Common use of Books and Records Reports Clause in Contracts

Books and Records Reports. (a) The Managing Member shall keep or cause to be kept books and records reflecting all of the Company’s activities and transactions and all other information required by law. The books and records shall be kept at the principal place of business of the Company or of Brookfield. Subject to Section 12.3, each Non-Managing Member and its respective agents and representatives shall be afforded access to the Company’s register of Members and the Company’s books and records for inspection and copying and any other purpose reasonably related to such Non-Managing Member’s interest as a non-managing member of the Company, at any reasonable time during regular business hours upon five (5) Business Days’ notice to the Managing Member; provided, however, that any expenses incurred in connection with any such access to the Company’s register of Members and the Company’s books and records shall be expenses of such Non-Managing Member and not of the Company. Each former Non-Managing Member shall also be afforded access to the Company’s register of Members and the Company’s books and records on the same terms to the extent relating to the period during which such former Non-Managing Member was a Non-Managing Member. The Managing Member shall preserve the register of Members and all books and records that it keeps pursuant to this Section 8.1(a) for a period of seven (7) years after the date of termination of the Company. The Company books and records and all original copies of agreements entered into by the Company shall be the property of the Company. (b) The Managing Member shall use its commercially reasonable efforts to furnish or cause to be furnished the following reports to each Non-Managing Member (and to each former Non-Managing Member to the extent relating to the period during which such former Non-Managing Member was a Non-Managing Member): (i) as soon as practicable (but in no event later than ninety (90) days) following the end of each Fiscal Year, a balance sheet of the Company as of the end of such Fiscal Year and statements of operations, changes in Members’ capital and a statement of cash flows of the Company for such Fiscal Year, accompanied by an audited report from an Independent Accounting Firm containing an opinion of such accountants. All such reports shall be prepared in accordance with GAAP; (ii) as soon as practicable (but in no event later than sixty (60) days following the end of each of the first three (3) quarters of each Fiscal Year, a report which shall contain unaudited financial statements with respect to the Company. All such reports shall be prepared in accordance with GAAP (except for the absence of notes to the financial statements and typical year-end adjustments); and (iii) as soon as practicable (but in no event later than ninety (90) days) following the end of each Fiscal Year, (A) in the case of the Investment, a statement of the Fair Market Value (provided, that with respect to any Securities referred to in clauses (a)(i) or (a)(ii) of the definition of “Fair Market Value”, the Fair Market Value thereof shall be determined using the closing price on the last day of the Fiscal Year, or if such day is not a Business Day, the immediately preceding Business Day (rather than the Twenty-One-Day Average VWAP)) of the Investment determined as of the last Business Day of such Fiscal Year, and (B) in the case of any property (other than the Investment) held by the Company during such Fiscal Year, an appropriately qualified third-party independent expert valuation of such property (it being understood valuations of property (other than the Investment) shall be updated only on a triennial basis). Notwithstanding anything to the contrary in this Section 8.1(b), the Managing Member shall have the right to transition the Company’s financial reporting from reporting in accordance with GAAP to reporting in accordance with IFRS. (c) The Managing Member shall use commercially reasonable efforts to send, as soon as possible after the end of each Fiscal Year, but by no later than April 1st of each Fiscal Year, to each Non-Managing Member (or a former Member with respect to the period during which such former Member was a Member) a schedule K-1 and such other information and documents as are necessary to make appropriate tax filings with respect to such Fiscal Year, as requested in writing by the Non-Managing Member or former Non-Managing Member acting reasonably. (d) If requested by a Member (or a former member with respect to the period during which such former member was a Member) in writing, the Managing Member shall use commercially reasonable efforts to provide such Person with such information as such Person may reasonably require for the purpose of discharging its taxation obligations or the taxation obligations of its Affiliates (in any country or jurisdiction) arising out of its investment (or former investment) in the Company. Further, the Managing Member shall use commercially reasonable efforts to obtain the requested information and to provide such information to such Person on a timely basis. The costs incurred by the Company in obtaining and providing such information shall be borne by the Company unless the information is not readily available to the Company from its own records or such Person (in its absolute discretion) agrees otherwise. In the event the costs of obtaining and providing such information are to be borne by the Person requesting the same, the Managing Member shall provide to such Person with a written estimate of the costs to be incurred by the Company to obtain the requested information before commencing to obtain such information.

