Common use of Books and Records Reports Clause in Contracts

Books and Records Reports. (a) The Company shall keep and maintain full and accurate books of account for the Company in accordance with GAAP consistently applied in accordance with the terms of this Agreement. Such books shall be maintained at the principal office of the Company or offsite so long as they are easily accessible. To the extent reasonably requested, each of the Investor Members and their respective Affiliates and designated representatives shall have full and complete access at all reasonable times to review, inspect and copy the books and records of the Company. (b) The Company shall furnish (A) each of the following to each Investor Member who holds more than 7.5% of the outstanding Voting Units and (B) each of (iii), (iv) and (v) below to each Investor Member regardless of its level of ownership of Voting Units: (i) Within 30 days after the end of each month, a report estimating oil and gas production of each Antero Subsidiary for such month, which report is used by the Company or such Antero Subsidiary for internal control purposes, and a balance sheet, statement of income, Members’ (or stockholder’s) equity and cash flows for such month prepared in accordance with GAAP, together with a comparison of such statements to the Approved Annual Budget for such periods; (ii) Within 45 days after the end of each quarter, an unaudited consolidated balance sheet as of the end of such quarter and an unaudited related consolidated income statement and statement of cash flows for such quarter including any footnotes thereto (if any) prepared in accordance with GAAP, consistently applied, together with a comparison of such statements to the Approved Annual Budget for such periods; (iii) Within 90 days after the end of each year, an audited consolidated balance sheet as of the end of such fiscal year and the related consolidated income statement, statement of Members’ equity and statement of cash flows for such fiscal year prepared in accordance with GAAP, consistently applied and a signed audit letter from the Independent Auditors; (iv) Within 90 days after the end of each fiscal year, a reserve report prepared by one or more reservoir engineers acceptable to the Board of Directors; (v) Within 30 days before the end of each fiscal year, a consolidated annual budget approved by the Board of Directors (an “Approved Annual Budget”); (vi) Prompt notice after the occurrence of any material event, together with a summary describing the nature of the event and its impact on the Company; and (vii) Such other information to the Members entitled to receive information pursuant to this Section 7.1(b) as such Members or their advisors may reasonably request. (c) The obligations of the Company to furnish information pursuant to Section 7.1(b) shall cease upon the consummation of a Qualified IPO. (d) Prior to the consummation of a Qualified IPO, the Company shall permit any Investor Member, and after the consummation of a Qualified IPO, any Investor Member owning at least 7.5% of the outstanding Equity Interests of the IPO Issuer, or their respective representatives, to visit and inspect any of the properties of the Company or any Subsidiaries, including its books of account and other records (and make copies of and take extracts from such books and records), and to discuss all aspects of its business, affairs, finances, and accounts with the Company’s officers and the Independent Auditor, all at such reasonable times during the Company’s usual business hours and as often as any such person may reasonably request and to consult with and advise management of the Company, upon reasonable notice at reasonable times from time to time, on all matters relating to the operation of the Company; and, to the extent the Company is required by law or pursuant to the terms of any outstanding Indebtedness of the Company to prepare the reports described in Section 7.1(b)(i), (ii) and (iii), the Company shall deliver or make available to each such person any annual reports, quarterly reports, and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act actually prepared by the Company as soon as publicly available; provided, however, that any such reports filed with the Securities and Exchange Commission via the XXXXX database or, until such time as the Company is subject to reporting under the Exchange Act, reports available to an Investor Member on the Company’s website shall be deemed to have been made available by the Company; provided further, however, that at the Company’s request, such person shall execute and deliver to the Company a confidentiality agreement relating to any or all of the matters described in this Section 7.1(d) in a form reasonably acceptable to the Company (in addition to such person’s obligations under Section 11.15).

