Common use of General Accounting Matters; Books and Records Clause in Contracts

General Accounting Matters; Books and Records. (a) Allocations of items of income, gain, loss and deduction and corresponding tax allocations pursuant to Article X shall be made by the Tax Matters Member (as defined in Section 11.2) at the end of each Fiscal Year. (b) Except as otherwise provided herein, all determinations, valuations and other matters of judgment required to be made for accounting and tax purposes under this Agreement shall be made by the Tax Matters Member or any officer designated by the Tax Matters Member in a reasonable manner in accordance with any applicable provisions of this Agreement. (c) The Company shall, through the Company’s accountants or otherwise, maintain in a manner customary and consistent with GAAP, a comprehensive system of office records, books and accounts (which records, books and accounts shall be and remain the property of the Company) in which shall be entered fully and accurately each and every financial transaction with respect to the ownership and operation of the Company Assets. The Company shall cause financial statements and income tax returns to be prepared at the expense of the Company or its Subsidiaries as required by Section 11.1(e) below. Such books and records of account shall be prepared by the Company’s accountants (unless otherwise determined by the Management Council) and maintained at the principal place of business of the Company or at such other place or places as may from time to time be determined by the Management Council. Each Member or its duly authorized representative shall have the right to inspect, examine and copy, such books and records of account at the Company’s principal office during reasonable business hours. (d) The books of the Company shall be kept on an accrual basis in accordance with GAAP and on a tax basis in accordance with United States tax requirements. (e) Within 30 calendar days after the end of each fiscal quarter, the Company shall prepare and furnish to each Member the following reports, each prepared on a GAAP basis for such fiscal quarter and year-to-date period: (i) an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries, (ii) an unaudited consolidated income statement of the Company and its consolidated Subsidiaries, (iii) an unaudited consolidated statement of cash flows, (iv) an unaudited consolidated statement of each Member’s Capital Account, (v) a status report of the activities of the Company and its Subsidiaries during such fiscal quarter, including summary descriptions of additions to and dispositions of the Company Assets during such fiscal quarter, if any, and (vi) any Company budgets and explanations of material variances from actual results. (f) Within 50 calendar days after the end of each fiscal year, the Company shall prepare and furnish to each Member the following reports, each prepared on a GAAP basis for such fiscal year period: (i) an audited consolidated balance sheet of the Company and its consolidated Subsidiaries, (ii) an audited consolidated income statement of the Company and its consolidated Subsidiaries, (iii) an audited consolidated statement of cash flows, and (iv) an audited consolidated statement of each Member’s Capital Account. (g) From time to time, the Company will provide to the Members any other financial or tax information regarding the Company reasonably requested by a Member (or its Affiliates and designees), including, without limitation, (A) book and tax basis information for the Company’s assets sufficient to allow a Member to satisfy its own obligations and make own computations, allocations and adjustments under Code Sections 704(b), 704(c) and 754 and (B) access to the service providers (including the Company Accountant) of the Company and its Subsidiaries. (h) When requested, the Tax Matters Member or any officer designated by the Tax Matters Member shall cause to be prepared a reasonable estimate of the taxable income of the Company. All schedules of book income shall be prepared on a GAAP basis. As soon as practicable after the end of each Fiscal Year, the Tax Matters Member or any officer designated by the Tax Matters Member will cause to be prepared and delivered to each Member a report setting forth in sufficient detail all such additional information and data with respect to business transactions effected by or involving the Company during the Fiscal Year as will enable the Company and each Member to timely prepare its federal, state and local income tax returns in accordance with applicable Laws, rules and regulations. (i) The Company may prepare such additional financial reports and other information as the Board may determine are appropriate. (j) Subject to the provisions of Section 4.7(a), all decisions as to accounting principles shall be made by the Board, subject to the provisions of this Agreement, including Section 11.2. (k) Subject to the provisions of Section 4.7(a), the Company shall retain as the auditor of the Company and to provide accounting services a nationally-recognized accounting firm or firms selected by the Board (the “Company Accountant”). The fees and expenses of the Company Accountant shall be an expense of the Company or its Subsidiaries.