Books and Records Reports. (a) The Managing Member shall keep or cause to be kept books and records reflecting all of the Company’s activities and transactions and all other information required by law. The books and records shall be kept at the principal place of business of the Company or of Brookfield. Subject to Section 12.3, each Non-Managing Member and its respective agents and representatives shall be afforded access to the Company’s register of Members and the Company’s books and records for inspection and copying and any other purpose reasonably related to such Non-Managing Member’s interest as a non-managing member of the Company, at any reasonable time during regular business hours Business Hours upon five (5) Business Days’ notice to the Managing Member; provided, however, that any expenses incurred in connection with any such access to the Company’s register of Members and the Company’s books and records shall be expenses of such Non-Managing Member and not of the Company. Each former Non-Managing Member shall also be afforded access to the Company’s register of Members and the Company’s books and records on the same terms to the extent relating to the period during which such former Non-Managing Member was a Non-Managing Member. The Managing Member shall preserve the register of Members and all books and records that it keeps pursuant to this Section 8.1(a) for a period of seven (7) years after the date of termination of the Company. The Company books and records and all original copies of agreements entered into by the Company shall be the property of the Company. (b) The Managing Member shall use its commercially reasonable efforts to furnish or cause to be furnished the following reports to each Non-Managing Member (and to each former Non-Managing Member to the extent relating to the period during which such former Non-Managing Member was a Non-Managing Member): (i) as soon as practicable (but in no event later than ninety (90) days) following the end of each Fiscal Year), a balance sheet of the Company as of the end of such Fiscal Year and statements of operations, changes in Members’ capital and a statement of cash flows of the Company for such Fiscal Year, accompanied by an audited report from an Independent Accounting Firm containing an opinion of such accountants. All such reports shall be prepared in accordance with GAAP; (ii) as soon as practicable (but in no event later than sixty (60) days following the end of each of the first three (3) quarters of each Fiscal Year), a report which shall contain unaudited financial statements with respect to the Company. All such reports shall be prepared in accordance with GAAP (except for the absence of notes to the financial statements and typical year-end adjustments); and (iii) as soon as practicable (but in no event later than ninety (90) days) following the end of each Fiscal Year), (A) in the case of the InvestmentSecurities, a statement of the Fair Market Value (provided, that with respect to any Securities referred to in clauses (a)(ii) or (a)(iiii) of the definition of “Fair Market Value”, the Fair Market Value thereof shall be determined using the closing price on the last day of the Fiscal Year, or if such day is not a Business Day, the immediately preceding Business Day (rather than the Twenty-One-Day Average VWAP)) of the Investment Securities determined as of the last Business Day of such Fiscal Year, and (B) in the case of any property (other than the InvestmentSecurities) held by the Company during such Fiscal Year, an appropriately qualified third-party independent expert valuation of such property (it being understood valuations of property (other than the InvestmentSecurities) shall be updated only on a triennial basis). Notwithstanding anything to the contrary in this Section 8.1(b), the Managing Member shall have the right to transition the Company’s financial reporting from reporting in accordance with GAAP to reporting in accordance with IFRS. (c) The Managing Member shall use commercially reasonable efforts to send, as soon as possible after the end of each Fiscal Year, but by no later than April 1st of each Fiscal Year, to each Non-Managing Member (or a former Member with respect to the period during which such former Member was a Member) a schedule K-1 and such other information and documents as are necessary to make appropriate tax filings with respect to such Fiscal Year, as requested in writing by the Non-Managing Member or former Non-Managing Member acting reasonably. (d) If requested by a Member (or a former member with respect to the period during which such former member was a Member) in writing, the Managing Member shall use commercially reasonable efforts to provide such Person with such information as such Person may reasonably require for the purpose of discharging its taxation obligations or the taxation obligations of its Affiliates (in any country or jurisdiction) arising out of its investment (or former investment) in the Company. Further, the Managing Member shall use commercially reasonable efforts to obtain the requested information and to provide such information to such Person on a timely basis. The costs incurred by the Company in obtaining and providing such information shall be borne by the Company unless the information is not readily available to the Company from its own records or such Person (in its absolute discretion) agrees otherwise. In the event the costs of obtaining and providing such information are to be borne by the Person requesting the same, the Managing Member shall provide to such Person with a written estimate of the costs to be incurred by the Company to obtain the requested information before commencing to obtain such information. (e) The Managing Member will notify the Non-Managing Members: (i) Of any proposed vote in respect of the Securities, no less than five (5) Business Days (or a correspondingly shorter time in the event the Company receives less than five (5) Business Days of such vote) prior to the date of the proposed vote (including in such notice how the Managing Member intends to vote); and (ii) Of the net settlement of the GGP Warrants, no less than 120 calendar days prior to the date of the net settlement of the GGP Warrants.

