(5)
APPROVE OR DISAPPROVE OF ANY ANNUAL BUDGET
OR ANY MATERIAL CHANGES TO ANY APPROVED BUDGET EXCEPT AS PROVIDED IN SECTIONS
3.2(D)(1) AND (2);
(6)
APPROVE OR DISAPPROVE THE CAPITAL
IMPROVEMENT PROGRAM OR ANY MATERIAL CHANGES OR MODIFICATIONS TO THE CAPITAL
IMPROVEMENT PROGRAM;
(7)
APPROVE OR DISAPPROVE THE CAPITAL
IMPROVEMENT BUDGET OR ANY MATERIAL CHANGES TO THE CAPITAL IMPROVEMENT BUDGET;
(8)
ENTER INTO ANY MATERIAL CONTRACT OTHER THAN
IN ACCORDANCE WITH AN APPROVED BUDGET;
(9)
EXCEPT AS SET FORTH IN SECTION 3.7, ACQUIRE
OR LEASE (WHETHER AS LESSEE OR LESSOR) ANY LAND OR OTHER REAL PROPERTY OR
INTEREST THEREIN OR ANY OTHER MATERIAL ASSET OTHER THAN IN ACCORDANCE WITH A
BUSINESS PLAN;
(10)
EXERCISE OR WAIVE ANY RIGHTS OR REMEDIES OF THE
COMPANY UNDER THE MLPC LEASE TRACT PURCHASE AGREEMENT, THE RCK PURCHASE
AGREEMENT, THE [*] AGREEMENT, THE [*] AGREEMENT, OR UNDER ANY DOCUMENTS OR
AGREEMENTS ANCILLARY TO ANY OF THE FOREGOING AGREEMENTS;
(11)
TAKE ANY ACTION IN RESPECT OF THE PROPERTY
RELATING TO ENVIRONMENTAL MATTERS OTHER THAN TO OBTAIN ENVIRONMENTAL STUDIES AND
REPORTS, CONDUCT (OR ARRANGE FOR) EVALUATIONS AND ANALYSES THEREOF AND OBTAIN
APPROPRIATE PERMITS; PROVIDED, HOWEVER, THAT EACH OF THE MEMBERS IS HEREBY
AUTHORIZED (UPON PRIOR NOTICE TO THE OTHER MEMBERS) TO TAKE SUCH ACTION AS MAY
BE REASONABLY REQUIRED TO MITIGATE OR ELIMINATE ANY MATERIAL ENVIRONMENTAL
CONDITION THAT POSES IMMINENT DANGER TO HUMAN HEALTH OR SAFETY; 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 OF
THE (I) EITHER WHITEHALL STREET OR WHITEHALL EMPLOYEE FUND, (II) MLPC, AND (III)
UNLESS AND UNTIL AN EVENT OF DEFAULT OCCURS, GKH;
(12)
TO THE FULLEST EXTENT PERMITTED BY LAW, DISSOLVE
AND WIND-UP THE COMPANY OR ELECT TO 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 THE COMPANY ( OTHER THAN ORDINARY COURSE
TRADE PAYABLES INCURRED IN ACCORDANCE WITH THE APPROVED BUDGET OR APPROVED
CREDIT IMPROVEMENT BUDGET) OR (II) USE COMPANY FUNDS TO EXTEND CREDIT, MAKE AN
INVESTMENT, MAKE A LOAN OR BECOME A GUARANTOR OR SURETY FOR DEBT OF ANOTHER
PARTY;
(14)
MODIFY (I) ANY LOAN DOCUMENTATION EXECUTED BY
THE COMPANY OR (II) ANY OTHER MATERIAL AGREEMENT THE EXECUTION OF WHICH REQUIRED
THE APPROVAL OF THE MANAGING MEMBERS AND GKH, EXCEPT FOR THE PURPOSE OF THE
PRECEDING CLAUSE (II), IF SUCH MODIFICATION IS CONSISTENT WITH A BUSINESS PLAN;
(15)
INSTITUTE PROCEEDINGS TO ADJUDICATE THE COMPANY
BANKRUPT, OR CONSENT TO THE FILING OF A BANKRUPTCY PROCEEDING AGAINST THE
COMPANY, OR FILE A PETITION OR ANSWER OR CONSENT SEEKING REORGANIZATION OF THE
COMPANY UNDER THE BANKRUPTCY CODE OR ANY OTHER SIMILAR APPLICABLE FEDERAL, STATE
OR FOREIGN LAW, OR CONSENT TO THE FILING OF ANY SUCH PETITION AGAINST THE
COMPANY, OR CONSENT TO THE APPOINTMENT OF A RECEIVER OR LIQUIDATOR OR TRUSTEE OR
ASSIGNEE IN BANKRUPTCY OR INSOLVENCY OF THE COMPANY OR OF ITS PROPERTY, OR MAKE
AN ASSIGNMENT