(II) THE TOTAL NUMBER OF SQUARE FEET OF
SALEABLE RESIDENTIAL SPACE ON THE PROPERTY (THE "RESIDENTIAL PURCHASE PRICE");
PROVIDED, THAT GKH AND ITS PRINCIPALS SHALL NOT SELL ANY RESIDENTIAL SPACE THEY
ACQUIRE WITHOUT THE PRIOR WRITTEN CONSENT OF WHITEHALL STREET OR WHITEHALL
EMPLOYEE FUND, FOR AT LEAST FIVE (5) YEARS FOLLOWING THE PURCHASE OF SUCH
RESIDENTIAL SPACE.
UPON THE EARLIER OF THE SALE OF THE PROPERTY, THE SALE OR
TRANSFER OF GKH'S OR THE WHITEHALL GROUP'S ENTIRE INTEREST IN THE COMPANY OR THE
LIQUIDATION OF THE COMPANY, AN AMOUNT EQUAL TO (I) THE TOTAL SQUARE FEET OF
RESIDENTIAL SPACE PURCHASED BY GKH MULTIPLIED BY (II) DIFFERENCE OF THE AVERAGE
PER SQUARE FOOT SALES PRICE OF THE RESIDENTIAL SPACE (NET OF CUSTOMARY SALES
COMMISSIONS AND CLOSING TO THE EXTENT COMPANY DOES NOT HAVE TO PAY SAME) OVER
THE RESIDENTIAL PURCHASE PRICE (THE "RESIDENTIAL LIQUIDATION VALUE") SHALL BE
DEDUCTED FROM GKH'S CAPITAL ACCOUNT, OR IN THE EVENT THAT GKH'S CAPITAL ACCOUNT
IS LESS THAN THE RESIDENTIAL LIQUIDATION VALUE, ANY EXCESS RESIDENTIAL
LIQUIDATION VALUE REMAINING AFTER DEDUCTING THE GKH'S CAPITAL ACCOUNT SHALL BE
DEDUCTED FROM DISTRIBUTIONS OF PROFIT THAT WOULD OTHERWISE BE GIVEN TO GKH AND
GHGP BY THE COMPANY PURSUANT TO SECTION 8.1.
NOTWITHSTANDING THE FOREGOING, IN
THE EVENT THAT ALL THE CAPITAL CONTRIBUTIONS MADE BY THE WHITEHALL GROUP ARE NOT
RETURNED TO THE WHITEHALL GROUP AFTER SUCH SALE, TRANSFER OR LIQUIDATION TAKING
INTO ACCOUNT THE ADJUSTMENT OF GKH'S AND GHGP'S CAPITAL ACCOUNT AND PROFIT
DISTRIBUTIONS PURSUANT TO THE PRECEDING SENTENCE, INSTEAD OF TAKING THE ACTIONS
SET FORTH IN THE PRECEDING SENTENCE, GKH OR ITS AFFILIATES SHALL EITHER (I)
RELINQUISH THE RESIDENTIAL SPACE THEY ACQUIRED AND SELL IT AT MARKET RATE OR
(II) DIRECTLY REIMBURSE THE WHITEHALL GROUP FOR ITS UNRETURNED CAPITAL
CONTRIBUTIONS UP TO THE AMOUNT EQUAL TO THE RESIDENTIAL LIQUIDATION VALUE.
44
4.14
SQUARE FOOTAGE CALCULATIONS.
FOR PURPOSES OF
THIS AGREEMENT, ALL SQUARE FOOTAGE CALCULATIONS SHALL BE MADE UTILIZING THE
BUILDING OWNERS AND MANAGERS ASSOCIATION "STANDARD METHOD FOR MEASURING FLOOR
AREA."
ARTICLE 5
BOOKS AND RECORDS; REPORTS
5.1
BOOKS AND RECORDS.
AT ALL TIMES DURING THE
CONTINUANCE OF THE COMPANY, GHGP SHALL KEEP OR CAUSE TO BE KEPT TRUE AND
COMPLETE BOOKS AND RECORDS OF THE COMPANY IN WHICH SHALL BE ENTERED FULLY AND
ACCURATELY EACH TRANSACTION OF THE COMPANY.
SUCH BOOKS AND RECORDS SHALL BE
KEPT ON THE BASIS OF THE FISCAL YEAR IN ACCORDANCE WITH THE ACCRUAL METHOD OF
ACCOUNTING, AND SHALL REFLECT ALL TRANSACTIONS OF THE COMPANY IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
THE BOOKS AND RECORDS SHALL REFLECT
THAT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006, MLPC BECAME A MEMBER ON THE
EFFECTIVE DATE.
5.2
AVAILABILITY OF BOOKS AND RECORDS; RETURN OF
BOOKS AND RECORDS.
ALL OF THE BOOKS AND RECORDS REFERRED TO IN SECTION 5.1
(WHICH SHALL INCLUDE AN EXECUTED COPY OF THIS AGREEMENT AND THE CERTIFICATE, AND
ANY AMENDMENTS THERETO), SHALL AT ALL TIMES BE MAINTAINED AT THE PRINCIPAL
OFFICE OF THE COMPANY OR SUCH OTHER LOCATION AS THE MANAGING MEMBERS