Common use of General Accounting Matters Clause in Contracts

General Accounting Matters. (a) Allocations of Net Income or Net Losses pursuant to Section 6.4 shall be made at the end of each Fiscal Period, at such times as the Carrying Value of Company assets is adjusted pursuant to the definition thereof and at such other times as required by this Agreement. (b) Each Member shall be supplied with the information of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after the end of the Company Fiscal Year) its federal, state and local income tax returns and such other financial or other statements and reports that the Manager deems appropriate. (c) The Manager shall keep or cause to be kept books and records pertaining to the Company’s business showing all of its assets and liabilities, receipts and disbursements, Net Income and Net Losses, Members’ Capital Accounts and all transactions entered into by the Company. Such books and records of the Company shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. (d) The Company’s books of account shall be kept on an accrual basis or as otherwise provided by the Manager and otherwise in accordance with GAAP, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles. (e) The Company shall, and shall cause each of its Subsidiaries to, (i) maintain accurate books and records reflecting its assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, and as such rules may be amended and supplemented from time to time); and (ii) deliver to any Member, immediately upon request, certifications and statements with respect to the Company and its Subsidiaries satisfying the requirements of Rule 13a-l4(a) or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002). (f) Subject to the confidentiality provisions of this Agreement, the Company will permit representatives of a Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services Agreement) in the possession of the Company and its Subsidiaries, if any, as may reasonably be requested in order to enable such Member to monitor its investment in the Company and to exercise its rights under this Agreement and, to the extent applicable, to provide such other access and information as may be reasonably required to enable such Member to account for the investment in the Company and otherwise comply with the requirements of applicable laws, generally accepted accounting principles and requirements of any Governmental Authority.

General Accounting Matters. (a) Allocations of Net Income or Net Losses pursuant to Section 6.4 shall be made at the end of each Fiscal Period, at such times as the Carrying Value of Company assets is adjusted pursuant to the definition thereof and at such other times as required by this Agreement. (b) Each Member shall be supplied with the information of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after the end of the Company Fiscal Year) its federal, state and local income tax returns and such other financial or other statements and reports that the Manager deems appropriate. (c) The Manager shall keep or cause to be kept books and records pertaining to the Company’s business showing all of its assets and liabilities, receipts and disbursements, Net Income and Net Losses, Members’ Capital Accounts and all transactions entered into by the Company. Such books and records of the Company shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. (d) The Company’s books of account shall be kept on an accrual basis or as otherwise provided by the Manager and otherwise in accordance with GAAP, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles. (e) The Company shall, and shall cause each of its Subsidiaries to, (i) maintain accurate books and records reflecting its assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, and as such rules may be amended and supplemented from time to time); and (ii) deliver to any Member, immediately upon request, certifications and statements with respect to the Company and its Subsidiaries satisfying the requirements of Rule 13a-l4(a) or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002). (f) Subject to the confidentiality provisions of this Agreement, the Company will permit representatives of a Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services Agreement) in the possession of the Company and its Subsidiaries, if any, as may reasonably be requested in order to enable such Member to monitor its investment in the Company and to exercise its rights under this Agreement and, to the extent applicable, to provide such other access and information as may be reasonably required to enable such Member to account for the investment in the Company and otherwise comply with the requirements of applicable laws, generally accepted accounting principles and requirements of any Governmental Authority.

