties or indemnifications in connection with any suchTransfer that would result in an aggregate liability in excess of such Member’sproceeds from such Transfer. The aggregate proceeds received from the Transferof interests pursuant to this Section 9.6 shall be allocated and distributed tothe selling Members in accordance with the distribution allocation provisionsof Article 8.

## 9.7                                 Tag-Along Rights.  If the Proposing Member does not exercise itsBring-Along Rights pursuant to Section 9.6, it shall nonetheless give eachother Member and each Permitted Gengate Transferee not less than fifteen (15)Business Days’ prior notice of its proposed Transfer (including the price andother material terms thereof) and shall not Transfer its Interests to anyPerson, other than such Proposing Member’s Affiliates, the Whitehall Group orthe Whitehall Group’s Affiliates or a Person described in Section 9.1(a)(i),unless each other Member is given the opportunity, to be exercised in a writingto the Proposing Member within fifteen (15) Business Days after receipt of theProposing Member’s notice, to Transfer its Interests at the price and upon thesame terms and conditions of such proposed Transfer.  The aggregate proceeds received from theTransfer of the Member’s Interests pursuant to this Section 9.7 shall beallocated among and distributed to the selling Members in accordance with thedistribution allocation provisions of Article 8.

# ARTICLE 10

# DISSOLUTION; WINDING UP AND DISTRIBUTION OF ASSETS

## 10.1                           Dissolution.

#### (a)                                  The Company shall be dissolved and its affairs shallbe wound up only upon the first to occur of the following (a “DissolutionEvent”):

##### (1)                                  theentry of a decree of judicial dissolution under Section 18-802 of the Act;

##### (2)                                  thetermination of the legal existence of the last remaining Member or theoccurrence of any other event which terminates the continued membership of thelast remaining Member in the Company unless the business of the Company iscontinued in a manner permitted by this Agreement or the Act. Upon theoccurrence of any event that causes the last remaining Member to cease to be aMember of the Company, to the fullest extent permitted by law, the personalrepresentative of such member is hereby authorized and directed to, and shall,within ninety (90) days after the occurrence of the event that terminated thecontinued membership of such Member in the Company, agree in writing (i) tocontinue the Company and (ii) to the admission of the personal representativeor its nominee or designee, as the case may be, as a Substitute Member of theCompany, effective as of the occurrence of the event that terminated thecontinued membership of the last remaining Member in the Company;

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##### (3)                                  thesale or other disposition of all of the Company Assets and receipt of the finalpayment of any installment obligation received as a result of any such sale ordisposition;

##### (4)                                  adissolution of the Company pursuant to Section 8.3; or

##### (5)                                  thewritten direction of the Managing Members.

##### (6)                                  NoMember shall have the right to (i) withdraw or resign as a Member of theCompany, (ii) redeem, or otherwise require redemption of, its Interest or anypart thereof or (iii) to the fullest extent permitted by law, dissolve itselfvoluntarily.

#### (b)                                 Notwithstanding any other provision of this Agreement,the Bankruptcy of any of the Members shall not cause said Member to cease to bea Member of the Company and upon the occurrence of such an event, the businessof the Company shall continue without dissolution.  To the fullest extent permitted by law, theCompany shall not be dissolved or terminated solely by reason of theBankruptcy, removal, withdrawal, dissolution or admission of any Member.

## 10.2                           Winding Up.

#### (a)                                  In the event of the dissolution of the Companypursuant to Section 10.1, any of Whitehall Street or Whitehall Employee Fundmay wind up the Company’s affairs.

#### (b)                                 Upon dissolution of the Company and until the filingof a certificate of cancellation as provided in the Act, the Managing Membersor a liquidating trustee, as the case may be, may, in the name of, and for andon behalf of, the Company, prosecute and defend suits, whether civil, criminalor administrative, gradually settle and close the Company’s business, disposeof and convey the Company’s property, discharge or make reasonable provisionfor the Company’s liabilities, and distribute to the Members in accordance withSection 10.3 any remaining assets of the Company, all without affecting theliability of Members, including the Member participating in the winding up ofthe Company’s affairs, and without imposing liability on any liquidatingtrustee.

#### (c)                                  Upon the completion of winding up of the Company, theManaging Members or a liquidating trustee, as the case may be, shall file acertificate of cancellation of the Certificate in the Office of the DelawareSecretary of State as provided in the Act. The existence of the Company as a separate legal entity shall continueuntil cancellation of the Certificate as provided in the Act.