General Accounting Matters; Books and Records. (a) Allocations of items of income, gain, loss and deduction and corresponding tax allocations Net Income (Loss) pursuant to Article X Section 7.4 shall be made by or under the Tax Matters reasonable direction of the Managing Member (as defined in Section 11.2) at the end of each Fiscal Year. (b) Except as otherwise provided herein, all determinations, valuations and other matters of judgment required to be made for accounting and tax purposes under this Agreement shall be made by or under the Tax Matters Member or any officer designated by reasonable direction of the Tax Matters Managing Member in a reasonable manner in accordance after consultation with any applicable provisions of this Agreementthe Alter Member. (c) The Chief Executive Officer shall cause the Company shall, through the Company’s 's accountants or otherwiseto maintain, maintain at the expense of the Company, in a manner customary and consistent with GAAPgood accounting principles, practices and procedures, a comprehensive system of office records, books and accounts (which records, books and accounts shall be and remain the property of the Company) in which shall be entered fully and accurately each and every financial transaction with respect to the ownership and operation of the Company Assets. Bills, receipts and vouchers shall be maintained on file by the Company. Said books and accounts shall be maintained in a safe manner and separate from any records not having to do directly with the Company or any Company Assets. The Company Chief Executive Officer shall cause financial audits to be performed and audited statements and income tax returns to be prepared at the expense of the Company or its Subsidiaries as required by Section 11.1(e7.1(e) below. Such books and records of account shall be prepared by the Company’s 's accountants (unless otherwise determined by the Management Council) and maintained at the principal place of business of the Company or at such other place or places as may from time to time be determined by the Management CouncilVoting Members. Each Member or its duly authorized representative shall have the right to inspect, examine and copy, copy such books and records of account at the Company’s principal 's office during reasonable business hours. A reasonable charge (approximating the cost thereof) for copying books and records may be charged by the Company. (d) The books of the Company shall be kept on an the accrual basis in accordance with GAAP and on a tax basis (in accordance with United States tax requirements) and the Company shall report its operations for tax purposes on the accrual method, provided that the Company shall not be required to keep separate books on a tax basis as long as the books that are maintained on a GAAP basis are sufficient to permit the Chief Executive Officer to make all quarterly tax adjustments and to prepare all of the reports described in Section 7.1(e). (ei) Within 30 The Chief Executive Officer will prepare, or will cause the Company Accountant to prepare, at the expense of the Company, and furnish to each Member within 21 calendar days after the end of each fiscal quarter of the Company (unless, except in the case of clause (E) which shall be required for every fiscal quarter, the Company shall prepare and furnish to each Member the following reports, each prepared on a GAAP basis for such fiscal quarter and year-to-date period: is the last fiscal quarter of any fiscal year of the Company) (iA) an unaudited consolidated balance sheet of the Company and its consolidated Subsidiariesdated as of the end of such fiscal quarter, (iiB) an unaudited consolidated related income statement of the Company and its consolidated Subsidiariesfor such fiscal quarter, (iiiC) an unaudited consolidated statement of cash flows, (iv) an unaudited consolidated statement of each Member’s Capital Account's capital account for such 44 40 fiscal quarter, (vD) an unaudited statement of cash flows for such fiscal quarter, and (E) a status report of the Company's activities of the Company and its Subsidiaries during such fiscal quarter, including summary descriptions of additions to to, dispositions of and dispositions leasing and occupancy of the Company Assets during such fiscal quarter, if anyall of which shall be certified by the Chief Executive Officer as being, to the best of his knowledge, true and (vi) any Company budgets and explanations of material variances from actual resultscorrect. (fii) Within 50 The Chief Executive Officer will prepare, or will cause the Company Accountant to prepare, at the expense of the Company, and furnish to each Member within 30 calendar days after the end of each fiscal yearFiscal Year, the final audited amount of net income of the Company shall prepare and furnish to for such Fiscal Year and, within 30 calendar days after the end of each Member Fiscal