Common use of Books and Reporting Clause in Contracts

Books and Reporting. A. General Partner shall keep or cause to be kept for the term of the Partnership a complete and accurate set of books and supporting documentation of transactions with respect to the conduct of the Partnership's business and all Partnership information required to be kept pursuant to the Act or any Governmental Authority. The books of the Partnership shall be kept on the accrual basis and shall at all times be maintained at the principal office of the Partnership. Each of the Partners and such Partner's duly authorized representatives shall have the right to examine the books of the Partnership and all other records and information concerning the operation of the Project, from time to time without prior notice during regular business hours provided that such examination shall not unreasonably disrupt or interfere with the Partnership's business or operations. The books, records and banks accounts of the Partnership shall be maintained separate from those of any other Person and in such a manner that it is not costly or difficult to identify or ascertain such assets. All property owned by the Partnership shall be owned by the Partnership in its own name. B. General Partner shall prepare a balance sheet as of the end of each such Fiscal Year and statements of income, Partners' equity, and changes in financial position for such Fiscal Year. Such balance sheet and statements shall be prepared in accordance with GAAP applied consistently with prior periods. In addition, after the first Fiscal Year after the Completion Date, the depreciation schedule for that Fiscal Year and all future Fiscal Years, together with the depreciation worksheet, shall be prepared by General Partner or General Partner's designee and furnished to Investor Limited Partner. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner shall, promptly upon completion of such balance sheet and statements and in any event within 120 days after the end of each Fiscal Year, transmit to Special Limited Partner a copy thereof. In the event the Manager has not timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, the General Partner shall, within 15 days after receipt of such accounting from the Manager, complete such balance sheet and statements and transmit a copy thereof to the Special Limited Partner. If such financial statements are not submitted to Special Limited Partner within 120 days after the end of each Fiscal Year and the Manager has timely performed its obligations to provide an accounting to the Partnership under the Management Agreement or if the Manager has not timely performed its obligations to provide an accounting to the Partnership under the Management Agreement and the General Partner has not submitted such financial statements within 15 days after the accounting is received from the Manager, General Partner shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such submittal is late. At the request of Special Limited Partner, General Partner shall cause the books of the Partnership to be examined in accordance with generally accepted auditing standards as of the end of the Fiscal Year for which such request was received by the Accountants. C. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner or General Partner's designee shall complete the books of the Partnership in such time as to prepare and complete such tax returns and submit them to the Special Limited Partner for its review and approval at least 21 days prior to the date such returns are required to be filed under applicable law. The Special Limited Partner shall notify the General Partner of the completion of its review of such tax returns and any comments or concerns thereon within 14 days of its receipt thereof. In the event there is any dispute as to matters set forth in such tax returns, the General Partner and the Special Limited Partner shall, within 5 days after receipt by the General Partner of such timely notification by the Special Limited Partner, resolve such comments and concerns, as provided in Section 9.3 and applicable law; provided, however, upon the request of Special Limited Partner, the Partnership shall obtain from Special Counsel or the Accountants, an opinion as to the position taken on such tax returns with respect to the matters subject to such disagreement between the General Partner and Special Limited Partner. In the event the Special Limited Partner and the General Partner are unable to resolve Special Limited Partner's comments and concerns with respect to such tax returns and/or obtain an opinion thereon as provided in this Section 9.1C prior to the date such returns are required to be filed under applicable law or, the Manager has failed to perform its obligation to provide an accounting to the Partnership under the Management Agreement in a timely manner, the General Partner shall file an extension with the applicable Governmental Authority with respect to such tax returns to allow the parties sufficient time to (i) obtain the requisite information from the Manager to prepare such returns or (ii) resolve such comments and concerns and/or obtain such opinion with respect thereto. In any event, General Partner shall cause such tax returns to be filed within the time periods required by law (including extensions as provided in this Section 9.1C), forward copies of such tax returns to the Special Limited Partner for its review and comment as provided in this Section 9.1(C) no later than 21 days prior to the date such returns are required to be filed, and shall immediately upon the filing thereof transmit to the Limited Partners a copy of the complete federal Partnership tax return (i.e., Form 1065 and all accompanying schedules, including Form K-l) and all state income tax returns. In the event that any such items will not be delivered within the time limits set forth herein and the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner shall immediately notify the Limited Partners, shall furnish the Limited Partners with copies of any extensions, and shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such delivery is late. D. The reports and estimates described in this Section 9.1 shall clearly indicate the methods under which they were prepared and shall be made at the expense of the Partnership. E. General Partner shall provide Special Limited Partner with a copy of the Operating Projection received from the Manager within 10 days after receipt of same. F. General Partner shall send to Special Limited Partner no later than 10 days following receipt by General Partner of the monthly accounting from the Manager under the Management Agreement a financial report providing the following information (which need not be audited): (i) a balance sheet of the Partnership as of the end of such month; and (ii) a statement of income of the Partnership for such month. G. During the Initial Operating Period, no later than 90 days following the end of each Fiscal Year, General Partner shall deliver to Special Limited Partner a balance sheet and statement of income for General Partner and its parent HRI, prepared in accordance with GAAP, dated as of end of such Fiscal Year, which balance sheet must show a combined net worth equal to or greater than $4,000,000.00. H. With the Consent of the Investor Limited Partner, General Partner may from time to time change the Accountants for the Partnership to another firm of certified independent accountants; provided, however, that prior to any such change General Partner shall have delivered to Special Limited Partner a certificate as to whether such change has been brought about as a direct or indirect result of any dispute over Partnership accounting practices and procedures.