## 10.3                           Distribution of Assets.  Upon the winding up of the Company, theassets shall be distributed as follows:

##### (1)                                  tothe satisfaction of debts and liabilities of the Company owed to creditors(whether by payment or the making of reasonable provision for payment thereof),in order of priority as provided by law, other than debts and liabilities owedto Members, including to the payment of expenses of the liquidation and to thesetting up of any reserves that the Managing Members or the liquidatingtrustee, as the case may be, shall determine are reasonably necessary for anycontingent, conditional or unmatured liabilities or obligations of the Company;

##### (2)                                  tothe satisfaction of debts and liabilities of the Company owed to Members; and

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##### (3)                                  tothe Capital Members in accordance with their respective Capital Accountbalances after allocation of Profits and Losses for the period endingimmediately prior to such distribution.

Notwithstandingthe foregoing, and subject to Section 18-804 of the Act, distributions to aMember pursuant to this Section 10.3(3) shall only be made after payment infull of any Member Loans owed to the Lender Members out of such distributionsand such payments shall be deemed a distribution to the Debtor Members followedby the payment provided for in this sentence.

## 10.4                           Deemed Contribution andDistribution.  In the event theCompany is liquidated within the meaning of Treasury Regulations section1.704-1(b)(2)(ii)(g) but no dissolution of the Company pursuant to Section 10.1hereof has occurred, the assets of the Company shall not be liquidated, theCompany’s liabilities shall not be paid or discharged, and the Company’saffairs shall not be wound up. Instead, solely for United States federal incometax purposes, the Company shall be deemed to have contributed all of its assetsand liabilities to a new partnership in exchange for an interest in such newpartnership and, immediately thereafter, the Company will be deemed toliquidate by distributing interests in the new partnership to the Members.

# ARTICLE 11

# AMENDMENTS

## 11.1                           Amendments.  This Agreement, other than Articles 6 and 7and Sections 8.1, 8.2, 9.1, and 11.1 may be amended from time to time by theunanimous consent of the Managing Members, provided, however, that anyamendment to Articles 6 and 7 and Sections 8.1, 8.2, 9.1 and 11.1 shall not,without the consent of each Member, reduce the amounts distributable to anyMember (in a manner that is not *pro rata*withrespect to all Members), increase the obligations or liabilities of any Memberhereunder, or otherwise materially impair the rights of any Member under thisAgreement.  No amendment, modification,supplement, discharge or waiver hereof or hereunder shall require the consentof any Person not a party to this Agreement. Except as otherwise provided in this Section 11.1, this Agreement maynot be amended or supplemented , and no provisions hereof may be modified orwaived, except by an instrument in writing signed by each of the Members.  Notwithstanding the foregoing, no consent ofany Member other than the Managing Members shall be required for an amendmentor restatements entered into to reflect any Transfer made pursuant to Section9.1(a).

## 11.2                           Additional Members.  If this Agreement shall be amended as aresult of adding or substituting a Member, the amendment to this Agreement shallbe signed (i) by the Whitehall Group, (ii) unless and until there is an Eventof Default, by GKH other than in connection with a Transfer made pursuant to Section9.1(a), (iii) unless and until there is an MLPC Event of Default, by MLPCother than in connection with a Transfer made pursuant to Section 9.1(a), (iv)by the Person to be added or substituted and (v) by the assigning Member, ifany.  In making any amendments, GHGPshall prepare and file for recordation such documents and certificates as shallbe required to be prepared and filed.

# ARTICLE 12

# MISCELLANEOUS

## 12.1                           Further Assurances.  Each party to this Agreement agrees toexecute, acknowledge, deliver, file and record such further certificates,amendments, instruments and documents, and to do all such other acts andthings, as may be required by law or as, in the reasonable judgment of theManager Members, may be necessary or advisable to carry out the intent andpurpose of this Agreement.

