KNOWLEDGE OF THE COMPANY," IT SHALL
MEAN TO THE ACTUAL KNOWLEDGE OF ANY OF TROY BENNETT, KARIM ALIBHAI, OR GREG
DENTON.
(C)
THE COMPANY HEREBY REPRESENTS AND WARRANTS
TO MLPC THAT, TO THE KNOWLEDGE OF THE COMPANY, (I) THE DELIVERED FINANCIAL
STATEMENTS DATED DECEMBER 31, 2006 FOR THE HOTEL FAIRLY PRESENT 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 IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES (AS ADJUSTED TO CONFORM TO THE UNIFORM SYSTEM
24
OF ACCOUNTS FOR HOTELS, EIGHTH REVISED EDITION) APPLIED ON A CONSISTENT BASIS,
(II) THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE RESULTS OF THE OPERATIONS
OF THE HOTEL, SINCE DECEMBER 31, 2006, AND (III) ALL FEDERAL, STATE AND LOCAL
EMPLOYMENT TAXES, PAYROLL TAXES, EXCISE TAXES, OCCUPANCY OR ENTERTAINMENT TAXES,
AD VALOREM TAXES, LIQUOR TAXES, AND SALES OR USE TAXES DUE AND PAYABLE BY ANY OF
THE WARRANTING PARTIES AS OF THE DATE HEREOF IN CONNECTION WITH THE OWNERSHIP OR
OPERATION OF THE HOTEL HAVE BEEN PAID AND ALL RETURNS FILED.
(D)
TO THE COMPANY'S KNOWLEDGE, THE COMPANY HAS
MADE AVAILABLE TO MLPC ALL WRITTEN MATERIALS, INSTRUMENTS, DOCUMENTS, LISTS,
SCHEDULES, ITEMS AND RECORDS RELATING TO THE HOTEL, AND COPIES THEREOF DELIVERED
BY THE COMPANY TO MLPC WERE TRUE AND COMPLETE COPIES OF THE CORRESPONDING
DOCUMENT IN THE COMPANY'S POSSESSION.
ARTICLE 3
MANAGEMENT OF COMPANY BUSINESS; MAJOR DECISIONS
3.1
MANAGEMENT AND CONTROL BY THE MANAGING
MEMBERS.
(A)
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH
IN THIS AGREEMENT, THE MANAGING MEMBERS SHALL EACH HAVE THE RIGHT, AUTHORITY,
DISCRETION AND POWER TO CONDUCT, CONTROL AND MANAGE ON BEHALF OF THE COMPANY THE
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 EXECUTE AND DELIVER ON
BEHALF OF THE COMPANY ANY AND ALL DOCUMENTS, CONTRACTS, CERTIFICATES, AGREEMENTS
AND INSTRUMENTS OF ANY KIND, AND TO TAKE ANY ACTION OF ANY KIND AND TO DO
ANYTHING AND EVERYTHING THE MANAGING MEMBERS DEEM NECESSARY, DESIRABLE OR
APPROPRIATE IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND 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 SECTION 3.2(D).
SUBJECT TO THE PROVISIONS OF SECTION 4.8, IF ANY OF
THE MANAGING MEMBERS DETERMINE THAT AN EVENT OF DEFAULT HAS OCCURRED, THE
WHITEHALL GROUP SHALL HAVE THE RIGHT TO LIMIT OR ELIMINATE SUCH AUTHORITY AND
DUTIES OF GHGP AND GKH EFFECTIVE UPON DELIVERY OF WRITTEN NOTICE TO GHGP OR
GKH.
PERSONS DEALING WITH 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 LEGAL COUNSEL, ACCOUNTANTS,
APPRAISERS, MANAGEMENT CONSULTANTS, INVESTMENT BANKERS AND OTHER CONSULTANTS