Year (1) an audited balance sheet of the following reportsCompany prepared on a GAAP basis dated as of the end of such Fiscal Year, each (2) an audited related income statement of the Company prepared on a GAAP basis for such fiscal year period: Fiscal Year, (i3) an audited consolidated balance sheet statement of the Company cash flows for such Fiscal Year and its consolidated Subsidiaries, (ii4) an audited consolidated income statement of the Company and its consolidated Subsidiaries, (iii) an audited consolidated statement of cash flows, and (iv) an audited consolidated statement of each Member’s 's Capital AccountAccount for such Fiscal Year, all of which shall be certified by the Chief Executive Officer as being, to the best of its knowledge, true and correct and all of which shall be certified in the customary manner by the Company Accountant (which firm shall provide such balance sheet, income statement and statement of Capital Account in draft form to the Members for review prior to finalization and certification thereof). (giii) From time The Chief Executive Officer will furnish to timeeach Member, at the Company will provide to the Members any other financial or tax information regarding the Company reasonably requested by a Member (or its Affiliates and designees), including, without limitation, (A) book and tax basis information for expense of the Company’s assets sufficient , copies of all reports required to allow a Member be furnished to satisfy its own obligations and make own computations, allocations and adjustments under Code Sections 704(b), 704(c) and 754 and (B) access to the service providers (including the Company Accountant) any lender of the Company and its SubsidiariesCompany. (hiv) When requested, the Tax Matters Member or any officer designated by the Tax Matters Member Company Accountant shall cause to be prepared prepare a reasonable estimate of the taxable income of the Company. All schedules of book income shall be prepared on a GAAP basis. As soon as practicable Promptly after the end of each Fiscal Year, the Tax Matters Member or any officer designated by Chief Executive Officer will use reasonable efforts to cause the Tax Matters Member will cause Company Accountant to be prepared prepare and delivered deliver to each Member a report setting forth in sufficient detail all such additional information and data with respect to business transactions transaction effected by or involving the Company during the Fiscal Year as will enable the Company and each Member to timely prepare its federal, state and local income tax returns in accordance with applicable Lawslaws, rules and regulations. The Chief Executive Officer will use reasonable efforts to cause the Company Accountant to prepare all federal, state and local tax returns required of the Company, submit those returns to the Voting Members for their approval no later than February 1 of the year following such Fiscal Year and will file the tax returns after they have been approved by each of the Voting Members. If each of the Voting Members shall not have approved any such tax return prior to the date required for the filing thereof (including any extensions granted), the Chief Executive Officer will timely obtain an extension of such date to the extent such an extension is available. Each Member shall give prompt notice to each Voting Member of any and all notices or other communications it receives from the Internal Revenue Service concerning the Company, including any notice of audit, any notice of action with respect to a revenue agent's report, any notice of a 30-day appeal letter and any notice of a deficiency in tax concerning any Company tax return. Upon request, the Tax Matters Member shall furnish each Voting Member with status reports 45 41 regarding any negotiation between the Internal Revenue Service or any other taxing authority and the Company. (iv) The Chief Executive Officer shall prepare, or shall cause the Company may prepare Accountant to prepare, at Company expense, such additional financial reports and other information as the Board Managing Member may determine are appropriate. (jvi) Subject to the provisions of Section 4.7(a), all All decisions as to accounting principles shall be made by the Board, Managing Member subject to the provisions of this Agreement, including Section 11.27.2 hereof. (kf) Subject to the provisions of Section 4.7(a), the The Company shall retain as the regular accountant and auditor of the Company and to provide accounting services (the "Company Accountant") a nationally-recognized accounting firm agreed upon by the Westxxxxx Xxxbers and the Alter Member, or firms a different nationally-recognized accounting firm as may be selected by all the Board (the “Company Accountant”)Managers at any time. The fees and expenses of the Company Accountant shall be an expense of the a Company or its Subsidiariesexpense.