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## 12.2                           Notices.  Unless otherwise specified in this Agreement,all notices, demands, elections, requests or other communications that anyparty to this Agreement may desire or be required to give hereunder shall be inwriting and shall be given by depositing the same in the United States mail,first-class postage prepaid, certified mail, return receipt requested, or by arecognized overnight courier service providing confirmation of delivery, or byfacsimile transmission (with confirmation of receipt) to the addresses setforth in Sections 2.6 and 2.7, as applicable, or at such otheraddress as may be designated by the addressee thereof (which in the case of theCompany, shall be designated by the Managing Members) upon written notice toall of the Members.  All notices given pursuantto this Section 12.2 shall be deemed to have been given on the date ofdelivery as established by the return receipt, courier service conformation (orthe date on which the return receipt, or courier service confirms thatacceptance of delivery was refused by the addressee), or facsimile confirmationreceived by the sender.  Copies of allnotices shall also be delivered to the following:

If a notice is delivered to any of the Managing Members,then a copy shall also be delivered to:

Sullivan & Cromwell LLP125 Broad StreetNew York, New York  10004Attention:  Anthony J. Colletta, Esq.Facsimile:  (212) 558-3588

Maui Land & Pineapple Company, Inc.120 Kane StreetKahului, Hawaii  96733-6687Attention:  Mr. Robert Webber

If a notice is delivered to a Gengate Member, then acopy shall also be delivered to:

GardereWynne Sewell LLP3000 Thanksgiving TowerDallas, Texas  75201Attention:  Clifford J. RismanFacsimile:  214-999-3287

## 12.3                           Headings and Captions.  All headings and captions contained in thisAgreement and the table of contents hereto are inserted for convenience onlyand shall not be deemed a part of this Agreement.

## 12.4                           Variance of Pronouns.  All pronouns and all variations thereof shallbe deemed to refer to the masculine, feminine or neuter, singular or plural, asthe identity of the person or entity may require.

## 12.5                           Counterparts.  This Agreement may be executed in two or morecounterparts, each of which shall constitute an original and all of which, whentaken together, shall constitute one Agreement. Furthermore, this Agreement may be executed by telecopier or otherfacsimile signature and any such signature shall be deemed an original for allpurposes.

## 12.6                           Governing Law.  **THIS AGREEMENT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.**

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## 12.7                           Consent to Jurisdiction.  To the fullest extent permitted by law, eachparty hereto hereby irrevocably consents and agrees, for the benefit of eachparty, that any legal action, suit or proceeding against it with respect to itsobligations, liabilities or any other matter under or arising out of or inconnection with this Agreement and with respect to the enforcement,modification, vacation or correction of an award rendered in an arbitrationproceeding may be brought in any state or federal court located in the Boroughof Manhattan, The City of New York (a “New York Court”), and herebyirrevocably accepts and submits to the non-exclusive jurisdiction of each suchNew York Court, with respect to any such action, suit or proceeding.  Each party hereto also hereby irrevocablyconsents and agrees, for the benefit of each other party, that any legalaction, suit or proceeding against it may also be brought in any state orfederal court located in the State of Delaware (a “Delaware Court”), andhereby irrevocably accepts and submits to the non-exclusive jurisdiction ofeach such Delaware Court with respect to any such action, suit orproceeding.  To the fullest extentpermitted by law, each party hereto waives any objection which it may now orhereafter have to the laying of venue of any of the aforesaid actions, suits orproceedings brought in any such New York Court or Delaware Court and herebyfurther waives and agrees not to plead or claim in any such New York Court orDelaware Court that any such action, suit or proceeding brought therein hasbeen brought in an inconvenient forum; *provided*, thatnothing in this Section 12.7 shall be construed to waive any objectionthat any legal proceedings should be stayed or dismissed in favor ofarbitration as provided by Section 12.8. Each party agrees that (i) to the fullest extent permitted by law,service of process may be effectuated hereinafter by mailing a copy of thesummons and complaint or other pleading by certified mail, return receiptrequested, at its address set forth above and (ii) all notices that arerequired to be given hereunder may be given by the attorneys for the respectiveparties.

## 12.8                           Arbitration.

#### (a)                                  Arbitration shall bethe exclusive method for resolution of any claims or disputes arising inconnection with this Agreement, and the determination of the arbitrators shallbe final and binding (except to the extent there exist grounds for vacating anaward under applicable arbitration statutes and/or decisional precedents) onthe Members.  The parties agree thatjudgment on the determination and award of such arbitrators may be entered inany court having jurisdiction.  Eachparty shall bear its own costs in any arbitration.