General Accounting Matters. (a) Allocations of Net Income or Net Losses (Loss) pursuant to Section 6.4 7.4 shall be made by or under the direction of the Board of Managers at the end of each Fiscal Period, at such times as the Carrying Value of Company assets is adjusted pursuant to the definition thereof and at such other times as required by this Agreement. (b) Each Member shall be supplied with the Company information of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after the end of the Company Fiscal Year) its federal, state and local income tax returns and such other financial or other statements and reports that are approved by the Manager deems appropriateBoard of Managers, provided, that each Member will receive a good faith estimate of taxable income of the Company allocated to such Member for each taxable year, no later than July 15th of the calendar year following the calendar year in which the Company's applicable taxable year ends. As soon as reasonably practicable after the filing of the Company's income tax return, each Member will be provided a copy of the tax return as filed. (c) The Manager Board of Managers shall keep or cause to be kept books and records pertaining to the Company’s 's business showing all of its assets and liabilities, receipts and disbursements, Net Income realized profits and Net Losseslosses, Members’ ' Capital Accounts and all transactions entered into by the Company. Such books and records of the Company shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. (d) . The Company’s 's books of account shall be kept on an accrual basis or as otherwise provided in this Agreement or by the Manager Board of Managers and otherwise in accordance with GAAP, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles. (d) Unless otherwise provided in this Agreement, 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 direction of the Board of Managers and in accordance with this Agreement, and shall be conclusive and binding on all Members, former Members, their successors or legal representatives and any other Person except for computational errors or fraud, and to the fullest extent permitted by law no such person shall have the right to an accounting or an appraisal of the assets of the Company or any successor thereto except for computational errors or fraud. (e) The Company shall, and shall cause each of its Subsidiaries to, (i) maintain accurate books and records reflecting its assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, and as such rules may be amended and supplemented from time to time); and (ii) deliver to any Member, immediately upon request, certifications and statements with respect to the Company and its Subsidiaries satisfying the requirements of Rule 13a-l4(a) or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002). (f) Subject to the confidentiality provisions of this Agreement, the Company will permit representatives of a Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services Agreement) in the possession of the Company shall be examined, certified and its Subsidiariesaudited annually as of the end of a Fiscal Year, if anyby a recognized firm of independent certified public accountants. For each Fiscal Year of the Company, as may reasonably be requested such accountants shall determine and prepare full financial statements, including, without limitation, a balance sheet, an income statement and a statement of changes in order financial position of the Company. The Tax Matters Member shall promptly upon receipt of any such financial statements transmit copies thereof to enable each Member, together with the report and management letter of such Member to monitor its investment in accountants covering the Company results of such audit. The cost of all audits and to exercise its rights under this Agreement and, reports provided to the extent applicable, Members pursuant to provide such other access and information as may this Section 7.1 shall be reasonably required to enable such Member to account for an expense of the investment in the Company and otherwise comply with the requirements of applicable laws, generally accepted accounting principles and requirements of any Governmental AuthorityCompany.

General Accounting Matters. (a) Allocations of Net Income or Net Losses pursuant to Section 6.4 shall be made at the end of each Fiscal Period, at such times as the Carrying Value of Company assets is adjusted pursuant to the definition thereof and at such other times as required by this Agreement. (b) Each Member shall be supplied with the information of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after the end of the Company Fiscal Year) its federal, state and local income tax returns and such other financial or other statements and reports that the Manager deems appropriate. (c) The Manager shall keep or cause to be kept books and records pertaining to the Company’s business showing all of its assets and liabilities, receipts and disbursements, Net Income and Net Losses, Members’ Capital Accounts and all transactions entered into by the Company. Such books and records of the Company shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. (d) The Company’s books of account shall be kept on an accrual basis or as otherwise provided by the Manager and otherwise in accordance with GAAP, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles. (e) The Company shall, and shall cause each of its Subsidiaries to, (i) maintain accurate books and records reflecting its assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, and as such rules may be amended and supplemented from time to time); and (ii) deliver to any Member, immediately upon request, certifications and statements with respect to the Company and its Subsidiaries satisfying the requirements of Rule 13a-l4(a) or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002). (f) Subject to the confidentiality provisions of this Agreement, the Company will permit representatives of a Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services EXHIBITOR SERVICES Agreement) in the possession of the Company and its Subsidiaries, if any, as may reasonably be requested in order to enable such Member to monitor its investment in the Company and to exercise its rights under this Agreement and, to the extent applicable, to provide such other access and information as may be reasonably required to enable such Member to account for the investment in the Company and otherwise comply with the requirements of applicable laws, generally accepted accounting principles and requirements of any Governmental Authority.