Books and Records Reports. (a) The Company shall keep and maintain full and accurate books of account for the Company in accordance with GAAP consistently applied in accordance with the terms of this Agreement. Such books shall be maintained at the principal office of the Company or offsite so long as they are easily accessible. To the extent reasonably requested, each of the Investor Members and their respective Affiliates and designated representatives shall have full and complete access at all reasonable times to review, inspect and copy the books and records of the Company. (b) The Company shall furnish (A) each of the following to each Investor Member who holds more than 7.5% of the outstanding Voting Units and (B) each of (iii), (iv) and (v) below to each Investor Member regardless of its level of ownership of Voting Units: (i) Within 30 days after the end of each month, a report estimating oil and gas production of each Antero Subsidiary for such month, which report is used by the Company or such Antero Subsidiary for internal control purposes, and a balance sheet, statement of income, Members’ ' (or stockholder’s's) equity and cash flows for such month prepared in accordance with GAAP, together with a comparison of such statements to the Approved Annual Budget for such periods; (ii) Within 45 days after the end of each quarter, an unaudited consolidated balance sheet as of the end of such quarter and an unaudited related consolidated income statement and statement of cash flows for such quarter including any footnotes thereto (if any) prepared in accordance with GAAP, consistently applied, together with a comparison of such statements to the Approved Annual Budget for such periods; (iii) Within 90 days after the end of each year, an audited consolidated balance sheet as of the end of such fiscal year and the related consolidated income statement, statement of Members’ ' equity and statement of cash flows for such fiscal year prepared in accordance with GAAP, consistently applied and a signed audit letter from the Independent Auditors; (iv) Within 90 days after the end of each fiscal year, a reserve report prepared by one or more reservoir engineers acceptable to the Board of Directors; (v) Within 30 days before the end of each fiscal year, a consolidated annual budget approved by the Board of Directors (an “"Approved Annual Budget”"); (vi) Prompt notice after the occurrence of any material event, together with a summary describing the nature of the event and its impact on the Company; and (vii) Such other information to the Members entitled to receive information pursuant to this Section 7.1(b) as such Members or their advisors may reasonably request. (c) The obligations of the Company to furnish information pursuant to Section 7.1(b) shall cease upon the consummation of a Qualified IPO. (d) Prior to the consummation of a Qualified IPO, the Company shall permit any Investor Member, and after the consummation of a Qualified IPO, any Investor Member owning at least 7.5% of the outstanding Equity Interests of the IPO Issuer, or their respective representatives, to visit and inspect any of the properties of the Company or any Subsidiaries, including its books of account and other records (and make copies of and take extracts from such books and records), and to discuss all aspects of its business, affairs, finances, and accounts with the Company’s 's officers and the Independent Auditor, all at such reasonable times during the Company’s 's usual business hours and as often as any such person may reasonably request and to consult with and advise management of the Company, upon reasonable notice at reasonable times from time to time, on all matters relating to the operation of the Company; and, to the extent the Company is required by law or pursuant to the terms of any outstanding Indebtedness of the Company to prepare the reports described in Section 7.1(b)(i), (ii) and (iii), the Company shall deliver or make available to each such person any annual reports, quarterly reports, and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act actually prepared by the Company as soon as publicly available; provided, however, that any such reports filed with the Securities and Exchange Commission via the XXXXX database or, until such time as the Company is subject to reporting under the Exchange Act, reports available to an Investor Member on the Company’s 's website shall be deemed to have been made available by the Company; provided further, however, that at the Company’s 's request, such person shall execute and deliver to the Company a confidentiality agreement relating to any or all of the matters described in this Section 7.1(d) in a form reasonably acceptable to the Company (in addition to such person’s 's obligations under Section 11.15).

Books and Records Reports. (a) The Company shall keep and maintain full and accurate books of account for the Company in accordance with GAAP consistently applied in accordance with the terms of this Agreement. The Company shall keep books and records indicating the names, addresses, Capital Contributions and Percentage Interests of all Members and shall keep minutes of the proceedings of the Board and the Members and supporting documentation of the transactions with respect to the conduct of the Company’s Business. Such books shall be maintained at the principal United States office of the Company or offsite so long as they are easily accessible. To the extent reasonably requested, each of the Investor Members Each Member and their respective its Affiliates and designated representatives shall have full and complete access at all reasonable times to review, inspect and copy the books and records of the Company. (b) The Company shall furnish (A) provide to each of Member the following to each Investor Member who holds more than 7.5% of the outstanding Voting Units and (B) each of (iii), (iv) and (v) below to each Investor Member regardless of its level of ownership of Voting Unitsreports: (i) Within 30 days As soon as practicable after the end of each monthreceipt thereof, a report estimating oil and gas production of each Antero Subsidiary for such month, which report is used by any reports provided to the Company