#### (b)                                 The number of arbitrators shall be three, each ofwhom shall be disinterested in the dispute or controversy and shall beimpartial with respect to all parties hereto. If the claim or dispute arising in connection with this Agreement isbetween two parties only, each disputing party shall appoint one arbitratorwithin ten (10) business days of notice from a party that arbitration isrequested and the third arbitrator shall be appointed by the two initialarbitrators within ten (10) business days of appointment of the two initialarbitrators.  If the claim or disputearising in connection with this Agreement is between more than two parties, theAmerican Arbitration Association shall appoint the three arbitrators within ten(10) business days of notice from a party that arbitration is requested.  For purposes of this Section 12.8(b),in determining whether a claim or dispute is a “two-party” or a “more thantwo-party” dispute, all of the members of the Whitehall Group shallcollectively be deemed to be one party.

#### (c)                                  The place of arbitration shall be the Borough ofManhattan, The City of New York.  Thearbitration shall be conducted in the English language.  To the extent that an issue is not expressly addressedin this Agreement, the arbitrators shall resolve such dispute or controversy inaccordance with good commercial practice. The arbitrators shall decide such dispute in accordance with the law ofthe State of New York.  The arbitratorsshall decide such dispute within forty-five (45) days of selection of the thirdarbitrator.  They shall apply thecommercial arbitration rules of the American Arbitration Association.

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## 12.9                           Partition.  The Members hereby agree that no Member norany successor-in-interest to any Member shall have the right to have theproperty of the Company partitioned, or to file a complaint or institute anyproceeding at law or in equity to have the property of the Company partitioned,and each Member, on behalf of itself, its successors, representatives, heirsand assigns, hereby waives any such right.

## 12.10                     Invalidity.  Every provision of this Agreement is intendedto be severable.  The invalidity andunenforceability of any particular provision of this Agreement in anyjurisdiction shall not affect the other provisions hereof, and this Agreementshall be construed in all respects as if such invalid or unenforceableprovision were omitted.

## 12.11                     Successors and Assigns.  This Agreement shall be binding upon theparties hereto and their respective successors, executors, administrators,legal representatives, heirs, legal assigns and assigns permitted hereunder andshall inure to the benefit of the parties hereto and, except as otherwiseprovided herein, their respective successors, executors, administrators, legalrepresentatives, heirs, legal assigns and assigns permitted hereunder.  No Person other than the parties hereto andtheir respective successors, executors, administrators, legal representatives,heirs, legal assigns and permitted assigns shall have any rights or claimsunder this Agreement.

## 12.12                     Entire Agreement.  This Agreement, together with all Schedulesand Exhibits attached hereto (which are incorporated herein by this reference),supersedes all prior agreements among the parties with respect to the subjectmatter hereof and contains the entire Agreement among the parties with respectto such subject matter.

## 12.13                     Waivers.  No waiver of any provision hereof by anyparty hereto shall be deemed a waiver by any other party nor shall any suchwaiver by any party be deemed a continuing waiver of any matter by such party.

## 12.14                     Maintenanceas a Separate Entity.  The Companyshall maintain books and records and bank accounts separate from those of itsAffiliates; shall at all times hold itself out to the public as a legal entityseparate and distinct from any of its Affiliates (including in its operatingactivities, in entering into any contract, in preparing its financialstatements, and on its stationery and any signs it posts), and shall cause itsAffiliates to do the same and to conduct business with it on an arm’s-lengthbasis; shall not commingle its assets with assets of any of its Affiliates;shall not guarantee any obligation of any of its Affiliates; and shall keepminutes of all meetings of the Members. Failure of the Company, or any Member on behalf of the Company, tocomply with any of the foregoing covenants shall not affect the status of theCompany as a separate legal entity or the limited liability of a Member.

## 12.15                     Confidentiality.

#### (a)                                  The Members agree notto disclose or permit the disclosure of any of the terms of this Agreement orof any other confidential, non-public or proprietary information relating tothe Property or the business of the Company (collectively, “ConfidentialInformation”), *provided*thatsuch disclosure may be made (i) to any Person who is a partner, officer,director or employee of such Member or counsel to or accountants of such Membersolely for their use and on a need-to-know basis, *provided*that such Persons are notified of the Members’confidentiality obligations hereunder, (ii) with the prior consent of theManaging Members, (iii) subject to the next paragraph, pursuant to a subpoenaor order issued by a court, arbitrator or governmental body, agency orofficial, or (iv) to any lender providing financing to the Company.