Books and Reporting. A. General Partner (a) The Manager shall keep or cause to be kept for the term of the Partnership a complete and accurate set of books and supporting documentation of transactions with respect to the conduct of the Partnership's business and all Partnership information required to be kept pursuant to the Act or any Governmental AuthorityCompany’s business. The books of the Partnership Company Indiana Residential Nominee Services, LLC Amended & Restated Operating Agreement February 15, 2007 shall be kept on such basis as may be determined by the accrual basis Manager and shall at all times be maintained at the principal office of the PartnershipCompany or at such other location as the Manager may determine. Each of the Partners Members and such Partner's their duly authorized representatives shall have the right to examine the books of the Partnership Company and all other records and information concerning the operation of the ProjectProperty at reasonable times. (b) The Manager shall determine and prepare or cause to be prepared a balance sheet, from time statement of profit and loss, statement of receipts and disbursements including its best estimate of Cash Flow available for distribution to time without prior notice during regular business hours provided that such examination shall not unreasonably disrupt the Members, statement of surplus (or interfere deficit) cash, statement of loans payable and any other statements it deems necessary to comply with the Partnership's business or operationsrequirements of this Agreement. The books, records and banks accounts of the Partnership shall be maintained separate from those of any other Person and in such a manner that it is not costly or difficult to identify or ascertain such assets. All property owned by the Partnership shall be owned by the Partnership in its own name. B. General Partner shall prepare a balance sheet as of the end of each such Fiscal Year and statements of income, Partners' equity, and changes in financial position for such Fiscal Year. Such Said balance sheet and statements statement of profit and loss shall be prepared in accordance with GAAP generally accepted accounting principles applied consistently with prior periods. In additionAs a note to the statement of loans payable, after there shall be included a schedule of all loans to the first Fiscal Year after Company from Affiliates or any other party, setting forth the Completion Datesection of this Agreement under which such debt was incurred, and the depreciation purpose for which such loan was applied by the Company. Such schedule for shall demonstrate that Fiscal Year loans have been made, used, carried on the books of the Company (and all future Fiscal Yearsrepaid, together if applicable) in accordance with the depreciation worksheet, provisions of this Agreement. The Manager shall be prepared by General Partner or General Partner's designee and furnished to Investor Limited Partner. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner shall, promptly upon completion preparation or receipt of such balance sheet and statements and in any event within 120 105 days after the end of each Fiscal Yearfiscal year, transmit to Special Limited Partner all Members a copy thereof. In The Manager shall cause the event Auditors to prepare the federal and state income tax returns of the Company and the Manager has not timely performed its obligation shall use reasonable efforts to provide an accounting cause such Auditors to the Partnership under the Management Agreement, the General Partner shall, prepare such tax returns within 15 days after receipt of such accounting from the Manager, complete such balance sheet and statements and transmit a copy thereof to the Special Limited Partner. If such financial statements are not submitted to Special Limited Partner within 120 105 days after the end of each Fiscal Year and the Manager has timely performed its obligations to provide an accounting to the Partnership under the Management Agreement or if the Manager has not timely performed its obligations to provide an accounting to the Partnership under the Management Agreement and the General Partner has not submitted such financial statements within 15 days after the accounting is received from the Manager, General Partner shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such submittal is late. At the request of Special Limited Partner, General Partner shall cause the books of the Partnership to be examined in accordance with generally accepted auditing standards as of the end of the Fiscal Year for which such request was received by the Accountants. C. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner or General Partner's designee shall complete the books of the Partnership in such time as to prepare and complete such tax returns and submit them to the Special Limited Partner for its review and approval at least 21 days prior to the date such returns are required to be filed under applicable lawfiscal year. The Special Limited Partner shall notify the General Partner of the completion of its review of such tax returns and any comments or concerns thereon within 14 days of its receipt thereof. In the event there is any dispute as to matters set forth in such tax returns, the General Partner and the Special Limited Partner shall, within 5 days after receipt by the General Partner of such timely notification by the Special Limited Partner, resolve such comments and concerns, as provided in Section 9.3 and applicable law; provided, however, upon the request of Special Limited Partner, the Partnership shall obtain from Special Counsel or the Accountants, an opinion as to the position taken on such tax returns with respect to the matters subject to such disagreement between the General Partner and Special Limited Partner. In the event the Special Limited Partner and the General Partner are unable to resolve Special Limited Partner's comments and concerns with respect to such tax returns and/or obtain an opinion thereon as provided in this Section 9.1C prior to the date such returns are required to be filed under applicable law or, the Manager has failed to perform its obligation to provide an accounting to the Partnership under the Management Agreement in a timely manner, the General Partner shall file an extension with the applicable Governmental Authority with respect to such tax returns to allow the parties sufficient time to (i) obtain the requisite information from the Manager to prepare such returns or (ii) resolve such comments and concerns and/or obtain such opinion with respect thereto. In any event, General Partner shall cause such tax returns to be filed within the time periods required by law (including extensions as provided in this Section 9.1C), forward copies of such tax returns to the Special Limited Partner for its review and comment as provided in this Section 9.1(C) no later than 21 days prior to the date such returns are required to be filed, on a timely basis and shall immediately upon promptly after the filing thereof transmit to all the Limited Partners Members a copy of the complete federal Partnership tax return (i.e., Form 1065 and all accompanying schedules, including Form K-l) and all state income such tax returns. In the event that any such items will not be delivered within the time limits set forth herein and the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner shall immediately notify the Limited Partners, shall furnish the Limited Partners with copies of any extensions, and shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such delivery is late. D. The Such reports and estimates described in this Section 9.1 shall clearly indicate the methods under which they were prepared prepared, and shall be made at the expense of the PartnershipCompany. E. General Partner shall provide Special Limited Partner with a copy of the Operating Projection received from the Manager within 10 days after receipt of same. F. General Partner shall send to Special Limited Partner no later than 10 days following receipt by General Partner of the monthly accounting from the Manager under the Management Agreement a financial report providing the following information (which need not be audited): (i) a balance sheet of the Partnership as of the end of such month; and (ii) a statement of income of the Partnership for such month. G. During the Initial Operating Period, no later than 90 days following the end of each Fiscal Year, General Partner shall deliver to Special Limited Partner a balance sheet and statement of income for General Partner and its parent HRI, prepared in accordance with GAAP, dated as of end of such Fiscal Year, which balance sheet must show a combined net worth equal to or greater than $4,000,000.00. H. With the Consent of the Investor Limited Partner, General Partner may from time to time change the Accountants for the Partnership to another firm of certified independent accountants; provided, however, that prior to any such change General Partner shall have delivered to Special Limited Partner a certificate as to whether such change has been brought about as a direct or indirect result of any dispute over Partnership accounting practices and procedures.