or such Antero Subsidiary for internal control purposes, and a balance sheet, statement of income, Members’ (or stockholder’s) equity and cash flows for such month prepared in accordance with GAAP, together with a comparison of such statements the Board pursuant to the Approved Annual Budget for such periodsOperations Agreement; (ii) Within 45 days after within thirty (30) Days of the end of each quarterany Fiscal Quarter, quarterly consolidated financial statements of the Company (including an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such quarter Fiscal Quarter and an the related unaudited related consolidated income statement and statement of cash flows of the Company and its consolidated Subsidiaries for such the Fiscal Quarter then ended) for the previous quarter including any footnotes thereto (if any) prepared in accordance with GAAP, consistently applied, together with a comparison of such statements GAAP (subject to the Approved Annual Budget for such periodsnormal year-end adjustments) and showing any variance between actual and budgeted figures; (iii) Within 90 days within sixty (60) Days of the end of each Fiscal Year, consolidated financial statements of the Company (including a balance sheet of the Company as of December 31 of each Fiscal Year and the related income statement and statement of cash flows of the Company for the Fiscal Year then ended) and a schedule showing any variance between actual and budgeted figures. The annual financial statements shall be prepared in accordance with GAAP and shall be audited in accordance with generally accepted auditing standards and certified by Deloitte & Touche LLP or another nationally recognized, “Big 4” firm of certified public accountants approved by the Board; (iv) As soon as available, but not later than thirty (30) Days after the end of each calendar month, monthly financial and business reports, including (A) an operating statement and report of financial condition of the Company for such monthly period and year-to-date, an audited including summary unaudited consolidated balance sheet as of the end of such fiscal year and the related sheet, consolidated income statement, statement of Members’ equity and statement of cash flows of the Company and its consolidated Subsidiaries for such fiscal year prepared period, (B) a reconciliation report setting forth material discrepancies or variances between (x) amounts included in accordance with GAAPsuch reports for such month period and year-to-date and (y) the budgeted amounts as reflected in the Budget for the corresponding periods to which such amounts relate, consistently applied (C) a summary description of the business activities that took place during such period and a signed audit letter from the Independent Auditors; operating and financial performance of the Company during such period and year-to-date, including an explanation of material discrepancies described in clause (ivB) Within 90 days after the end of each fiscal year, a reserve report prepared by one and (D) such other information as any Manager or more reservoir engineers acceptable to the Board of DirectorsMember shall reasonably request; (v) Within 30 days before the end Copies of each fiscal yearAnnual Budgets, a consolidated annual budget approved by the Board of Directors (an “Approved Annual Budget”)Facilities Budgets and all amendments thereto; (vi) Prompt notice after the occurrence Notice of any material event, together with a summary describing the nature of the event and its impact on the Companyevents; and (vii) Such such other reports and information to the Members entitled to receive information pursuant to this Section 7.1(b(in any form, electronic or otherwise) as any such Members Member or their advisors any Manager may reasonably request, as the Board may determine, or as otherwise required by law. (c) The obligations Each of the Company to furnish information pursuant to quarterly and annual financial statements provided in accordance with Section 7.1(b) 7.1 shall cease upon the consummation of include a Qualified IPO. (d) Prior to the consummation of a Qualified IPO, the Company shall permit any Investor Member, and after the consummation of a Qualified IPO, any Investor Member owning at least 7.5% statement of the outstanding Equity Interests Capital Accounts and a summary narrative discussion of the IPO Issuer, such financial statements. Monthly reports shall include a statement as to significant variations from any Annual Budget or their respective representatives, to visit and inspect any of the properties of the Company or any Subsidiaries, including its books of account and other records (and make copies of and take extracts from such books and records), and to discuss all aspects of its business, affairs, finances, and accounts with the Company’s officers and the Independent Auditor, all at such reasonable times during the Company’s usual business hours and as often as any such person may reasonably request and to consult with and advise management of the Company, upon reasonable notice at reasonable times from time to time, on all matters relating to the operation of the Company; and, to the extent the Company is required by law or pursuant to the terms of any outstanding Indebtedness of the Company to prepare the reports described in Section 7.1(b)(i), (ii) and (iii), the Company shall deliver or make available to each such person any annual reports, quarterly reports, and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act actually prepared by the Company as soon as publicly available; provided, however, that any such reports filed with the Securities and Exchange Commission via the XXXXX database or, until such time as the Company is subject to reporting under the Exchange Act, reports available to an Investor Member on the Company’s website shall be deemed to have been made available by the Company; provided further, however, that at the Company’s request, such person shall execute and deliver to the Company a confidentiality agreement relating to any or all of the matters described in this Section 7.1(d) in a form reasonably acceptable to the Company (in addition to such person’s obligations under Section 11.15)Facilities Budget.

