APPROPRIATE LINE ITEM
RELATING TO SUCH EXPENDITURES 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 PRIOR NOTICE TO THE MEMBERS, IN CASE OF AN
EMERGENCY, WHICH IN ITS REASONABLE DISCRETION IS NECESSARY IN ORDER TO AVOID
IMMEDIATE LOSS TO THE PROPERTY, OR WITH SUCH SHORTER OR NO PRIOR NOTICE (BUT A
SUBSEQUENT NOTICE AS SOON AS POSSIBLE) TO THE EXTENT THAT ONE (1) DAY PRIOR
NOTICE WOULD JEOPARDIZE THE VIABILITY OF THE PROPERTY OR THE HEALTH, SAFETY OR
WELFARE OF PERSONS LOCATED THEREON; PROVIDED, FURTHER, THAT SUCH EMERGENCY
EXPENSES REFERRED TO IN THE PRECEDING PROVISO SHALL NOT EXCEED $100,000 IN THE
AGGREGATE IN ANY FISCAL YEAR WITHOUT THE APPROVAL AS REQUIRED BY THIS SECTION
3.2(E); OR
(2)
WITH RESPECT TO SECTION 3.2(D)((7) ABOVE,
INCUR ON BEHALF OF THE COMPANY OR CAUSE THE COMPANY TO INCUR UP TO AN ADDITIONAL
$300,000, IN THE AGGREGATE, OF EXPENSES IN EXCESS OF THE CAPITAL IMPROVEMENT
BUDGET WITH RESPECT TO ANY EXPENSES INCURRED OR TO BE INCURRED IN CONNECTION
WITH THE IMPLEMENTATION OF THE CAPITAL IMPROVEMENT PROGRAM.
(F)
PERSONS DEALING WITH THE COMPANY ARE
ENTITLED TO RELY CONCLUSIVELY UPON THE RIGHT, POWER, AUTHORITY AND DIRECTION OF
GHGP AS EXPRESSLY HEREIN SET FORTH.
GHGP MAY CONSULT WITH LEGAL COUNSEL,
ACCOUNTANTS, APPRAISERS, MANAGEMENT CONSULTANTS, INVESTMENT BANKERS AND OTHER
CONSULTANTS AND ADVISERS SELECTED BY IT, AND ANY ACT TAKEN OR OMITTED TO BE
TAKEN IN RELIANCE UPON THE OPINION OF SUCH PERSONS AS TO MATTERS WITHIN SUCH
PERSON'S PROFESSIONAL OR EXPERT COMPETENCE SHALL BE PRESUMED TO HAVE BEEN DONE
OR OMITTED ON GOOD FAITH AND NOT TO CONSTITUTE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
3.3
MANAGEMENT AGREEMENTS.
WHITEHALL STREET AND
WHITEHALL EMPLOYEE FUND SHALL HAVE THE EXCLUSIVE RESPONSIBILITY, POWER AND
AUTHORITY TO DEAL WITH THE
ASSET MANAGER, INDIVIDUALLY OR COLLECTIVELY, ON
BEHALF OF THE COMPANY IN CONNECTION WITH THE ASSET MANAGEMENT AGREEMENT, TO GIVE
ANY CONSENT, APPROVAL OR DIRECTION REQUIRED OF OR PERMITTED BY THE COMPANY AS
"OWNER" THEREUNDER, TO MAKE CALCULATIONS AS TO THE FEES PAYABLE IN ACCORDANCE
WITH THE TERMS OF THE ASSET MANAGEMENT AGREEMENT AND TO EXERCISE ANY TERMINATION
PROVISIONS CONTAINED THEREIN.
IN THE EVENT OF A TERMINATION OF THE ASSET
MANAGEMENT AGREEMENT IN ACCORDANCE WITH ITS TERMS, THE MEMBERS SHALL
COLLECTIVELY APPOINT A SUCCESSOR ASSET MANAGER.
3.4
ACTS OF THE COMPANY AND THE MEMBERS.
(A)
WHENEVER IN THIS AGREEMENT OR ELSEWHERE IT
IS PROVIDED THAT CONSENT IS REQUIRED OF, A DEMAND SHALL BE MADE BY, OR ACTS
SHALL BE PERFORMED BY OR AT THE DIRECTION OF WHITEHALL STREET OR WHITEHALL
EMPLOYEE FUND, ALL SUCH CONSENTS, DEMANDS AND ACTS ARE TO BE MADE, GIVEN OR
PERFORMED UPON THE CONSENT OF ANY OF THE PERSONS LISTED ON SCHEDULE 3.4 ATTACHED
HERETO UNDER THE HEADING "REPRESENTATIVES OF THE WHITEHALL GROUP", EACH OF WHOM
SHALL BE VESTED WITH THE AUTHORITY OF WHITEHALL STREET AND WHITEHALL EMPLOYEE
FUND, UNTIL SUCH TIME, IF ANY, AS MLPC AND EITHER GHGP OR GKH SHALL RECEIVE