General Accounting Matters. (a) Allocations of Net Income or Net Losses (Loss) pursuant to Section 6.4 shall be made by or under the direction of Blackstone Member at the end of each Fiscal Period, at such times as the Carrying Value of Company assets is adjusted pursuant to the definition thereof and at such other times as required by this Agreement. (b) Each Member shall be supplied with the Company information of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after the end of the Company Fiscal Year) its federalFederal, state and local income tax returns and such other financial or other statements and reports that the Manager deems appropriatereports. (c) The Manager Blackstone Member shall keep or cause to be kept books and records pertaining to the Company’s 's business showing all of its assets and liabilities, receipts and disbursements, Net Income realized profits and Net Losseslosses, Members’ ' Capital Accounts and all transactions entered into by the Company. Such books and records of the Company shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. (d) . The Company’s 's books of account shall be kept on an accrual basis or as otherwise provided by the Manager and otherwise in accordance with GAAPgenerally accepted accounting principles, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles. (ed) The Company shallAll 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 direction of the Blackstone and shall be conclusive and binding on all Members, former Members, their successors or legal representatives and any other person except for computational errors or fraud, and shall cause each of its Subsidiaries to, (i) maintain accurate books and records reflecting its assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, and as such rules may be amended and supplemented from time to time); and (ii) deliver to any Member, immediately upon request, certifications and statements with respect to the Company and its Subsidiaries satisfying fullest extent permitted by law no such person shall have the requirements of Rule 13a-l4(a) right to an accounting or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 an appraisal of the Xxxxxxxx-Xxxxx Act assets of 2002)the Company or any successor thereto except for computational errors or fraud. The foregoing shall not limit the right of CSL Member to dispute in good faith the amount of the distributions due to CSL Member calculated by Blackstone Member. (fe) Subject to the confidentiality provisions of this AgreementIf approved by Blackstone Member or CSL Member, the Company will permit representatives of a Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services Agreement) in the possession of the Company shall be examined, certified and its Subsidiariesaudited as of the end of a Fiscal Year, if any, as may reasonably be requested in order to enable such Member to monitor its investment in by a recognized firm of independent certified public accountants. For each Fiscal Year of the Company that Blackstone Member or CSL Members have so approved an audit, such accountants shall determine and prepare full financial statements, including, without limitation, a balance sheet, an income statement, a statement of changes in financial position and a statement of the Non-Capital Proceeds and Capital Proceeds of the Company. The Tax Matters Member shall promptly upon receipt of any such financial statements transmit copies thereof to exercise its rights under this Agreement andeach Member, together with the report and management letter of such accountants covering the results of such audit. The cost of all audits and reports provided to the extent applicable, Members pursuant to provide such other access and information as may this Section shall be reasonably required to enable such Member to account for an expense of the investment in the Company and otherwise comply with the requirements of applicable laws, generally accepted accounting principles and requirements of any Governmental AuthorityCompany.