Books and Records Reports. (a) The Company shall keep and maintain full and accurate books of account for the Company in accordance with GAAP consistently applied in accordance with the terms of this Agreement. Such books shall will be maintained at the Company’s principal office place of the Company or offsite so long as they are easily accessible. To the extent reasonably requested, each of the Investor Members and their respective Affiliates and designated representatives shall have full and complete access business. (b) Each Member will at all reasonable times have access to review, inspect and copy the books and records of the Company. (b) The Company shall furnish (A) each of the following to each Investor for inspection and copying. Each Member who holds more than 7.5% of the outstanding Voting Units and (B) each of (iii), (iv) and (v) below to each Investor Member regardless of its level of ownership of Voting Unitswill also be entitled: (i) Within 30 to obtain upon reasonable demand for any purpose such information reasonably related to the Members’ Units and interest in the Company; (ii) to have true and full information regarding the state of the business and financial condition, including all audited and unaudited financial statements and any other information regarding the affairs of the Company; and (iii) to have a copy of the Company’s federal, state, and local income tax returns for each year promptly after they are available to the Company. (c) The Board of Managers shall maintain or cause to be maintained a system of accounting established and administered in accordance with the accrual method of accounting or as shall be required by GAAP, and shall set aside on the books of the Company or otherwise record all such proper reserves pursuant to the accrual method of accounting or as shall be required by GAAP. (d) As soon as reasonably practicable after the close of each Fiscal Year of the Company, but not later than one hundred twenty (120) days after the end of each monthFiscal Year of the Company (or, in the case of the Fiscal year ended December 31, 2021, by no later than September 30, 2022), the Company shall provide to (i) each Member and (ii) such other Persons as the Board of Managers shall direct in its sole discretion, a report estimating oil and gas production copy of each Antero Subsidiary for such month, which report is used by the audited consolidated financial statements of the Company or such Antero Subsidiary for internal control purposes, and (including a balance sheet, statement of income, Members’ (or stockholder’s) equity operations and statement of cash flows for such month prepared in accordance with GAAPflows, together with a comparison the notes thereto) as of such statements year and for the year then ended, setting forth in each case commencing in 2023 in comparative form the figures for the previous year, all in reasonable detail and accompanied by the opinion of a nationally recognized independent certified public accounting firm with respect to the Approved Annual Budget for such periods;financial statements. (iie) Within 45 Commencing with the first full fiscal quarter following the quarter in which the Effective Date occurs, as soon as reasonably practicable after the fiscal quarter, but in any event not later than sixty (60) days after the end of each quarterof the fiscal quarters of each year, an the Company shall provide to (i) each Member and (ii) such other Persons as the Board of Managers shall direct in its sole discretion, the unaudited consolidated balance sheet as financial statements of the end Company (including a balance sheet, statement of such quarter and an unaudited related consolidated income statement operations and statement of cash flows for such quarter including any footnotes thereto (if any) prepared in accordance with GAAPflows), consistently applied, together with a comparison of such statements to the Approved Annual Budget for such periods;all certified by an appropriate officer. (iiif) Within 90 days after the end The Company shall provide to each Member (i) no later than January 15 of each year, an audited consolidated balance sheet as good faith estimates of the end of amounts to be set forth on such fiscal year and the related consolidated income statement, statement of Members’ equity and statement of cash flows for Member’s IRS Schedule K-l with respect to such fiscal year prepared Member’s interests in accordance with GAAP, consistently applied and a signed audit letter from the Independent Auditors; (iv) Within 90 days after the end of each fiscal year, a reserve report prepared by one or more reservoir engineers acceptable to the Board of Directors; (v) Within 30 days before the end of each fiscal year, a consolidated annual budget approved by the Board of Directors (an “Approved Annual Budget”); (vi) Prompt notice after the occurrence of any material event, together with a summary describing the nature of the event and its impact on the Company; and (vii) Such other information to the Members entitled to receive information pursuant to this Section 7.1(b) as such Members or their advisors may reasonably request. (c) The obligations of the Company to furnish information pursuant to Section 7.1(b) shall cease upon for the consummation of a Qualified IPO. (d) Prior to the consummation of a Qualified IPO, the Company shall permit any Investor Member, and after the consummation of a Qualified IPO, any Investor Member owning at least 7.5% of the outstanding Equity Interests of the IPO Issuer, or their respective representatives, to visit and inspect any of the properties of the Company or any Subsidiaries, including its books of account and other records (and make copies of and take extracts from such books and records), and to discuss all aspects of its business, affairs, finances, and accounts with the Company’s officers and the Independent Auditor, all at such reasonable times during the Company’s usual business hours and as often as any such person may reasonably request and to consult with and advise management of the Company, upon reasonable notice at reasonable times from time to time, on all matters relating to the operation of the Company; and, to the extent the Company is required by law or pursuant to the terms of any outstanding Indebtedness of the Company to prepare the reports described in Section 7.1(b)(i)prior taxable year, (ii) a final Schedule K-1 as soon as reasonably practicable thereafter and in no event later than March 31 of such year and (iii), the Company shall deliver or make available to each ) and such person any annual reports, quarterly reports, and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act actually prepared by the Company information as soon as publicly available; provided, however, that any such reports filed a Member may reasonably request in connection with the Securities and Exchange Commission via the XXXXX database or, until such time as the Company is subject to reporting under the Exchange Act, reports available to an Investor Member on the Company’s website shall be deemed to have been made available by the Company; provided further, however, that at the Company’s request, such person shall execute and deliver to the Company a confidentiality agreement relating to any or all preparation of the matters described in this Section 7.1(d) in a form reasonably acceptable to the Company (in addition to such person’s obligations under Section 11.15)its tax returns.