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#### (b)                                 In the event that a Member shall receive a request todisclose any Confidential Information under a subpoena or order, such Membershall (i) promptly notify the Whitehall Group and GKH thereof, (ii) consultwith and notify the Whitehall Group and GKH on the advisability of taking stepsto resist or narrow such request and (iii) if disclosure is required or deemedadvisable, cooperate with notify the Whitehall Group and GKH in any attempt itmay make to obtain an order or other assurance that confidential treatment willbe accorded the Confidential Information that is disclosed.

#### (c)                                  No Member shall issue or publish any press release,tombstone or other public communication about the formation or existence of theCompany without the express written consent of the Managing Members. Notwithstanding the foregoing, GHGP and GKH shall have the right toissue ordinary course public communications from time to time in connectionwith the marketing or promotion of the Property, *provided*that the names of the members of the WhitehallGroup, The Goldman Sachs Group, Inc., Goldman, Sachs & Co., Goldman Sachsor any derivation of any of the foregoing shall not appear in any such publiccommunication.

#### (d)                                 The provisions of this Section 12.15 werenegotiated in good faith by the parties hereto, and the parties hereto agreethat such provisions are reasonable and are not more restrictive than necessaryto protect the legitimate interests of the parties hereto.  It is the intention of the parties heretothat if any restriction or covenant contained herein is held to be for a lengthof time that is not permitted by applicable law,  or is any way construed to be too broad or toany extent invalid, such provision shall not be construed to be null, void andof no effect, but to the extent such provision would be valid or enforceableunder applicable law, a court of competent jurisdiction shall, to the fullestextent permitted by law, construe and interpret or reform such provision toprovide for a restriction or covenant having the maximum time period and otherprovisions (not greater than those contained herein) as shall be valid andenforceable under applicable law.

#### (e)                                  Each of the parties to the proposed transactionsdescribed herein (and each employee, representative or other agent thereof) maydisclose to any and all persons, without limitation of any kind, the taxtreatment and tax structure of the transactions described herein and allmaterials of any kind (including opinions or other tax analyses) that areprovided to such party relating to such tax treatment and tax structure.  However, any information relating to the taxtreatment or tax structure shall remain subject to the confidentialityprovisions hereof (and the foregoing sentence shall not apply) to the extentreasonably necessary to enable the parties, their respective affiliates, andtheir respective affiliates’ directors and employees to comply with applicablesecurities laws.  For this purpose, “taxstructure” means any facts relevant to the federal income tax treatment of theproposed transaction but does not include the identity of the parties or theirrespective affiliates

## 12.16                     No ThirdParty Beneficiaries.  Other than asset forth in Section 4.4(b), this Agreement is not intended and shall not beconstrued as granting any rights, benefits or privileges to any Person not aparty to this Agreement.  Withoutlimiting the generality of the foregoing, no creditor of the Company or of anyMember shall have any right whatsoever to require any Member to contributecapital to the Company.

## 12.17                     Power ofAttorney.

#### (a)                                  Each of theundersigned does hereby irrevocably constitute and appoint each of WhitehallStreet and Whitehall Employee Fund and, for so long as it retainsAdministrative Rights, GHGP, with full power of substitution, as its true andlawful attorney, in its name, place and stead, to execute, acknowledge, swearto, deliver, record and file, as appropriate and in accordance with thisAgreement (i) all amendments to the original Certificate required or permittedby law or the provisions of this Agreement, (ii) all certificates and otherinstruments requiring execution by the Members or any of

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#### them and deemed necessary or advisable by Whitehall Street andWhitehall Employee Fund or GHGP to qualify or continue the Company as a Companywherein the members have limited liability in the jurisdictions where theCompany may be conducting its operations, (iii) all instruments requiringexecution by the Members or any of them and that Whitehall Street and WhitehallEmployee Fund or GHGP deems appropriate to reflect a change or modification ofthis Agreement or the Company in accordance with this Agreement, including,without limitation, the substitution of assignees as Substituted Memberspursuant to Section 9.3 (*provided*,*however*, that, any suchmodification is otherwise in accordance with this Agreement), and (iv) allconveyances and other instruments deemed necessary or advisable by the ManagingMembers to effect the dissolution and termination of the Company in accordancewith this Agreement.  In addition, eachof the undersigned does hereby irrevocably constitute and appoint WhitehallStreet and Whitehall Employee Fund with full power of substitution, as its trueand lawful attorney, in its name, place and stead, to execute, acknowledge,swear to, deliver, record and file any document, contract, certificate,agreement, guaranty, indemnity or instrument necessary, in Whitehall Street’sand Whitehall Employee Fund’s judgment, to implement, facilitate or effectuateany Major Decision.  Nothing contained inthis Section 12.17 shall empower GHGP to take any action requiring theconsent of any of the Managing Members hereunder unless such consent is firstobtained.