General Accounting Matters. (a) Allocations of Net Income or Net Losses pursuant to Section 6.4 shall be made at the end of each Fiscal Period, at such times as the Carrying Value of Company assets is adjusted pursuant to the definition thereof and at such other times as required by this Agreement. (b) Each Member shall be supplied with the information of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after the end of the Company Fiscal Year) its federal, state and local income tax returns and such other financial or other statements and reports that the Manager deems appropriate. (c) The Manager Management Committee shall keep or cause to be kept books and records pertaining to the Company’s business showing all of its assets and liabilities, receipts and disbursements, Net Income Profits and Net Losses, Members’ Capital Accounts and all transactions entered into by the Company. Such books and records of the Company shall be kept by the Company at its principal office and shall be available for inspection by any Member or the office estate or other legal representative thereof during normal business hours; provided that to the fullest extent permitted by law, other than as provided in Section 6.1(b) below, the Management Committee may withhold access of any Member (or the estate or other legal representative thereof) who is not a Managing Member to information regarding the affairs of the Company and to the Members and their representatives shall at all reasonable times have free extent that the Management Committee reasonably determines that it is in the interests of the Company to withhold such access thereto for reasons of confidentiality, but may not withhold access to any such information from the purpose professional advisors of inspecting any such Member (or copying the same. estate or other legal representative thereof) who need access to such information for purposes of monitoring compliance with the provisions hereof if such professional advisors agree to comply with such measures as the Management Committee may reasonably impose to preserve the confidentiality of such information from such Member (d) or the estate or other legal representative thereof). The Company’s books of account shall be maintained in United States dollars and kept on an accrual the tax basis or as otherwise provided method of accounting in accordance with principles established by the Manager Management Committee and otherwise in accordance with GAAP, except that for income tax purposes such United States generally accepted accounting principles and on a basis consistent with the books shall be kept in accordance with applicable tax accounting principlesof account of the Funds. (eb) The As promptly as possible after the close of each Fiscal Year of the Company, the Management Committee shall cause an examination of the financial statements of the Company shallas of the end of each such Fiscal Year to be made. As soon as is practicable after the close of each Fiscal Year, a copy of the financial statements of the Company shall be furnished to each Managing Member and shall cause each include, as of its Subsidiaries to, the end of such Fiscal Year: (i) maintain accurate books and records reflecting its a statement of net assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under of the Exchange Act, and as such rules may be amended and supplemented from time to time); and Company; (ii) deliver to any Member, immediately upon request, certifications a statement of income or loss and statements with respect to the Company and its Subsidiaries satisfying the requirements a statement of Rule 13a-l4(aMembers’ capital; and (iii) or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 a statement of changes in cash flow of the Xxxxxxxx-Xxxxx Act of 2002). (f) Subject to the confidentiality provisions of this AgreementCompany. In addition, the Company will permit representatives of each person that was a Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services Agreement) in the possession of the Company and its Subsidiaries, if any, as may reasonably time during a Fiscal Year shall be requested in order to enable supplied with such Member to monitor its investment in the Company and to exercise its rights under this Agreement and, to the extent applicable, to provide such other access and information as may be reasonably required to enable such Member to account prepare its Federal, state, local and foreign income tax returns based upon such person’s status as a Member, such other information as such Person may reasonably request for the investment in purpose of applying for withholding taxes and a statement as to such Member’s Capital Account as at the Company and otherwise comply with the requirements close of applicable laws, generally accepted accounting principles and requirements of any Governmental Authoritysuch Fiscal Year.

General Accounting Matters. (a) Allocations of Net Income or Net Losses pursuant to Section 6.4 shall be made at the end of each Fiscal Period, at such times as the Carrying Value of Company assets is adjusted pursuant to the definition thereof and at such other times as required by this Agreement. (b) Each Member shall be supplied with the information of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after the end of the Company Fiscal Year) its federal, state and local income tax returns and such other financial or other statements and reports that the Manager deems appropriate. (c) The Manager shall keep or cause to be kept books and records pertaining to the Company’s business showing all of its assets and liabilities, receipts and disbursements, Net Income and Net Losses, Members’ Capital Accounts and all transactions entered into by the Company. Such books and records of the Company shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. (d) The Company’s books of account shall be kept on an accrual basis or as otherwise provided by the Manager and otherwise in accordance with GAAP, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles. (e) The Company shall, and shall cause each of its Subsidiaries to, (i) maintain accurate books and records reflecting its assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, and as such rules may be amended and supplemented from time to time); and (ii) deliver to any Member, immediately upon request, certifications and statements with respect to the Company and its Subsidiaries satisfying the requirements of Rule 13a-l4(a) or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002). (f) Subject to the confidentiality provisions of this Agreement, the Company will permit representatives of a Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services Agreement) in the possession of the Company and its Subsidiaries, if any, as may reasonably be requested in order to enable such Member to monitor its investment in the Company and to exercise its rights under this Agreement and, to the extent applicable, to provide such other access and information as may be reasonably required to enable such Member to account for the investment in the Company and otherwise comply with the requirements of applicable laws, generally accepted accounting principles and requirements of any Governmental Authority.