Books and Reporting. A. General Partner The Managing Member shall keep maintain or cause to be kept maintained for the term of the Partnership Company a complete and accurate set of books and supporting documentation of transactions with respect to the conduct of the Partnership's business and all Partnership information required to be kept pursuant to the Act or any Governmental AuthorityCompany’s business. The books of the Partnership Company shall be kept on the accrual basis and shall at all times be maintained at the principal office of the PartnershipCompany. Each of the Partners Member and such Partner's its duly authorized representatives shall have the right to examine the books of the Partnership Company and all other records and information concerning the operation of the Project, Property from time to time without prior notice during regular business hours provided that such examination shall not unreasonably disrupt or interfere with the Partnership's Company’s business or operations. The books, records operations and banks accounts the costs of the Partnership such examination shall be maintained separate from those of any other Person and in such a manner that it is not costly or difficult to identify or ascertain such assets. All property owned borne by the Partnership shall be owned by the Partnership in its own nameexamining Member. B. General Partner The books of the Company shall be examined in accordance with generally accepted auditing standards annually as of the end of each Fiscal Year of the Company by the Accountants. The Managing Member shall determine and prepare a balance sheet as of the end of each such Fiscal Year and statements of income, Partners' equity, members’ equity and changes in financial position for such Fiscal Year. Such balance sheet and statements shall be accompanied by the opinion of the Accountants that such balance sheet and statements have been prepared in accordance with GAAP and the Uniform System of Accounts applied consistently with prior periods. In addition, after identifying any matters to which the first Fiscal Year after Accountants take exception and stating, to the Completion Dateextent practicable, the depreciation effect of each such exception on such financial statements. As a note to such financial statements, the Managing Member shall prepare (or shall cause to have prepared) a schedule of all loans to the Company, setting forth the section of this Agreement under which such debt was incurred and the purpose for which such loan was applied by the Company and such schedule will be reviewed by the Accountants. Such schedule shall demonstrate that Fiscal Year loans have been made, used, carried on the books of the Company (and all future Fiscal Yearsrepaid, together if applicable) in accordance with the depreciation worksheet, shall be prepared by General Partner or General Partner's designee and furnished to Investor Limited Partnerprovisions of this Agreement. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner The Managing Member shall, promptly upon completion receipt of such balance sheet and statements and in any event within 120 one hundred twenty (120) days after the end of each Fiscal Year, transmit to Special Limited Partner the Investor Member a copy thereof. In the event the Manager has not timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, the General Partner shall, within 15 days after receipt of such accounting from the Manager, complete such balance sheet and statements and transmit a copy thereof to the Special Limited Partner. If such financial statements are not submitted to Special Limited Partner within 120 days after the end of each Fiscal Year and the Manager has timely performed its obligations to provide an accounting to the Partnership under the Management Agreement or if the Manager has not timely performed its obligations to provide an accounting to the Partnership under the Management Agreement and the General Partner has not submitted such financial statements within 15 days after the accounting is received from the Manager, General Partner shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such submittal is late. At the request of Special Limited Partner, General Partner shall cause the books of the Partnership to be examined in accordance with generally accepted auditing standards as of the end of the Fiscal Year for which such request was received by the Accountants. C. Provided that The Accountants also shall review and sign the Manager has timely performed its obligation to provide an accounting federal and state income tax returns of the Company. Subject to the Partnership under provisions of the Management Agreementlast sentence of Section 9.1B, General Partner the Managing Member or General Partner's its designee shall complete the books of the Partnership Company in such time as will allow the Accountants to prepare and complete such tax returns and submit them to within one hundred twenty (120) days after the Special Limited Partner for its review and approval at least 21 days prior to the date end of such returns are required to be filed under applicable lawFiscal Year. The Special Limited Partner shall notify the General Partner of the completion of its review of such tax returns and any comments or concerns thereon within 14 days of its receipt thereof. In the event there is any dispute as to matters set forth in such tax returns, the General Partner and the Special Limited Partner shall, within 5 days after receipt by the General Partner of such timely notification by the Special Limited Partner, resolve such comments and concerns, as provided in Section 9.3 and applicable law; provided, however, upon the request of Special Limited Partner, the Partnership shall obtain from Special Counsel or the Accountants, an opinion as to the position taken on such tax returns with respect to the matters subject to such disagreement between the General Partner and Special Limited Partner. In the event the Special Limited Partner and the General Partner are unable to resolve Special Limited Partner's comments and concerns with respect to such tax returns and/or obtain an opinion thereon as provided in this Section 9.1C prior to the date such returns are required to be filed under applicable law or, the Manager has failed to perform its obligation to provide an accounting to the Partnership under the Management Agreement in a timely manner, the General Partner shall file an extension with the applicable Governmental Authority with respect to such tax returns to allow the parties sufficient time to (i) obtain the requisite information from the Manager to prepare such returns or (ii) resolve such comments and concerns and/or obtain such opinion with respect thereto. In any event, General Partner Managing Member shall cause such tax returns to be filed within the such time periods required by law (including extensions as provided in this Section 9.1C), forward copies of such tax returns to the Special Limited Partner for its review and comment as provided in this Section 9.1(C) no later than 21 days prior to the date such returns are required to be filed, and shall immediately upon the filing thereof transmit to the Limited Partners Investor Member a copy of the complete federal Partnership Company tax return (i.e., Form 1065 and all accompanying schedules, including Form K-lSchedule K-1) and all state income tax returns. If the Managing Member fails to complete such tax returns and to transmit such tax returns and Schedule K-l to the Investor Member within one hundred twenty (120) days after the end of such Fiscal Year, the Managing Member shall be subject to a penalty of $200 for each day such tax returns and Schedule K-l are delayed beyond such 120-day period, which penalty shall be paid to the Investor Member within 10 days following the delivery of such returns and Schedule K-l; provided, however, such penalty shall be waived if the delay is solely caused by the Accountants. Unless and until such tax returns and Schedule K-1 are