General Accounting Matters; Books and Records. (a) Allocations of items of income, gain, loss and deduction and corresponding tax allocations Net Income (Loss) pursuant to Article X Section 7.4 shall be made by or under the Tax Matters reasonable direction of the Managing Member (as defined in Section 11.2) at the end of each Fiscal Year. (b) Except as otherwise provided herein, all determinations, valuations and other matters of judgment required to be made for accounting and tax purposes under this Agreement shall be made by or under the Tax Matters Member or any officer designated by reasonable direction of the Tax Matters Managing Member in a reasonable manner in accordance after consultation with any applicable provisions of this Agreementthe Alter Member. (c) The Chief Executive Officer shall cause the Company shall, through the Company’s 's accountants or otherwiseto maintain, maintain at the expense of the Company, in a manner customary and consistent with GAAPgood accounting principles, practices and procedures, a comprehensive system of office records, books and accounts (which records, books and accounts shall be and remain the property of the Company) in which shall be entered fully and accurately each and every financial transaction with respect to the ownership and operation of the Company Assets. Bills, receipts and vouchers shall be maintained on file by the Company. Said books and accounts shall be maintained in a safe manner and separate from any records not having to do directly with the Company or any Company Assets. The Company Chief Executive Officer shall cause financial audits to be performed and audited statements and income tax returns to be prepared at the expense of the Company or its Subsidiaries as required by Section 11.1(e7.1(e) below. Such books and records of account shall be prepared by the Company’s 's accountants (unless otherwise determined by the Management Council) and maintained at the principal place of business of the Company or at such other place or places as may from time to time be determined by the Management CouncilVoting Members. Each Member or its duly authorized representative shall have the right to inspect, examine and copy, copy such books and records of account at the Company’s principal 's office during reasonable business hours. A reasonable charge (approximating the cost thereof) for copying books and records may be charged by the Company. (d) The books of the Company shall be kept on an the accrual basis in accordance with GAAP and on a tax basis (in accordance with United States tax requirements) and the Company shall report its operations for tax purposes on the accrual method, provided that the Company shall not be required to keep separate books on a tax basis as long as the books that are maintained on a GAAP basis are sufficient to permit the Chief Executive Officer to make all quarterly tax adjustments and to prepare all of the reports described in Section 7.1(e). (ei) Within 30 The Chief Executive Officer will prepare, or will cause the Company Accountant to prepare, at the expense of the Company, and furnish to each Member within 21 calendar days after the end of each fiscal quarter of the Company (unless, except in the case of clause (E) which shall be required for every fiscal quarter, the Company shall prepare and furnish to each Member the following reports, each prepared on a GAAP basis for such fiscal quarter and year-to-date period: is the last fiscal quarter of any fiscal year of the Company) (iA) an unaudited consolidated balance sheet of the Company and its consolidated Subsidiariesdated as of the end of such fiscal quarter, (iiB) an unaudited consolidated related income statement of the Company and its consolidated Subsidiariesfor such fiscal quarter, (iiiC) an unaudited consolidated statement of cash flows, (iv) an unaudited consolidated statement of each Member’s Capital Account's capital account for such fiscal quarter, (vD) an unaudited statement of cash flows for such fiscal quarter, and (E) a status report of the Company's activities of the Company and its Subsidiaries during such fiscal quarter, including summary descriptions of additions to to, dispositions of and dispositions leasing and occupancy of the Company Assets during such fiscal quarter, if anyall of which shall be certified by the Chief Executive Officer as being, to the best of his knowledge, true and (vi) any Company budgets and explanations of material variances from actual resultscorrect. (fii) Within 50 The Chief Executive Officer will prepare, or will cause the Company Accountant to prepare, at the expense of the Company, and furnish to each Member within 30 calendar days after the end of each fiscal yearFiscal Year, the final audited amount of net income of the Company shall prepare and furnish to for such Fiscal Year and, within 30 calendar days after the end of each Member Fiscal Year (1) an audited balance sheet of the following reportsCompany prepared on a GAAP basis dated as of the end of such Fiscal Year, each (2) an audited related income statement of the Company prepared on a GAAP basis for such fiscal year period: Fiscal Year, (i3) an audited consolidated balance sheet statement of the Company cash flows for such Fiscal Year and its consolidated Subsidiaries, (ii4) an audited consolidated income statement of the Company and its consolidated Subsidiaries, (iii) an audited consolidated statement of cash flows, and (iv) an audited consolidated statement of each Member’s 's Capital AccountAccount for such Fiscal Year, all of which shall be certified by the Chief Executive Officer as being, to the best of its knowledge, true and correct and all of which shall be certified in the customary manner by the Company Accountant (which firm shall provide such balance sheet, income statement and statement of Capital Account in draft form to the Members for review prior to finalization and certification thereof). (giii) From time The Chief Executive Officer will furnish to timeeach Member, at the Company will provide to the Members any other financial or tax information regarding the Company reasonably requested by a Member (or its Affiliates and designees), including, without limitation, (A) book and tax basis information for expense of the Company’s assets sufficient , copies of all reports required to allow a Member be furnished to satisfy its own obligations and make own computations, allocations and adjustments under Code Sections 704(b), 704(c) and 754 and (B) access to the service providers (including the Company Accountant) any lender of the Company and its SubsidiariesCompany. (hiv) When requested, the Tax Matters Member or any officer designated by the Tax Matters Member Company Accountant shall cause to be prepared prepare a reasonable estimate of the taxable income of the Company. All schedules of book income shall be prepared on a GAAP basis. As soon as practicable Promptly after the end of each Fiscal Year, the Tax Matters Member or any officer designated by Chief Executive Officer will use reasonable efforts to cause the Tax Matters Member will cause Company Accountant to be prepared prepare and delivered deliver to each Member a report setting forth in sufficient detail all such additional information and data with respect to business transactions transaction effected by or involving the Company during the Fiscal Year as will enable the Company and each Member to timely prepare its federal, state and local income tax returns in accordance with applicable Lawslaws, rules and regulations. The Chief Executive Officer will use reasonable efforts to cause the Company Accountant to prepare all federal, state and local tax returns required of the Company, submit those returns to the Voting Members for their approval no later than February 1 of the year following such Fiscal Year and will file the tax returns after they have been approved by each of the Voting Members. If each of the Voting Members shall not have approved any such tax return prior to the date required for the filing thereof (including any extensions granted), the Chief Executive Officer will timely obtain an extension of such date to the extent such an extension is available. Each Member shall give prompt notice to each Voting Member of any and all notices or other communications it receives from the Internal Revenue Service concerning the Company, including any notice of audit, any notice of action with respect to a revenue agent's report, any notice of a 30-day appeal letter and any notice of a deficiency in tax concerning any Company tax return. Upon request, the Tax Matters Member shall furnish each Voting Member with status reports regarding any negotiation between the Internal Revenue Service or any other taxing authority and the Company. (iv) The Chief Executive Officer shall prepare, or shall cause the Company may prepare Accountant to prepare, at Company expense, such additional financial reports and other information as the Board Managing Member may determine are appropriate. (jvi) Subject to the provisions of Section 4.7(a), all All decisions as to accounting principles shall be made by the Board, Managing Member subject to the provisions of this Agreement, including Section 11.27.2 hereof. (kf) Subject to the provisions of Section 4.7(a), the The Company shall retain as the regular accountant and auditor of the Company and to provide accounting services (the "Company Accountant") a nationally-recognized accounting firm ------------------ agreed upon by the Xxxxxxxxx Members and the Alter Member, or firms a different nationally-recognized accounting firm as may be selected by all the Board (the “Company Accountant”)Managers at any time. The fees and expenses of the Company Accountant shall be an expense of the a Company or its Subsidiariesexpense.