#### (b)                                 The powers of attorney granted pursuant to this Section12.17 are coupled with an interest and shall be irrevocable and survive andnot be affected by the subsequent death, incapacity, disability, Bankruptcy ordissolution of the grantor; may be exercised by Whitehall Street, WhitehallEmployee Fund or GHGP either by signing separately as attorney-in-fact for eachMember or Whitehall Street, Whitehall Employee Fund or GHGP acting asattorneys-in-fact for all of them; and shall survive the delivery of anassignment by a Member of the whole or any fraction of its Interest, exceptthat, where the whole of such Member’s Interest has been assigned or diluted inaccordance with this Agreement, the power of attorney of the assignor shallsurvive the delivery of such assignment for the sole purpose of enabling WhitehallStreet, Whitehall Employee Fund or GHGP to execute, acknowledge, swear to,deliver, record and file any instrument necessary or appropriate to effect suchsubstitution.  In the event of anyconflict between this Agreement and any document, instrument, conveyance orcertificate executed or filed by either Whitehall Street, Whitehall EmployeeFund or GHGP pursuant to such power of attorney, this Agreement shall control.

#### (c)                                  Each Member shall execute and deliver to eitherWhitehall Street, Whitehall Employee Fund or GHGP, within five (5) days afterthe receipt of Whitehall Street’s, Whitehall Employee Fund’s or GHGP’s requesttherefor, such further designations, powers of attorney and other instrumentsas Whitehall Street, Whitehall Employee Fund or GHGP deems necessary orappropriate to carry out the provisions of this Agreement.

#### (d)                                 Notwithstanding the foregoing provisions of this Section12.17, in the event that GHGP has been divested of its AdministrativeRights pursuant to Section 4.9(b) or has voluntarily ceased to manage oradminister the day-to-day business of the Company as contemplated by Section3.2 and Section 4.1, then, in either case, the power of attorneygranted to GHGP pursuant to this Section 12.17 shall immediately be revoked andterminated.

#### (e)                                  Each of Whitehall Street, Whitehall Employee Fund andGHGP hereby agrees that prior to exercising any of its rights pursuant to this Section12.17, such Member shall to the extent reasonably practicable provide tothe other Member reasonable notice of such action.

## 12.18                     Constructionof Documents.  The parties heretoacknowledge that they were represented by counsel in connection with thereview, negotiation and drafting of this Agreement and that this Agreementshall not, be subject to the principle of construing their meaning against theparty that drafted same.

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## 12.19                     Standardsof Conduct for the Managing Members. Whenever in this Agreement any of the Managing Members are permitted orrequired to make a decision or take an action: (i) in its “discretion” or under a grant of similar authority orlatitude, such Managing Member shall be entitled to consider only such interestand factors as it desires, including its own interests, and shall have no dutyor obligation to give any consideration to any interest of or factors affectingthe Company or the other Members, or (ii) in its “good faith” or “reasonablediscretion” or under another expressed standard, the Managing Member shall actunder such express standard and shall not be subject to any other or differentstandard imposed by this Agreement or any other agreement contemplated hereinor by relevant provisions of law or in equity or otherwise, *provided*that nothing in this Section 12.19 shall beinterpreted to purport to eliminate the duty of good faith and fair dealinginherent in every contract.

## 12.20                     Partnershipfor Tax Purposes.  The Members herebyagree that the Company shall be treated as a partnership for tax purposes underU.S. federal, state and local income tax laws. In furtherance of the foregoing agreement, neither the Company nor anyof its Members will take any action or position or make any election for U.S.federal, state or local income tax purposes, in a tax return or otherwise,inconsistent with the classification of the Company as a partnership for U.S.federal, state and local income tax purposes, including, for the avoidance ofdoubt, any election under Treasury regulations Section 301.7701-3 to treat theCompany as a corporation for U.S. federal income tax purposes.