Books and Records Reports. (a) The Company shall keep and maintain full and accurate books of account for the Company in accordance with GAAP consistently applied in accordance with the terms of this Agreement. Such books shall will be maintained at the Company’s principal office place of the Company or offsite so long as they are easily accessible. To the extent reasonably requested, each of the Investor Members and their respective Affiliates and designated representatives shall have full and complete access at all reasonable times to review, inspect and copy the books and records of the Companybusiness. (b) The Company Board of Managers shall furnish (A) each maintain or cause to be maintained a system of accounting established and administered in accordance with the accrual method of accounting or as shall be required by GAAP, and shall set aside on the books of the following Company or otherwise record all such proper reserves pursuant to the accrual method of accounting or as shall be required by GAAP. (c) As soon as reasonably practicable after the end of each Investor Member who holds more than 7.5% fiscal year of the outstanding Voting Units and (B) each of (iii)Company, (iv) and (v) below to each Investor Member regardless of its level of ownership of Voting Units: but in any event not later than (i) Within 30 one hundred and fifty (150) days after the end of each monththe fiscal year ended December 31, a report estimating oil and gas production 2014 of each Antero Subsidiary for such month, which report is used by the Company or such Antero Subsidiary for internal control purposes, and a balance sheet, statement of income, Members’ (or stockholder’s) equity and cash flows for such month prepared in accordance with GAAP, together with a comparison of such statements to the Approved Annual Budget for such periods; (ii) Within 45 days after the end of each quarter, an unaudited consolidated balance sheet as of the end of such quarter one hundred and an unaudited related consolidated income statement and statement of cash flows for such quarter including any footnotes thereto twenty (if any120) prepared in accordance with GAAP, consistently applied, together with a comparison of such statements to the Approved Annual Budget for such periods; (iii) Within 90 days after the end of each year, an audited consolidated balance sheet as of the end of such fiscal year and the related consolidated income statement, statement of Members’ equity and statement of cash flows for such fiscal year prepared in accordance with GAAP, consistently applied and a signed audit letter from the Independent Auditors; (iv) Within 90 days after the end of each fiscal yearyear of the Company thereafter, the Company shall provide to each Member a reserve report prepared copy of the consolidated balance sheets and related statements of operations, cash flows and owners’ equity showing the financial position of the Company and its Subsidiaries as of the close of such fiscal year and the consolidated results of their operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year all audited by one or more reservoir engineers acceptable independent public accountants of recognized national standing and accompanied by an opinion of such accountants to the Board effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of Directors;operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP. (vd) Within 30 days before As soon as reasonably practicable after the end of each fiscal quarter, but in any event not later than sixty (60) days after the end of each such fiscal quarter, the Company shall provide to each Member the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, setting forth in each case and in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the budget for the current fiscal year, a consolidated annual budget approved by the Board of Directors (an “Approved Annual Budget”); (vi) Prompt notice after the occurrence of any material eventall in reasonable detail, together with a summary describing the nature certificate of an appropriate officer of the Company. In addition, as soon as reasonably practicable after the end of each fiscal quarter, but in any event and its impact on not later than sixty (60) days after the Company; and (vii) Such other information to the Members entitled to receive information pursuant to this Section 7.1(b) as end of each such Members or their advisors may reasonably request. (c) The obligations of the Company to furnish information pursuant to Section 7.1(b) shall cease upon the consummation of a Qualified IPO. (d) Prior to the consummation of a Qualified IPOfiscal quarter, the Company shall permit any Investor Memberprovide to each Member an operating report reflecting (i) revenue, fuel, emissions and after the consummation of a Qualified IPO, any Investor Member owning at least 7.5% of the outstanding Equity Interests of the IPO Issuer, or their respective representatives, to visit and inspect any of the properties of the Company or any Subsidiaries, including its books of account and other records (and make copies of