delivered to the Investor Member, the Managing Member and its Affiliates other than the Hotel Manager shall not be entitled to receive any Distributions or fees to which they may otherwise be entitled under Section 6 hereof, and the Investor Member shall not be required to pay any additional Installment of its Capital Contribution. Such Distributions and payments of fees and the obligation of the Investor Member to pay any additional Installment of its Capital Contribution shall be restored and allowed only upon the delivery to the Investor Member of such tax returns and Schedule K-l and the payment of the $200 per day penalty described above and any interest or penalties imposed on the Investor Member by the IRS or any other taxing authority as a result of the Managing Member’s failure to deliver such tax returns and Schedule K-l in a timely fashion. In the event that any such items will not be delivered within the time limits set forth herein and herein, the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner Managing Member shall immediately notify the Limited PartnersInvestor Member, and shall furnish the Limited Partners it with copies of any extensions, and shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such delivery is lateextensions relating thereto. D. The reports and estimates described in this Section 9.1 shall clearly indicate the methods under which they were prepared and shall be made at the expense of the PartnershipCompany. E. General Partner If the Managing Member fails to complete such tax returns and submit such Schedule K-1 on a timely basis, the Investor Member may select a firm of accountants who shall provide Special Limited Partner with a copy prepare such returns and Schedule K-1. The Managing Member shall immediately furnish all necessary documentation and other information so as to prepare such tax returns and such Forms K-1 to such accountants. Such firm of accountants shall be paid out of Company funds or, if and to the Operating Projection received from extent that no Company funds are available therefor, by the Manager within 10 days after receipt of sameManaging Member. F. General Partner Annual pro forma operating and capital budgets shall be prepared by the Managing Member and furnished to the Investor Member within ninety (90) days after the beginning of each Fiscal Year. In addition, the Managing Member shall furnish to the Investor Member copies of all operating budgets, capital budgets, monthly or other periodic reports, and financial statements required to be delivered to the Company by the Hotel Manager from time to time pursuant to the provisions of the Hotel Management Agreement. Without limiting the generality of the foregoing, the Managing Member shall furnish, at the time of the delivery of its annual operating budget, projections of income, expenses and Cash Flow for the period covered by such budget. Such projections shall be consistent with the information prepared by the Hotel Manager and with the standards set forth in the Uniform System of Accounts and shall include projections of average daily room rates and occupancy levels. The capital budget furnished by the Managing Member shall contain similar information prepared in a similar manner for all capital expenditures as well as expenses for FF&E. The Managing Member also shall prepare and furnish to the Investor Member an estimate of the Profits and Losses of the Company for federal tax purposes for the current Fiscal Year not later than September 30 of each year. G. The Managing Member shall send to Special Limited Partner the Investor Member no later than 10 45 days following receipt by General Partner the close of the monthly accounting from the Manager under the Management Agreement each calendar quarter a financial report providing the following information (which need not be audited): ): (i) a balance sheet of the Partnership as of at the end of such monthquarter; and (ii) a statement of income for such quarter; (iii) a quarterly financial summary in the form of Exhibit E; and (iv) a report of the Partnership for such month. G. During significant activities of the Initial Operating Period, no later than 90 days following Company during the end of each Fiscal Year, General Partner shall deliver to Special Limited Partner a balance sheet and statement of income for General Partner and its parent HRI, prepared in accordance with GAAP, dated as of end of such Fiscal Year, which balance sheet must show a combined net worth equal to or greater than $4,000,000.00fiscal quarter. H. With the Consent of the Investor Limited Partner, General Partner The Managing Member may from time to time change the Accountants for the Partnership Company to another firm of certified independent accountants; provided, however, that unless both (i) the proposed new Accountants are a firm of nationally recognized standing with substantial experience with projects eligible for the Historic Tax Credit, and (ii) prior to any such change General Partner the Managing Member shall have delivered to Special Limited Partner the Investor Member a certificate as to whether the effect that such change has not been brought about as a direct or indirect result of necessitated by any dispute over Partnership Company accounting practices and procedures, such change in Accountants shall require the Consent of the Investor Member. Notwithstanding the foregoing, the Investor Member hereby agrees that following the last Fiscal Year in which the Company receives Historic Tax Credits, the Managing Member may engage Xxxxx Xxxxxx & Co. LLP of New York, NY as the Company’s Accountants.

Books and Reporting. A. General Partner (a) The Manager shall keep or cause to be kept for the term of the Partnership a complete and accurate set of books and supporting documentation of transactions with respect to the conduct of the Partnership's business and all Partnership information required to be kept pursuant to the Act or any Governmental AuthorityCompany’s business. The books of the Partnership Company shall be kept on such basis as may be determined by the accrual basis Manager and shall at all times be maintained at the principal office of the PartnershipCompany or at such other location as the Manager may determine. Each of the Partners Members and such Partner's their duly authorized representatives shall have the right to examine the Vermont Residential Nominee Services, LLC Amended & Restated Operating Agreement February 16, 2007 books of the Partnership Company and all other records and information concerning the operation of the ProjectProperty at reasonable times. (b) The Manager shall determine and prepare or cause to be prepared a balance sheet, from time statement of profit and loss, statement of receipts and disbursements including its best estimate of Cash Flow available for distribution to time without prior notice during regular business hours provided that such examination shall not unreasonably disrupt the Members, statement of surplus (or interfere deficit) cash, statement of loans payable and any other statements it deems necessary to comply with the Partnership's business or operationsrequirements of this Agreement. The books, records and banks accounts of the Partnership shall be maintained separate from those of any other Person and in such a manner that it is not costly or difficult to identify or ascertain such assets. All property owned by the Partnership shall be owned by the Partnership in its own name. B. General Partner shall prepare a balance sheet as of the end of each such Fiscal Year and statements of income, Partners' equity, and changes in financial position for such Fiscal Year. Such Said balance sheet and statements statement of profit and loss shall be prepared in accordance with GAAP generally accepted accounting principles applied consistently with prior periods. In additionAs a note to the statement of loans payable, after there shall be included a schedule of all loans to the first Fiscal Year after Company from Affiliates or any other party, setting forth the Completion Datesection of this Agreement under which such debt was incurred, and the depreciation purpose for which such loan was applied by the Company. Such schedule for shall demonstrate that Fiscal Year loans have been made, used, carried on the books of the Company (and all future Fiscal Yearsrepaid, together if applicable) in accordance with the depreciation worksheet, provisions of this Agreement. The Manager shall be prepared by General Partner or General Partner's designee and furnished to Investor Limited Partner. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner shall, promptly upon completion preparation or receipt of such balance sheet and statements and in any event within 120 105 days after the end of each Fiscal Yearfiscal year, transmit to Special Limited Partner all Members a copy thereof. In The Manager shall cause the event Auditors to prepare the federal and state income tax returns of the Company and the Manager has not timely performed its obligation shall use reasonable efforts to provide an accounting cause such Auditors to the Partnership under the Management Agreement, the General Partner shall, prepare such tax returns within 15 days after receipt of such accounting from the Manager, complete such balance sheet and statements and transmit a copy thereof to the Special Limited Partner. If such financial statements are not submitted to Special Limited Partner within 120 105 days after the end of each Fiscal Year and the Manager has timely performed its obligations to provide an accounting to the Partnership under the Management Agreement or if the Manager has not timely performed its obligations to provide an accounting to the Partnership under the Management Agreement and the General Partner has not submitted such financial statements within 15 days after the accounting is received from the Manager, General Partner shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such submittal is late. At the request of Special Limited Partner, General Partner shall cause the books of the Partnership to be examined in accordance with generally accepted auditing standards as of the end of the Fiscal Year for which such request was received by the Accountants. C. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner or General Partner's designee shall complete the books of the Partnership in such time as to prepare and complete such tax returns and submit them to the Special Limited Partner for its review and approval at least 21 days prior to the date such returns are required to be filed under applicable lawfiscal year. The Special Limited Partner shall notify the General Partner of the completion of its review of such tax returns and any comments or concerns thereon within 14 days of its receipt thereof. In the event there is any dispute as to matters set forth in such tax returns, the General Partner and the Special Limited Partner shall, within 5 days after receipt by the General Partner of such timely notification by the Special Limited Partner, resolve such comments and concerns, as provided in Section 9.3 and applicable law; provided, however, upon the request of Special Limited Partner, the Partnership shall obtain from Special Counsel or the Accountants, an opinion as to the position taken on such tax returns with respect to the matters subject to such disagreement between the General Partner and Special Limited Partner. In the event the Special Limited Partner and the General Partner are unable to resolve Special Limited Partner's comments and concerns with respect to such tax returns and/or obtain an opinion thereon as provided in this Section 9.1C prior to the date such returns are required to be filed under applicable law or, the Manager has failed to perform its obligation to provide an accounting to the Partnership under the Management Agreement in a timely manner, the General Partner shall file an extension with the applicable Governmental Authority with respect to such tax returns to allow the parties sufficient time to (i) obtain the requisite information from the Manager to prepare such returns or (ii) resolve such comments and concerns and/or obtain such opinion with respect thereto. In any event, General Partner shall cause such tax returns to be filed within the time periods required by law (including extensions as provided in this Section 9.1C), forward copies of such tax returns to the Special Limited Partner for its review and comment as provided in this Section 9.1(C) no later than 21 days prior to the date such returns are required to be filed, on a timely basis and shall immediately upon promptly after the filing thereof transmit to all the Limited Partners Members a copy of the complete federal Partnership tax return (i.e., Form 1065 and all accompanying schedules, including Form K-l) and all state income such tax returns. In the event that any such items will not be delivered within the time limits set forth herein and the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner shall immediately notify the Limited Partners, shall furnish the Limited Partners with copies of any extensions, and shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such delivery is late. D. The Such reports and estimates described in this Section 9.1 shall clearly indicate the methods under which they were prepared and shall be made at the expense of the PartnershipCompany. E. General Partner shall provide Special Limited Partner with a copy of the Operating Projection received from the Manager within 10 days after receipt of same. F. General Partner shall send to Special Limited Partner no later than 10 days following receipt by General Partner of the monthly accounting from the Manager under the Management Agreement a financial report providing the following information (which need not be audited): (i) a balance sheet of the Partnership as of the end of such month; and (ii) a statement of income of the Partnership for such month. G. During the Initial Operating Period, no later than 90 days following the end of each Fiscal Year, General Partner shall deliver to Special Limited Partner a balance sheet and statement of income for General Partner and its parent HRI, prepared in accordance with GAAP, dated as of end of such Fiscal Year, which balance sheet must show a combined net worth equal to or greater than $4,000,000.00. H. With the Consent of the Investor Limited Partner, General Partner may from time to time change the Accountants for the Partnership to another firm of certified independent accountants; provided, however, that prior to any such change General Partner shall have delivered to Special Limited Partner a certificate as to whether such change has been brought about as a direct or indirect result of any dispute over Partnership accounting practices and procedures.

Books and Reporting. A. General Partner (a) The Manager shall keep or cause to be kept for the term of the Partnership a complete and accurate set of books and supporting documentation of transactions with respect to the conduct of the Partnership's business and all Partnership information required to be kept pursuant to the Act or any Governmental AuthorityCompany’s business. The books of the Partnership Company shall be kept on such basis as may be determined by the accrual basis Manager and shall at all times be maintained at the principal office of the PartnershipCompany or at such Massachusetts Residential Nominee Services, LLC Amended & Restated Operating Agreement February 15, 2007 other location as the Manager may determine. Each of the Partners Members and such Partner's their duly authorized representatives shall have the right to examine the books of the Partnership Company and all other records and information concerning the operation of the ProjectProperty at reasonable times. (b) The Manager shall determine and prepare or cause to be prepared a balance sheet, from time statement of profit and loss, statement of receipts and disbursements including its best estimate of Cash Flow available for