IMPLEMENT, FACILITATE OR EFFECTUATE ANY MAJOR
DECISION.
NOTHING CONTAINED IN THIS SECTION 12.17 SHALL EMPOWER GHGP TO TAKE
ANY ACTION REQUIRING THE CONSENT OF ANY OF THE MANAGING MEMBERS HEREUNDER UNLESS
SUCH CONSENT IS FIRST OBTAINED.
(B)
THE POWERS OF ATTORNEY GRANTED PURSUANT TO
THIS SECTION 12.17 ARE COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE AND
SURVIVE AND NOT BE AFFECTED BY THE SUBSEQUENT DEATH, INCAPACITY, DISABILITY,
BANKRUPTCY OR DISSOLUTION OF THE GRANTOR; MAY BE EXERCISED BY WHITEHALL STREET,
WHITEHALL EMPLOYEE FUND OR GHGP EITHER BY SIGNING SEPARATELY AS ATTORNEY-IN-FACT
FOR EACH MEMBER OR WHITEHALL STREET, WHITEHALL EMPLOYEE FUND OR GHGP ACTING AS
ATTORNEYS-IN-FACT FOR ALL OF THEM; AND SHALL SURVIVE THE DELIVERY OF AN
ASSIGNMENT BY A MEMBER OF THE WHOLE OR ANY FRACTION OF ITS INTEREST, EXCEPT
THAT, WHERE THE WHOLE OF SUCH MEMBER'S INTEREST HAS BEEN ASSIGNED OR DILUTED IN
ACCORDANCE WITH THIS AGREEMENT, THE POWER OF ATTORNEY OF THE ASSIGNOR SHALL
SURVIVE THE DELIVERY OF SUCH ASSIGNMENT FOR THE SOLE PURPOSE OF ENABLING
WHITEHALL STREET, WHITEHALL EMPLOYEE FUND OR GHGP TO EXECUTE, ACKNOWLEDGE, SWEAR
TO, DELIVER, RECORD AND FILE ANY INSTRUMENT NECESSARY OR APPROPRIATE TO EFFECT
SUCH SUBSTITUTION.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND ANY
DOCUMENT, INSTRUMENT, CONVEYANCE OR CERTIFICATE EXECUTED OR FILED BY EITHER
WHITEHALL STREET, WHITEHALL EMPLOYEE FUND OR GHGP PURSUANT TO SUCH POWER OF
ATTORNEY, THIS AGREEMENT SHALL CONTROL.
(C)
EACH MEMBER SHALL EXECUTE AND DELIVER TO
EITHER WHITEHALL STREET, WHITEHALL EMPLOYEE FUND OR GHGP, WITHIN FIVE (5) DAYS
AFTER THE RECEIPT OF WHITEHALL STREET'S, WHITEHALL EMPLOYEE FUND'S OR GHGP'S
REQUEST THEREFOR, SUCH FURTHER DESIGNATIONS, POWERS OF ATTORNEY AND OTHER
INSTRUMENTS AS WHITEHALL STREET, WHITEHALL EMPLOYEE FUND OR GHGP DEEMS NECESSARY
OR APPROPRIATE TO CARRY OUT THE PROVISIONS OF THIS AGREEMENT.
(D)
NOTWITHSTANDING THE FOREGOING PROVISIONS OF
THIS SECTION 12.17, IN THE EVENT THAT GHGP HAS BEEN DIVESTED OF ITS
ADMINISTRATIVE RIGHTS PURSUANT TO SECTION 4.9(B) OR HAS VOLUNTARILY CEASED TO
MANAGE OR ADMINISTER THE DAY-TO-DAY BUSINESS OF THE COMPANY AS CONTEMPLATED BY
SECTION 3.2 AND SECTION 4.1, THEN, IN EITHER CASE, THE POWER OF ATTORNEY GRANTED
TO GHGP PURSUANT TO THIS SECTION 12.17 SHALL IMMEDIATELY BE REVOKED AND
TERMINATED.
(E)
EACH OF WHITEHALL STREET, WHITEHALL
EMPLOYEE FUND AND GHGP HEREBY AGREES THAT PRIOR TO EXERCISING ANY OF ITS RIGHTS
PURSUANT TO THIS SECTION 12.17, SUCH MEMBER SHALL TO THE EXTENT REASONABLY
PRACTICABLE PROVIDE TO THE OTHER MEMBER REASONABLE NOTICE OF SUCH ACTION.
12.18
CONSTRUCTION OF DOCUMENTS.
THE PARTIES HERETO
ACKNOWLEDGE THAT THEY WERE REPRESENTED BY COUNSEL IN CONNECTION WITH THE REVIEW,
NEGOTIATION AND DRAFTING OF THIS AGREEMENT AND THAT THIS AGREEMENT SHALL NOT, BE
SUBJECT TO THE PRINCIPLE OF CONSTRUING THEIR MEANING AGAINST THE PARTY THAT
DRAFTED SAME.
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12.19
STANDARDS OF CONDUCT FOR THE MANAGING MEMBERS.
WHENEVER IN THIS AGREEMENT ANY OF THE MANAGING MEMBERS ARE PERMITTED OR REQUIRED
TO MAKE A DECISION OR TAKE AN ACTION:
(I) IN ITS "DISCRETION" OR UNDER A GRANT
OF SIMILAR AUTHORITY OR LATITUDE, SUCH MANAGING MEMBER SHALL BE