and take extracts from such books and records), and to discuss all aspects of its business, affairs, finances, and accounts with operating data for the Company’s officers and the Independent Auditor, all at such reasonable times during the Company’s usual business hours and as often as any such person may reasonably request and to consult with and advise management of the Company, upon reasonable notice at reasonable times from time to time, on all matters relating to the operation of the Company; and, to the extent the Company is required by law or pursuant to the terms of any outstanding Indebtedness of the Company to prepare the reports described in Section 7.1(b)(i), (ii) the actual level of dispatch, capacity factors or similar operating and performance data for the Company, (iii) a summary of the operating and maintenance costs and improvement costs incurred during such fiscal quarter and (iv) management discussion of operating performance for the Company, all certified by an appropriate officer of the Company. (e) The Company shall provide to each Member, concurrently with delivery under Section 7.03 of the Credit Agreement to the Lenders (as defined in the Credit Agreement), such information as required to be delivered by the Company to the Lenders under Sections 7.03(a), (f), (g), (i), (j), (k), (m) and (o). (f) The Company shall hold conference calls with the Members once within a reasonable period of time after delivery of financial statements for the fiscal quarter of the Company ending June 30, 2015, (ii) once within a reasonable period of time after delivery of financial statements for the fiscal year of the Company ending December 31, 2015 and (iii)) within a reasonable period of time after delivery of financial statements for any other fiscal year, once during such fiscal year thereafter, in each case during normal business hours upon reasonable prior notice to the Members, to discuss the status of the business and the affairs, finances and accounts of the Company and its Subsidiaries. (g) The Company shall make the information and reports to be provided pursuant to Sections 8.1(c) through 8.1(e) available to the Members and potential Transferees of a Member’s Shares, which access shall be provided by posting such information and reports on an online data system, such as intralinks, with a ‘click- through’ confidentiality agreement. In addition, the Company shall deliver or make establish and maintain a separate online data system, such as intralinks, with a ‘click-through’ confidentiality agreement, which shall be available to each such person the Members and any annual reports, quarterly reportspotential Transferees of a Member’s Shares, and other periodic reports on which, at the written request of any 10% Member, the Company will promptly post any material non-public information that is in the possession of any 10% Member due to such 10% Member’s right to designate a Manager pursuant to Section 13 5.3(a) or 15(d) of the Exchange Act actually prepared by the Company as soon as publicly availableBoard Observer pursuant to Section 5.11; provided, however, that if the material non-public information is related to any significant transaction of the Company (or any of its Subsidiaries), the Company shall only be obligated to post such reports filed with information if approved by a majority of the Securities and Exchange Commission via disinterested members of the XXXXX database or, until such time as Board of Managers. (h) The current accounting firm of the Company is subject KPMG LLC. The Board of Managers (or a duly authorized committee thereof) shall retain the current accounting firm or select a new accounting firm for the Company annually. Any new accounting firm shall be selected from among the following “big four” nationally recognized accounting firms: KPMG, PriceWaterhouseCoopers, Deloitte & Touche or Ernst & Young. (i) Upon reasonable notice, Members holding at least 3% of the then outstanding Shares (excluding Incentive Shares) shall have the right to reporting under meet with, and have access to, the Exchange Actofficers of the Company and the Company shall, and shall cause its officers and employees to, afford such Member and its representatives reasonable access during normal business hours to the corporate, financial and similar records, reports available to an Investor Member on and documents of the Company’s website shall be deemed , including, without limitation, all books and records, minutes of proceedings, internal management documents, reports of operations, reports of adverse developments, copies of any management letters and communications with Members or Managers, and to have been made available by the Company; provided further, however, that at the Company’s request, permit such person shall execute Member and deliver its representatives to the Company a confidentiality agreement relating to any or all of the matters described in this Section 7.1(d) in a form reasonably acceptable to the Company (in addition to examine such person’s obligations under Section 11.15)documents and make copies thereof.