distribution to time without prior notice during regular business hours provided that such examination shall not unreasonably disrupt the Members, statement of surplus (or interfere deficit) cash, statement of loans payable and any other statements it deems necessary to comply with the Partnership's business or operationsrequirements of this Agreement. The books, records and banks accounts of the Partnership shall be maintained separate from those of any other Person and in such a manner that it is not costly or difficult to identify or ascertain such assets. All property owned by the Partnership shall be owned by the Partnership in its own name. B. General Partner shall prepare a balance sheet as of the end of each such Fiscal Year and statements of income, Partners' equity, and changes in financial position for such Fiscal Year. Such Said balance sheet and statements statement of profit and loss shall be prepared in accordance with GAAP generally accepted accounting principles applied consistently with prior periods. In additionAs a note to the statement of loans payable, after there shall be included a schedule of all loans to the first Fiscal Year after Company from Affiliates or any other party, setting forth the Completion Datesection of this Agreement under which such debt was incurred, and the depreciation purpose for which such loan was applied by the Company. Such schedule for shall demonstrate that Fiscal Year loans have been made, used, carried on the books of the Company (and all future Fiscal Yearsrepaid, together if applicable) in accordance with the depreciation worksheet, provisions of this Agreement. The Manager shall be prepared by General Partner or General Partner's designee and furnished to Investor Limited Partner. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner shall, promptly upon completion preparation or receipt of such balance sheet and statements and in any event within 120 105 days after the end of each Fiscal Yearfiscal year, transmit to Special Limited Partner all Members a copy thereof. In The Manager shall cause the event Auditors to prepare the federal and state income tax returns of the Company and the Manager has not timely performed its obligation shall use reasonable efforts to provide an accounting cause such Auditors to the Partnership under the Management Agreement, the General Partner shall, prepare such tax returns within 15 days after receipt of such accounting from the Manager, complete such balance sheet and statements and transmit a copy thereof to the Special Limited Partner. If such financial statements are not submitted to Special Limited Partner within 120 105 days after the end of each Fiscal Year and the Manager has timely performed its obligations to provide an accounting to the Partnership under the Management Agreement or if the Manager has not timely performed its obligations to provide an accounting to the Partnership under the Management Agreement and the General Partner has not submitted such financial statements within 15 days after the accounting is received from the Manager, General Partner shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such submittal is late. At the request of Special Limited Partner, General Partner shall cause the books of the Partnership to be examined in accordance with generally accepted auditing standards as of the end of the Fiscal Year for which such request was received by the Accountants. C. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner or General Partner's designee shall complete the books of the Partnership in such time as to prepare and complete such tax returns and submit them to the Special Limited Partner for its review and approval at least 21 days prior to the date such returns are required to be filed under applicable lawfiscal year. The Special Limited Partner shall notify the General Partner of the completion of its review of such tax returns and any comments or concerns thereon within 14 days of its receipt thereof. In the event there is any dispute as to matters set forth in such tax returns, the General Partner and the Special Limited Partner shall, within 5 days after receipt by the General Partner of such timely notification by the Special Limited Partner, resolve such comments and concerns, as provided in Section 9.3 and applicable law; provided, however, upon the request of Special Limited Partner, the Partnership shall obtain from Special Counsel or the Accountants, an opinion as to the position taken on such tax returns with respect to the matters subject to such disagreement between the General Partner and Special Limited Partner. In the event the Special Limited Partner and the General Partner are unable to resolve Special Limited Partner's comments and concerns with respect to such tax returns and/or obtain an opinion thereon as provided in this Section 9.1C prior to the date such returns are required to be filed under applicable law or, the Manager has failed to perform its obligation to provide an accounting to the Partnership under the Management Agreement in a timely manner, the General Partner shall file an extension with the applicable Governmental Authority with respect to such tax returns to allow the parties sufficient time to (i) obtain the requisite information from the Manager to prepare such returns or (ii) resolve such comments and concerns and/or obtain such opinion with respect thereto. In any event, General Partner shall cause such tax returns to be filed within the time periods required by law (including extensions as provided in this Section 9.1C), forward copies of such tax returns to the Special Limited Partner for its review and comment as provided in this Section 9.1(C) no later than 21 days prior to the date such returns are required to be filed, on a timely basis and shall immediately upon promptly after the filing thereof transmit to all the Limited Partners Members a copy of the complete federal Partnership tax return (i.e., Form 1065 and all accompanying schedules, including Form K-l) and all state income such tax returns. In the event that any such items will not be delivered within the time limits set forth herein and the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner shall immediately notify the Limited Partners, shall furnish the Limited Partners with copies of any extensions, and shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such delivery is late. D. The Such reports and estimates described in this Section 9.1 shall clearly indicate the methods under which they were prepared prepared, and shall be made at the expense of the PartnershipCompany. E. General Partner shall provide Special Limited Partner with a copy of the Operating Projection received from the Manager within 10 days after receipt of same. F. General Partner shall send to Special Limited Partner no later than 10 days following receipt by General Partner of the monthly accounting from the Manager under the Management Agreement a financial report providing the following information (which need not be audited): (i) a balance sheet of the Partnership as of the end of such month; and (ii) a statement of income of the Partnership for such month. G. During the Initial Operating Period, no later than 90 days following the end of each Fiscal Year, General Partner shall deliver to Special Limited Partner a balance sheet and statement of income for General Partner and its parent HRI, prepared in accordance with GAAP, dated as of end of such Fiscal Year, which balance sheet must show a combined net worth equal to or greater than $4,000,000.00. H. With the Consent of the Investor Limited Partner, General Partner may from time to time change the Accountants for the Partnership to another firm of certified independent accountants; provided, however, that prior to any such change General Partner shall have delivered to Special Limited Partner a certificate as to whether such change has been brought about as a direct or indirect result of any dispute over Partnership accounting practices and procedures.

