AND SHALL
DO ALL OTHER ACTS REQUISITE FOR THE CONSTITUTION OF THE COMPANY AS A LIMITED
LIABILITY COMPANY PURSUANT TO THE LAWS OF THE STATE OF DELAWARE, OR ANY OTHER
APPLICABLE LAW, AS WELL AS THE QUALIFICATION OF THE COMPANY AS A FOREIGN LIMITED
LIABILITY COMPANY UNDER THE LAWS OF, OR THE RIGHT OTHERWISE TO DO BUSINESS IN
ANY STATE IN WHICH THE MEMBERS DETERMINE IT IS NECESSARY OR DESIRABLE TO HAVE
SUCH QUALIFICATION OR RIGHT TO DO BUSINESS.
PURSUANT TO SECTION 18-201(D) OF
THE ACT, THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE EFFECTIVE DATE.
2.5
BUSINESS; SCOPE OF MEMBERS' AUTHORITY.
(A)
THE COMPANY IS ORGANIZED AND FORMED FOR THE
PURPOSE OF, DIRECTLY OR INDIRECTLY, ACQUIRING, OWNING, DEALING WITH, FINANCING,
MAINTAINING, OPERATING, IMPROVING, DEVELOPING, LEASING, MARKETING, REFINANCING
AND 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 DESCRIBED HEREIN, AND HAS AUTHORITY TO (I) ENTER
INTO, PERFORM AND CARRY OUT CONTRACTS OF ANY KIND, (II) INCUR OBLIGATIONS AND
LIABILITIES OF ANY KIND, (III) BORROW MONEY 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
SPECIFICALLY PROVIDED IN THIS AGREEMENT, NO MEMBER SHALL HAVE ANY AUTHORITY TO
BIND, TO ACT FOR, TO SIGN FOR OR TO ASSUME ANY OBLIGATION OR RESPONSIBILITY ON
BEHALF OF, ANY OTHER MEMBER.
NEITHER THE COMPANY NOR ANY MEMBER SHALL, BY
VIRTUE OF EXECUTING THIS AGREEMENT, BE RESPONSIBLE OR LIABLE FOR ANY
INDEBTEDNESS OR OBLIGATION OF ANY OTHER MEMBER INCURRED OR ARISING 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 HERETO AS OF THE EFFECTIVE
DATE OR INCURRED AFTER THE EFFECTIVE DATE PURSUANT TO AND AS LIMITED BY THE
TERMS OF THIS AGREEMENT.
19
(C)
EACH MEMBER OF THE WHITEHALL GROUP, ADAM
BROOKS, ELIZABETH BURBAN, BRAHM CRAMER, STEPHEN IORIO, JEROME KARR, ALAN KAVA,
JONATHAN LANGER, ROY LAPIDUS, VIVIAN MANDIS, JUSTIN METZ, ROBERT BLOOM,
JOSEPHINE SCESNEY AND PETER WEIDMAN IS HEREBY DESIGNATED AS AN "AUTHORIZED
PERSON" WITHIN THE MEANING OF THE ACT. ANY ONE OF SUCH AUTHORIZED PERSONS IS
HEREBY AUTHORIZED AND SHALL EXECUTE, DELIVER AND FILE ANY OTHER CERTIFICATES OR
DOCUMENTS (AND ANY 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 85 BROAD STREET, NEW YORK, NEW YORK 10004, ATTENTION:
CHIEF FINANCIAL
OFFICER.
THE COMPANY MAY CHANGE ITS PLACE OF BUSINESS AND/OR MAILING ADDRESS TO
SUCH LOCATION OR LOCATIONS AS MAY AT ANY TIME OR FROM TIME TO TIME BE DETERMINED
BY GHGP AND APPROVED THE WHITEHALL GROUP.
THE NAME AND ADDRESS OF THE COMPANY'S
REGISTERED AGENT IS THE CORPORATION TRUST COMPANY, CORPORATION TRUST CENTER,
1209 ORANGE STREET, WILMINGTON, NEW CASTLE