FEBRUARY 28 OF EACH
FISCAL YEAR, COMPLETED IRS SCHEDULES K-1 PREPARED BY THE COMPANY'S ACCOUNTANTS
AND (III) SUCH OTHER INFORMATION CONCERNING THE COMPANY AND REASONABLY REQUESTED
BY ANY MEMBER AS IS NECESSARY FOR THE PREPARATION OF EACH MEMBER'S FEDERAL,
STATE AND LOCAL INCOME OR OTHER TAX RETURNS (IT BEING ACKNOWLEDGED THAT GHGP'S
OBLIGATIONS HEREUNDER ARE NOT TO GUARANTY TIMELY DELIVERY OF AUDITS, TAX RETURNS
OR SIMILAR THIRD-PARTY WORK PRODUCT, AND THE FAILURE OF THE AUDITOR OR ANOTHER
THIRD PARTY TO MAKE SUCH DELIVERY SHALL NOT ITSELF CONSTITUTE EVENT OF DEFAULT
HEREUNDER ON THE PART OF GHGP.
GHGP SHALL PREPARE AND DELIVER TIMELY TO THE
LENDER UNDER ANY LOAN AGREEMENT OR OTHER LOAN DOCUMENTS TO WHICH THE COMPANY IS
A PARTY ALL REPORTS AND STATEMENTS REQUIRED BY SUCH LENDER.
(B)
NOT LATER THAN (I) NOVEMBER 1, 2006, GHGP
SHALL PREPARE OR CAUSE TO BE PREPARED FOR THE CAPITAL MEMBERS' REVIEW AN ANNUAL
BUDGET WITH RESPECT TO THE BUDGET YEAR COMMENCING ON JANUARY 1, 2007, AND (II)
NOVEMBER 1 OF THE PRIOR BUDGET YEAR WITH RESPECT TO EACH SUBSEQUENT BUDGET YEAR,
GHGP SHALL PREPARE OR CAUSE TO BE PREPARED FOR THE MANAGING MEMBERS' REVIEW FOR
THE BUDGET YEAR IN QUESTION, AN ANNUAL BUDGET FOR THE COMPANY AND A PROPOSED
BUSINESS PLAN.
NOT LATER THAN THIRTY (30) DAYS AFTER RECEIPT BY THE MANAGING
MEMBERS OF AN ANNUAL BUDGET, PROPOSED BUSINESS PLAN OR A PROPOSED UPDATE TO THE
FOREGOING (OR SUCH LONGER PERIOD AS THE WHITEHALL GROUP MAY REQUEST ON NOTICE TO
GHGP), EITHER WHITEHALL STREET OR WHITEHALL EMPLOYEE FUND MAY DELIVER A NOTICE
(AN "OBJECTION NOTICE") TO GHGP STATING THAT SUCH MANAGING MEMBER OBJECTS TO ANY
INFORMATION CONTAINED IN OR OMITTED FROM SUCH ANNUAL BUDGET, PROPOSED BUSINESS
PLAN OR UPDATE AND SETTING FORTH THE NATURE OF SUCH OBJECTIONS.
WITH RESPECT TO
ALL OR ANY PORTION OF SUCH ANNUAL BUDGET, PROPOSED BUSINESS PLAN OR UPDATE AS TO
WHICH NO OBJECTION NOTICE IS DELIVERED PRIOR TO SUCH THIRTIETH (30TH) DAY (OR
SUCH LONGER PERIOD AS THE WHITEHALL GROUP MAY HAVE REQUESTED), THE ANNUAL
BUDGET, PROPOSED BUSINESS PLAN OR UPDATE, OR THE APPLICABLE PORTION THEREOF,
WILL BE DEEMED TO HAVE BEEN ACCEPTED AND CONSENTED TO IN ACCORDANCE WITH SECTION
3.2(D)(4) OR (5).
IF THE OBJECTION NOTICE IS TIMELY DELIVERED, GHGP SHALL
MODIFY THE ANNUAL BUDGET, PROPOSED BUSINESS PLAN OR UPDATE, IN ACCORDANCE WITH
ANY OF THE MANAGING MEMBERS' OBJECTIONS, AND SHALL RESUBMIT THE SAME TO THE
MANAGING MEMBERS FOR THE MANAGING MEMBERS' APPROVAL WITHIN FIFTEEN (15) DAYS
THEREAFTER, AND ANY OF THE MANAGING MEMBERS MAY DELIVER FURTHER OBJECTION
NOTICES (IF ANY) WITHIN FIFTEEN (15) DAYS THEREAFTER (IN WHICH EVENT, THE
RE-SUBMISSION AND REVIEW PROCESS DESCRIBED ABOVE IN THIS SENTENCE SHALL CONTINUE
UNTIL THE ANNUAL BUDGET, PROPOSED BUSINESS PLAN OR UPDATE IN QUESTION IS
ACCEPTED AND CONSENTED TO BY THE MANAGING MEMBERS OR DEEMED TO BE SO ACCEPTED
AND CONSENTED TO WITH SECTION 3.2(D)(4) OR (5)).
AS TO ANY PORTION OF AN ANNUAL
BUDGET THAT IS THE SUBJECT OF AN OBJECTION NOTICE, THE ANNUAL BUDGET FOR THE