Books and Reporting. A. The General Partner shall keep or cause to be kept for the term of the Partnership a complete and accurate set of books and supporting documentation of transactions with respect to the conduct of the Partnership's business and all Partnership information required to be kept pursuant to the Act or any Governmental Authoritybusiness. The books of the Partnership shall be kept on the accrual basis and shall at all times be maintained at the principal office of the Partnership. Each of the Partners and such Partner's its duly authorized representatives shall have the right to examine the books of the Partnership and all other records and information concerning the operation of the Project, from time to time without prior notice during regular business hours provided that such examination shall not unreasonably disrupt or interfere with the Partnership's business or operations. . B. The books, records and banks accounts books of the Partnership shall be maintained separate from those examined in accordance with generally accepted auditing standards annually as of any other Person and in such a manner that it is not costly or difficult to identify or ascertain such assets. All property owned the end of each Fiscal Year of the Partnership by the Partnership shall be owned by the Partnership in its own name. B. Accountants. The General Partner shall determine and prepare a balance sheet as of the end of each such Fiscal Year and statements of income, Partnerspartners' equity, equity and changes in financial position for such Fiscal Year. Such Said balance sheet and statements shall be accompanied by the opinion of the Accountants that said balance sheet and statements have been prepared in accordance with GAAP generally accepted accounting principles applied consistently with prior periods, identifying any matters to which the Accountants take exception and stating, to the extent practicable, the effect of each such exception on such financial statements. As a note to such financial statements, the General Partner shall prepare (or shall cause to have prepared) a schedule of all loans to the Partnership, setting forth the section of this Agreement under which such debt was incurred and the purpose for which such loan was applied by the Partnership and such schedule will be reviewed by the Accountants. Such schedule shall demonstrate that loans have been made, used, carried on the books of the Partnership (and repaid, if applicable) in accordance with the provisions of this Agreement. In addition, after the first Fiscal Year in which the Accountants examine the financial statements of the Partnership after the Completion Date, the depreciation schedule for that Fiscal Year and all future Fiscal Years, together with the depreciation worksheet, shall be prepared by the General Partner or General Partner's designee its designee, reviewed by the Accountants and furnished to the Investor Limited Partner. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, The General Partner shall, promptly upon completion receipt of such balance sheet and statements and in any event within 120 sixty (60) days after the end of each Fiscal Year, transmit to Special the Investor Limited Partner a copy thereof. In the event the Manager has not timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, the General Partner shall, within 15 days after receipt of such accounting from the Manager, complete such balance sheet and statements and transmit a copy thereof to the Special Limited Partner. If such financial statements are not submitted to Special Limited Partner within 120 days after the end of each Fiscal Year and the Manager has timely performed its obligations to provide an accounting to the Partnership under the Management Agreement or if the Manager has not timely performed its obligations to provide an accounting to the Partnership under the Management Agreement and the General Partner has not submitted such financial statements within 15 days after the accounting is received from the Manager, General Partner shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such submittal is late. At the request of Special Limited Partner, General Partner shall cause the books of the Partnership to be examined in accordance with generally accepted auditing standards as of the end of the Fiscal Year for which such request was received by the Accountants. C. Provided that The Accountants also shall review and sign the Manager has timely performed its obligation to provide an accounting to federal and state income tax returns of the Partnership under the Management Agreement, Partnership. The General Partner or General Partner's its designee shall complete the books of the Partnership in such time as will allow the Accountants to prepare and complete such tax returns and submit them to within ninety (90) days after the Special Limited Partner for its review and approval at least 21 days prior to the date end of such returns are required to be filed under applicable lawFiscal Year. The Special Limited Partner shall notify the General Partner of the completion of its review of such tax returns and any comments or concerns thereon within 14 days of its receipt thereof. In the event there is any dispute as to matters set forth in such tax returns, the General Partner and the Special Limited Partner shall, within 5 days after receipt by the General Partner of such timely notification by the Special Limited Partner, resolve such comments and concerns, as provided in Section 9.3 and applicable law; provided, however, upon the request of Special Limited Partner, the Partnership shall obtain from Special Counsel or the Accountants, an opinion as to the position taken on such tax returns with respect to the matters subject to such disagreement between the General Partner and Special Limited Partner. In the event the Special Limited Partner and the General Partner are unable to resolve Special Limited Partner's comments and concerns with respect to such tax returns and/or obtain an opinion thereon as provided in this Section 9.1C prior to the date such returns are required to be filed under applicable law or, the Manager has failed to perform its obligation to provide an accounting to the Partnership under the Management Agreement in a timely manner, the General Partner shall file an extension with the applicable Governmental Authority with respect to such tax returns to allow the parties sufficient time to (i) obtain the requisite information from the Manager to prepare such returns or (ii) resolve such comments and concerns and/or obtain such opinion with respect thereto. In any event, General Partner shall cause such tax returns to be filed within the such time periods required by law (including extensions as provided in this Section 9.1C), forward copies of such tax returns to the Special Limited Partner for its review and comment as provided in this Section 9.1(C) no later than 21 days prior to the date such returns are required to be filed, and shall immediately upon the filing thereof transmit to the Investor Limited Partners Partner a copy of the complete federal Partnership tax return (i.e., Form 1065 and all accompanying schedules, including Form K-l) and all state income tax returns. In the event that any such items will not be delivered within the time limits set forth herein and herein, the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner shall immediately notify the Investor Limited PartnersPartner, and shall furnish the Limited Partners it with copies of any extensions, and shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such delivery is late. D. The reports and estimates described in this Section 9.1 shall clearly indicate the methods under which they were prepared and shall be made at the expense of the Partnership. E. An annual pro forma operating budget shall be prepared by the General Partner and furnished to the Investor Limited Partner within ninety (90) days after the beginning of each Fiscal Year. In addition, the General Partner shall provide Special prepare and furnish to the Investor Limited Partner with a copy an estimate of the Operating Projection received from Profits and Losses of the Manager within 10 days after receipt Partnership for Federal tax purposes for the current Fiscal Year not later than September 30 of sameeach year. F. The General Partner shall send to Special the Investor Limited Partner no later than 10 forty-five (45) days following receipt by General Partner the close of the monthly accounting from the Manager under the Management Agreement each calendar quarter a financial report providing the following information (which need not be audited): ): (i) a balance sheet of the Partnership as of at the end of such monthquarter; and (ii) a statement of income of the Partnership for such monthquarter. G. During the Initial Operating Period, no later than 90 days following the end of each Fiscal Year, General Partner shall deliver to Special Limited Partner a balance sheet and statement of income for General Partner and its parent HRI, prepared in accordance with GAAP, dated as of end of such Fiscal Year, which balance sheet must show a combined net worth equal to or greater than $4,000,000.00. H. With the Consent of the Investor Limited Partner, The General Partner may from time to time change the Accountants for the Partnership to another firm of certified independent accountants; provided, however, that unless (i) the proposed new Accountants are a firm of nationally recognized standing, and (ii) prior to any such change the General Partner shall have delivered to Special the Investor Limited Partner a certificate as to whether the effect that such change has not been brought about as a direct or indirect result of any dispute over Partnership accounting practices and procedures, such change in Accountants shall require the Consent of the Investor Limited Partner, which Consent shall not be unreasonably withheld or delayed.