Books and Records Reports. (a) The Managing Member Company shall keep or cause to be kept and maintain full and accurate books of account for the Company in accordance with GAAP consistently applied and records reflecting all in accordance with the terms of the Company’s activities and transactions and all other information required by lawthis Agreement. The Such books and records shall be kept maintained at the principal place of business of the Company or of Brookfield. Subject to Section 12.3, each Non-Managing Member and its respective agents and representatives shall be afforded access to the Company’s register of Members and the Company’s books and records for inspection and copying and any other purpose reasonably related to such Non-Managing Member’s interest as a non-managing member of the Company, at any reasonable time during regular business hours upon five (5) Business Days’ notice to the Managing Member; provided, however, that any expenses incurred in connection with any such access to the Company’s register of Members and the Company’s books and records shall be expenses of such Non-Managing Member and not of the Company. Each former Non-Managing Member shall also be afforded access to the Company’s register of Members and the Company’s books and records on the same terms to the extent relating to the period during which such former Non-Managing Member was a Non-Managing Member. The Managing Member shall preserve the register of Members and all books and records that it keeps pursuant to this Section 8.1(a) for a period of seven (7) years after the date of termination of the Company. The Company books and records and all original copies of agreements entered into by the Company shall be the property office of the Company. (b) The Managing Member shall use its commercially reasonable efforts to furnish or cause to be furnished Except as would be, upon the following reports to each Non-Managing Member (and to each former Non-Managing Member to the extent relating to the period during which such former Non-Managing Member was a Non-Managing Member): (i) as soon as practicable (but in no event later than ninety (90) days) following the end advice of each Fiscal Year, a balance sheet of the Company as of the end of such Fiscal Year and statements of operations, changes in Members’ capital and a statement of cash flows of the Company for such Fiscal Year, accompanied by an audited report from an Independent Accounting Firm containing an opinion of such accountants. All such reports shall be prepared in accordance with GAAP; (ii) as soon as practicable (but in no event later than sixty (60) days following the end of each of the first three (3) quarters of each Fiscal Year, a report which shall contain unaudited financial statements with respect outside counsel to the Company. All such reports shall be prepared in accordance with GAAP (except for the absence of notes , necessary or appropriate to preserve attorney-client, work product or similar legal privileges to the financial statements and typical year-end adjustments); and (iii) as soon as practicable (but in no event later than ninety (90) days) following the end of each Fiscal Year, (A) in the case of the Investment, a statement of the Fair Market Value (provided, that Company or to comply with respect confidentiality obligations to any Securities referred to in clauses (a)(i) or (a)(ii) of the definition of “Fair Market Value”, the Fair Market Value thereof shall be determined using the closing price on the last day of the Fiscal Year, or if such day is not a Business Day, the immediately preceding Business Day (rather than the Twenty-One-Day Average VWAP)) of the Investment determined as of the last Business Day of such Fiscal Year, and (B) in the case of any property (other than the Investment) held by which the Company during such Fiscal Yearis subject, an appropriately qualified third-party independent expert valuation of such property (it being understood valuations of property (other than the Investment) shall be updated only on a triennial basis). Notwithstanding anything to the contrary in this Section 8.1(b), the Managing each Member shall have the right right, upon reasonable advance notice and at all reasonable times during normal business hours, for any purpose reasonably related to transition such Member’s Membership Units, to inspect the properties of the Company and to audit, examine and make copies of the books of account and other records of the Company. Such right may be exercised through any agent or employee of such Member designated in writing by it or by an independent public accountant, engineer, attorney or other consultant so designated. All costs and expenses incurred in any inspection, examination or audit made on such Member’s financial reporting from reporting in accordance with GAAP to reporting in accordance with IFRSbehalf shall be borne by such Member. (c) The Managing Company shall also provide such other information as a Member shall use commercially reasonable efforts requests in connection with inquiries, investigations, actions and/or proceedings related to sendsuch Member (or its Affiliates) or otherwise in order for such Member (or its Affiliates) to comply with any applicable Law, as soon as possible after provided, that: (i) the end copies of each Fiscal Year, but the books and records of the Company provided to the requesting Member in accordance with this Section 8.1(c) may be provided to other Members if such information is determined by no later than April 1st of each Fiscal Year, to each Non-the Managing Member (or a former in the exercise of its reasonable discretion) to be of general application to all Members; and (i) the requesting Member with respect to the period during which such former Member was a Member) a schedule K-1 and such other information and documents as are necessary to make appropriate tax filings with respect to such Fiscal Yearshall, as requested in writing upon request by the Non-Managing Member or former Non-Managing Member acting reasonablyCompany, reimburse the Company for the costs incurred by it in making any copies of the books and records of the Company pursuant to this Section 8.1(c). (d) If requested by a Member (or a former member The Members shall be entitled to all information rights with respect to Bruin Purchaser set forth in section 7.1 of the period during which such former member was a Member) in writingBruin Purchaser Company Agreement as if the Members were members of Bruin Purchaser, the Managing Member shall use commercially reasonable efforts to provide such Person with such information as such Person may reasonably require for the purpose of discharging its taxation obligations or the taxation obligations of its Affiliates (in any country or jurisdiction) arising out of its investment (or former investment) in the Company. Further, the Managing Member shall use commercially reasonable efforts to obtain the requested information and to provide such information to such Person on a timely basis. The costs incurred by the Company in obtaining and providing such information shall be borne by the Company unless the information is not readily available to the Company from its own records or such Person (in its absolute discretion) agrees otherwise. In the event the costs of obtaining and providing such information are to be borne by the Person requesting the same, the Managing Member shall provide notice to the Members of such Person information in such capacity in accordance with a written estimate of the costs to be incurred by the Company to obtain the requested information before commencing to obtain such informationterms herein.