TO THE MANAGING MEMBERS) AN
ANNUAL BUDGET AND A PROPOSED BUSINESS PLAN FOR EACH BUDGET YEAR (PROVIDED THAT
PROPERTY MANAGER PROVIDES GHGP WITH THE INFORMATION REQUESTED BY GHGP THAT IS
REASONABLY NECESSARY 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 THE
COMPANY OR OTHERWISE RELATING TO OR AFFECTING THE COMPANY) AND (Y) NOTICES OF
DEFAULT ON ANY LOAN OR OTHER INDEBTEDNESS OF THE COMPANY OR ON ANY LIENS AGAINST
THE PROPERTY OR ANY COMPANY ASSET; AND (III) TO THE EXTENT OTHERWISE PERMITTED
UNDER THIS AGREEMENT AND EXCEPT TO THE EXTENT THAT THE PROPERTY MANAGER IS
REQUIRED TO DO THE SAME UNDER ITS RESPECTIVE PROPERTY MANAGEMENT AGREEMENT, TAKE
SUCH STEPS AS MAY BE NECESSARY OR APPROPRIATE TO CAUSE THE COMPANY OR ANY
SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN AGREEMENTS AND OTHER MATERIAL
AGREEMENTS TO WHICH THE COMPANY OR ANY SUBSIDIARY IS A PARTY OR BY WHICH THE
COMPANY OR ANY SUBSIDIARY IS BOUND (AND SHALL TAKE REASONABLY APPROPRIATE STEPS
TO CURE ANY NON-COMPLIANCE TO THE EXTENT PERMITTED UNDER THIS AGREEMENT AND WILL
OTHERWISE PROMPTLY NOTIFY THE MANAGING MEMBERS OF ANY NON-COMPLIANCE); PROVIDED,
THAT GHGP ACKNOWLEDGES THAT IT, AND NOT THE PROPERTY MANAGER, IS PRIMARILY
RESPONSIBLE FOR THE CAPITAL IMPROVEMENT PROGRAM AND ENSURING THAT THE CAPITAL
IMPROVEMENT PROGRAM DOES NOT CONFLICT WITH THE TERMS OF THE LOAN AGREEMENTS AND
OTHER MATERIAL AGREEMENTS.
(B)
IN THE EVENT GHGP SHALL FAIL TO PERFORM OR
COMPLY WITH, OR TO CAUSE THE PERFORMANCE OF OR COMPLIANCE WITH, ANY OBLIGATION
OR DUTY IMPOSED ON IT PURSUANT TO THIS AGREEMENT, THEN, WITHOUT LIMITING ANY
OTHER REMEDY AVAILABLE TO ANY OF MANAGING MEMBERS, ANY OF THE MANAGING MEMBERS
SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) TO PERFORM OR COMPLY WITH, OR
CAUSE THE PERFORMANCE OF OR COMPLIANCE WITH, SUCH OBLIGATION, AT THE COST OR
EXPENSE OF THE COMPANY.
4.2
OTHER ACTIVITIES OF THE MEMBERS.
EACH
MEMBER MAY ENGAGE OR INVEST IN ANY OTHER ACTIVITY OR VENTURE OR POSSESS ANY
INTEREST THEREIN INDEPENDENTLY OR WITH OTHERS.
NONE OF THE MEMBERS, THE
COMPANY, THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON EMPLOYED BY, RELATED TO
OR IN ANY WAY AFFILIATED WITH ANY MEMBER OR THE COMPANY SHALL HAVE ANY DUTY OR
OBLIGATION TO DISCLOSE OR OFFER TO THE COMPANY OR THE MEMBERS, OR OBTAIN FOR THE
BENEFIT OF THE COMPANY OR THE MEMBERS, ANY OTHER ACTIVITY 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 ANY OTHER PERSON HAVING ANY INTEREST IN THE COMPANY SHALL HAVE (A) ANY CLAIM,
RIGHT OR CAUSE OF ACTION AGAINST ANY MEMBER OR ANY OTHER PERSON EMPLOYED BY,
RELATED TO OR IN ANY WAY AFFILIATED WITH, ANY MEMBER BY REASON OF ANY DIRECT OR
INDIRECT INVESTMENT OR OTHER PARTICIPATION, WHETHER ACTIVE OR PASSIVE, IN