Books and Reporting. A. General Partner (a) The Manager shall keep or cause to be kept for the term of the Partnership a complete and accurate set of books and supporting documentation of transactions with respect to the conduct of the Partnership's business and all Partnership information required to be kept pursuant to the Act or any Governmental AuthorityCompany’s business. The books of the Partnership Company shall be kept on such basis as may be determined by the accrual basis Manager and shall at all times be maintained at the principal office of the PartnershipCompany or at such other location as the Manager may determine. Each of the Partners Members and such Partner's their duly authorized representatives shall have the right to examine the books of the Partnership Company and all other records and information concerning the operation of the ProjectProperty at reasonable times. (b) The Manager shall determine and prepare or cause to be prepared a balance sheet, from time statement of profit and loss, statement of receipts and disbursements including its best estimate of Cash Flow available for distribution to time without prior notice during regular business hours provided that such examination shall not unreasonably disrupt the Members, statement of surplus (or interfere deficit) cash, statement of loans payable and any other statements it deems necessary to comply with the Partnership's business or operationsrequirements of this Agreement. The books, records and banks accounts of the Partnership shall be maintained separate from those of any other Person and in such a manner that it is not costly or difficult to identify or ascertain such assets. All property owned by the Partnership shall be owned by the Partnership in its own name. B. General Partner shall prepare a balance sheet as of the end of each such Fiscal Year and statements of income, Partners' equity, and changes in financial position for such Fiscal Year. Such Said balance sheet and statements statement of profit and loss shall be prepared in accordance with GAAP generally accepted accounting principles applied consistently with prior periods. In additionAs a note to the statement of loans payable, after there shall be included a schedule of all loans to the first Fiscal Year after Company from Affiliates or any other party, setting forth the Completion DateSection of this Agreement under which such debt was incurred, and the depreciation purpose for which such loan was applied by the Company. Such schedule for shall demonstrate that Fiscal Year loans have been made, used, carried on the books of the Company (and all future Fiscal Yearsrepaid, together if applicable) in accordance with the depreciation worksheet, provisions of this Agreement. The Manager shall be prepared by General Partner or General Partner's designee and furnished to Investor Limited Partner. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner shall, promptly upon completion preparation or receipt of such balance sheet and statements and in any event within 120 105 days after the end of each Fiscal Yearfiscal year, transmit to Special Limited Partner all Members a copy thereof. In The Manager shall cause the event Auditors to prepare the federal and state income tax returns of the Company and the Manager has not timely performed its obligation shall use reasonable efforts to provide an accounting cause such Auditors to the Partnership under the Management Agreement, the General Partner shall, prepare such tax returns within 15 days after receipt of such accounting from the Manager, complete such balance sheet and statements and transmit a copy thereof to the Special Limited Partner. If such financial statements are not submitted to Special Limited Partner within 120 105 days after the end of each Fiscal Year and the Manager has timely performed its obligations to provide an accounting to the Partnership under the Management Agreement or if the Manager has not timely performed its obligations to provide an accounting to the Partnership under the Management Agreement and the General Partner has not submitted such financial statements within 15 days after the accounting is received from the Manager, General Partner shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such submittal is late. At the request of Special Limited Partner, General Partner shall cause the books of the Partnership to be examined in accordance with generally accepted auditing standards as of the end of the Fiscal Year for which such request was received by the Accountants. C. Provided that the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management Agreement, General Partner or General Partner's designee shall complete the books of the Partnership in such time as to prepare and complete such tax returns and submit them to the Special Limited Partner for its review and approval at least 21 days prior to the date such returns are required to be filed under applicable lawfiscal year. The Special Limited Partner shall notify the General Partner of the completion of its review of such tax returns and any comments or concerns thereon within 14 days of its receipt thereof. In the event there is any dispute as to matters set forth in such tax returns, the General Partner and the Special Limited Partner shall, within 5 days after receipt by the General Partner of such timely notification by the Special Limited Partner, resolve such comments and concerns, as provided in Section 9.3 and applicable law; provided, however, upon the request of Special Limited Partner, the Partnership shall obtain from Special Counsel or the Accountants, an opinion as to the position taken on such tax returns with respect to the matters subject to such disagreement between the General Partner and Special Limited Partner. In the event the Special Limited Partner and the General Partner are unable to resolve Special Limited Partner's comments and concerns with respect to such tax returns and/or obtain an opinion thereon as provided in this Section 9.1C prior to the date such returns are required to be filed under applicable law or, the Manager has failed to perform its obligation to provide an accounting to the Partnership under the Management Agreement in a timely manner, the General Partner shall file an extension with the applicable Governmental Authority with respect to such tax returns to allow the parties sufficient time to (i) obtain the requisite information from the Manager to prepare such returns or (ii) resolve such comments and concerns and/or obtain such opinion with respect thereto. In any event, General Partner shall cause such tax returns to be filed within the time periods required by law (including extensions as provided in this Section 9.1C), forward copies of such tax returns to the Special Limited Partner for its review and comment as provided in this Section 9.1(C) no later than 21 days prior to the date such returns are required to be filed, on a timely basis and shall immediately upon promptly after the filing thereof transmit to all the Limited Partners Members a copy of the complete federal Partnership tax return (i.e., Form 1065 and all accompanying schedules, including Form K-l) and all state income such tax returns. In the event that any such items will not be delivered within the time limits set forth herein and the Manager has timely performed its obligation to provide an accounting to the Partnership under the Management AgreementMaine Residential Nominee Services, General Partner shall immediately notify the Limited PartnersLLC Amended & Restated Operating Agreement February 15, shall furnish the Limited Partners with copies of any extensions, and shall pay to Investor Limited Partner liquidated damages in the amount of $250 for each day such delivery is late. D. The 2007 Such reports and estimates described in this Section 9.1 shall clearly indicate the methods under which they were prepared prepared, and shall be made at the expense of the PartnershipCompany. E. General Partner shall provide Special Limited Partner with a copy of the Operating Projection received from the Manager within 10 days after receipt of same. F. General Partner shall send to Special Limited Partner no later than 10 days following receipt by General Partner of the monthly accounting from the Manager under the Management Agreement a financial report providing the following information (which need not be audited): (i) a balance sheet of the Partnership as of the end of such month; and (ii) a statement of income of the Partnership for such month. G. During the Initial Operating Period, no later than 90 days following the end of each Fiscal Year, General Partner shall deliver to Special Limited Partner a balance sheet and statement of income for General Partner and its parent HRI, prepared in accordance with GAAP, dated as of end of such Fiscal Year, which balance sheet must show a combined net worth equal to or greater than $4,000,000.00. H. With the Consent of the Investor Limited Partner, General Partner may from time to time change the Accountants for the Partnership to another firm of certified independent accountants; provided, however, that prior to any such change General Partner shall have delivered to Special Limited Partner a certificate as to whether such change has been brought about as a direct or indirect result of any dispute over Partnership accounting practices and procedures.