## 12.21                     Time ofEssence.  Time is of the essence inthe performance of each and every term of this Agreement.

*[SIGNATURE PAGE FOLLOWS]*

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IN WITNESS WHEREOF, the parties hereto have executed this Amended andRestated Limited Liability Company Agreement as of the day and year first abovewritten.
|   | THE MEMBERS:                                                  |
|--------|---------------------------------------------------------------|
|   |                                                          |   |
|   | WHITEHALL STREET GLOBAL REAL  ESTATE LIMITED PARTNERSHIP 2005 |
|   |                                                          |
|   | By:                                                           | WH Advisors, L.L.C. 2005, its  General Partner |
|   |                                                          |   |
|   |                                                          |   |
|   |                                                          | By: |            /S/  PETER WEIDMAN |   |
|   |                                                          |   | Name: Peter Weidman |
|   |                                                          |   | Title: Vice President |
|   |                                                          |   |
|   |                                                          |   |
|   | WHITEHALL STREET GLOBAL EMPLOYEE  FUND 2005, L.P.             |
|   |                                                          |
|   | By:                                                           | Whitehall Street Employee Funds  2005 GP, L.L.C., |
|   |                                                          | its General Partner |
|   |                                                          |   |
|   |                                                          |   |
|   |                                                          | By: |            /S/  PETER WEIDMAN |   |
|   |                                                          |   | Name: Peter Weidman |
|   |                                                          |   | Title: Vice President |
|   |                                                          |   |
|   |                                                          |   |
|   | GENGATE KAPALUA HOLDINGS, LLC                                 |
|   |                                                          |   |
|   |                                                          |   |
|   | By:                                                           | Gengate Kapalua LP, LLC, its Managing Member |
|   |                                                          |   |   |
|   |                                                          |   |   |
|   |                                                          | By: |  /S/ KARIM ALIBHAI |
|   |                                                          | Name: Karim Alibhai |
|   |                                                          | Title: Manager |
|   |                                                          |   |   |
|   |                                                          |   |
|   | GENGATE KAPALUA HOLDINGS GP, LLC                              |
|   |                                                          |   |
|   |                                                          |   |
|   | By:                                                           | Gengate Kapalua LP, LLC, its Managing Member |
|   |                                                          |   |
|   |                                                          |   |
|   |                                                          | By: |  /S/ KARIM ALIBHAI |
|   |                                                          | Name: Karim Alibhai |
|   |                                                          | Title: Manager |
|        |                                                               |  |  |  |  |  |  |  |  |

 

*[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]*

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|   |   | MLP RCK, LLC                                                                            |
|--------|--------|-----------------------------------------------------------------------------------------|
|   |   |                                                                                    |
|   |   | By: Maui Land & Pineapple  Company, Inc.,                                           |
|   |   |  its Sole Member                                                                   |
|   |   |                                                                                    |
|   |   |
|   | By:    |            /S/  RYAN CHURCHILL   |
|   |   | Name: Ryan Churchill                                                                    |
|   |   | Title: Senior Vice President                                                            |
|   |   |                                                                                    |
|   |   |                                                                                    |
|   | By:    |            /S/  ROBERT I. WEBBER |
|   |   | Name: Robert I. Webber                                                                  |
|   |   | Title: Chirf Financial Officer & Senior Vice  President                             |
|        |        |                                                                                         |  |

 

*[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]*

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|   | For purpose of Section 6.2(c) only:      |
|--------|------------------------------------------|
|   |                                     |
|   | MAUI LAND & PINEAPPLE COMPANY,  INC. |
|   |                                     |
|   |                                     |
|   | By:                                      |   |
|   |                                     | Name: |
|   |                                     | Title: |
|   |                                     |   |
|   |                                     |   |
|   | By:                                      |   |
|   |                                     | Name: |
|   |                                     | Title: |
|   |                                     |   |
|   |                                     |   |
|   | For purpose of Section 8.2 only:         |
|   |                                     |
|   | THE GENGATE GUARANTORS:                  |
|   |                                     |
|   |                                     |
|   | /S/ MAHOOD KHIMJI                        |
|   | MAHMOOD KHIMJI                           |
|   |                                     |
|   |                                     |
|   | /S/ KARIM ALIBHAI                        |
|   | KARIM ALIBHAI                            |

 

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