IMMEDIATELY PRECEDING BUDGET YEAR SHALL BE DEEMED TO CONTROL (ADJUSTED UPWARDS
BY FOUR PERCENT (4%) PER EACH DISPUTED LINE-ITEM) PENDING RESOLUTION OF THE
DISPUTED ITEMS IN ACCORDANCE WITH SECTION 3.2(D)(4) OR (5) AND THIS SECTION
5.3(B).
5.4
ACCOUNTING EXPENSES.
ALL OUT-OF-POCKET
EXPENSES PAYABLE TO PERSONS, INCLUDING THE PROPERTY MANAGER PURSUANT TO THE
PROPERTY MANAGEMENT AGREEMENT, THE ASSET MANAGER PURSUANT TO THE ASSET
MANAGEMENT AGREEMENT OR GHGP IN CONNECTION WITH THE KEEPING OF THE BOOKS AND
RECORDS OF THE COMPANY AND THE PREPARATION OF AUDITED OR UNAUDITED FINANCIAL
STATEMENTS AND FEDERAL, STATE AND LOCAL TAX AND INFORMATION RETURNS REQUIRED TO
IMPLEMENT THE PROVISIONS OF THIS AGREEMENT OR REQUIRED BY ANY GOVERNMENTAL
AUTHORITY WITH JURISDICTION OVER THE COMPANY SHALL BE BORNE BY THE COMPANY AS AN
ORDINARY EXPENSE OF ITS BUSINESS TO THE EXTENT SET FORTH IN AN APPROVED BUDGET.
5.5
BANK ACCOUNT.
TO THE EXTENT THAT THE
COMPANY DOES NOT REQUEST THE ASSET MANAGER TO DO SO, GHGP SHALL, AS SOON AS
REASONABLY PRACTICABLE, ESTABLISH AND MAINTAIN SEGREGATED BANK ACCOUNTS IN THE
COMPANY'S NAME AND FOR THE COMPANY'S BUSINESS, WHICH ACCOUNTS SHALL, TO THE
EXTENT REASONABLY PRACTICABLE, BE INTEREST-BEARING.
THE SIGNATURE OF AN
AUTHORIZED REPRESENTATIVE OF WHITEHALL STREET SHALL BE REQUIRED FOR ANY
WITHDRAWAL OR CHECK, OTHER THAN PAYMENTS MADE IN ACCORDANCE WITH AN APPROVED
BUDGET, IN EXCESS OF $25,000 (OR UPON NOTICE TO GHGP, SUCH GREATER AMOUNT AS
EITHER WHITEHALL STREET OR
46
WHITEHALL EMPLOYEE FUND MAY FROM TIME TO TIME DETERMINE).
WITHDRAWALS OR CHECKS
NOT IN EXCESS OF $25,000 (OR UPON NOTICE TO GHGP, SUCH GREATER AMOUNTS AS
WHITEHALL STREET OR WHITEHALL EMPLOYEE FUND MAY FROM TIME TO TIME DETERMINE) AND
WITHDRAWALS OR CHECKS MADE IN ACCORDANCE WITH AN APPROVED BUDGET MAY BE MADE BY
AN AUTHORIZED REPRESENTATIVE OF GHGP TO THE EXTENT THAT GHGP IS PERMITTED
HEREUNDER TO INCUR THE EXPENSE OR OTHER LIABILITY PAID OR DISCHARGED WITH THE
PROCEEDS OF SUCH WITHDRAWAL OR CHECK WITHOUT THE PRIOR CONSENT OR APPROVAL OF
WHITEHALL STREET OR WHITEHALL EMPLOYEE FUND.
ANY ACCOUNT THAT GHGP ESTABLISHES
MUST AT ALL TIMES HAVE AT LEAST ONE OFFICER OF WHITEHALL STREET OR WHITEHALL
EMPLOYEE FUND ACTING AS AN AUTHORIZED SIGNATORY FOR THE ACCOUNT AND SHALL ALLOW
FOR SUCH AUTHORIZED SIGNATORY TO WITHDRAW MONEY FROM THE ACCOUNTS WITHOUT THE
CONSENT OF GHGP. GHGP WILL NOT OPEN ANY OTHER BANK ACCOUNTS TO HOLD OR RECEIVE
FUNDS BELONGING TO THE COMPANY OR ANY SUBSIDIARY.
5.6
COGNOS DATABASE.
GHGP UNDERSTANDS THAT THE
WHITEHALL GROUP HAVE DEVELOPED A DATABASE FOR MONITORING INVESTMENTS CALLED
"COGNOS" AND HEREBY AGREES TO COOPERATE WITH THE WHITEHALL GROUP IN PROVIDING
THE DATA REQUIRED FOR SUCH DATABASE.
5.7
REPORTABLE TRANSACTIONS.
EACH MEMBER AGREES
TO NOTIFY THE COMPANY IN WRITING IF (A) IT INTENDS TO TREAT ANY OF THE
TRANSACTIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT AS A "REPORTABLE
TRANSACTION" WITHIN THE MEANING OF TREASURY REGULATIONS SECTION 1.6011-4 OR (B)
IT IS CLASSIFIED AS AN INDIVIDUAL OR CORPORATION FOR U.S. FEDERAL INCOME TAX
PURPOSES.
ARTICLE 6
CAPITAL CONTRIBUTIONS, LOANS AND LIABILITIES
6.1
INITIAL CAPITAL