General Accounting Matters. (a) Allocations of Net Income or Net Losses pursuant to Section 6.4 shall be made at the end of each Fiscal Period, at such times as the Carrying Value of Company assets is adjusted pursuant to the definition thereof and at such other times as required by this Agreement. (b) Each Member shall be supplied with the information of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after the end of the Company Fiscal Year) its federal, state and local income tax returns and such other financial or other statements and reports that the Manager deems appropriate. (c) The Manager shall keep or cause to be kept books and records pertaining to the Company’s business showing all of its assets and liabilities, receipts and disbursements, Net Income and Net Losses, Members’ Capital Accounts and all transactions entered into by the Company. Such books and records of the Company shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. (d) The Company’s books of account shall be kept on an accrual basis or as otherwise provided by the Manager and otherwise in accordance with GAAP, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles. (e) The Company shall, and shall cause each of its Subsidiaries to, (i) maintain accurate books and records reflecting its assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, and as such rules may be amended and supplemented from time to time); and (ii) deliver to any Member, immediately upon request, certifications and statements with respect to the Company and its Subsidiaries satisfying the requirements of Rule 13a-l4(a) or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002). (f) Subject to the confidentiality provisions of this Agreement, the Company will permit representatives of a Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services Agreement) in the possession of the Company and its Subsidiaries, if any, as may reasonably be requested in order to enable such Member to monitor its investment in the Company and to exercise its rights under this Agreement and, to the extent applicable, to provide such other access and information as may be reasonably required to enable such Member to account for the investment in the Company and otherwise comply with the requirements of applicable laws, generally accepted accounting principles and requirements of any Governmental Authority.

General Accounting Matters. (a) Allocations of Net Income or Net Losses Loss pursuant to Section 6.4 shall be made at the end of each Fiscal Period, at such times as the Carrying Value of Company assets is adjusted pursuant to the definition thereof and at such other times as required by this Agreement. (b) Each Member shall be supplied with the information of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after the end of the Company Fiscal Year) its federal, state and local income tax returns and such other financial or other statements and reports that the Manager deems appropriate. (c) The Manager shall keep or cause to be kept books and records pertaining to the Company’s business showing all of its assets and liabilities, receipts and disbursements, Net Income and Net Losses, Members’ Capital Accounts and all transactions entered into by the Company. Such books and records of the Company shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. (d) The Company’s books of account shall be kept on an accrual basis or as otherwise provided by the Manager and otherwise in accordance with GAAP, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles. (e) The Company shall, and shall cause each of its Subsidiaries to, (i) maintain accurate books and records reflecting its assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, and as such rules may be amended and supplemented from time to time); and (ii) deliver to any Member, immediately upon request, certifications and statements with respect to the Company and its Subsidiaries satisfying the requirements of Rule 13a-l4(a) or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002). (f) Subject to the confidentiality provisions of this Agreement, the Company will permit representatives of a Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services Agreement) in the possession of the Company and its Subsidiaries, if any, as may reasonably be requested in order to enable such Member to monitor its investment in the Company and to exercise its rights under this Agreement and, to the extent applicable, to provide such other access and information as may be reasonably required to enable such Member to account for the investment in the Company and otherwise comply with the requirements of applicable laws, generally accepted accounting principles and requirements of any Governmental Authority.

General Accounting Matters. (a) Allocations of Net Income or Net Losses pursuant to Section 6.4 shall be made at the end of each Fiscal Period, at such times as the Carrying Value of Company assets is adjusted pursuant to the definition thereof and at such other times as required by this Agreement. (b) Each Member shall be supplied with the information On behalf of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after Company, the end of the Company Fiscal Year) its federal, state and local income tax returns and such other financial or other statements and reports that the Manager deems appropriate. (c) The Manager shall keep or cause to be kept books and records pertaining to the Company’s (and each Subsidiary’s) business showing all of its assets and liabilities, receipts and disbursements, Net Income and Net Losses, Members’ Capital Accounts disbursements and all transactions entered into by the CompanyCompany (or such Subsidiary). Such books and records records, and all supporting data, of the Company (and each Subsidiary) shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. (d) ; provided that such inspection does not unreasonably interfere with the day-to-day operations of the Company and is for a purpose reasonably related to the Member’s Interest in the Company, is at reasonable times on reasonable notice, and the Manager may in its reasonable good faith judgment, if reasonably necessary in the best interest of all Members, refuse to provide access to information to the extent necessary to comply with any law or contract, to preserve legal privilege and/or safeguard commercially sensitive information. The Company’s (and each Subsidiary’s) books of account shall be kept on an accrual basis or as otherwise provided by the Manager method of accounting and otherwise in accordance with GAAP, except that for income tax purposes such books the Required Accounting Standards. The quarterly financial statements of the Company shall be kept in accordance with applicable tax reviewed and the year end financial statements of the Company shall be audited, at the Company’s cost, by an independent third party accounting principles. (e) The firm designated by the Manager. Without limiting the foregoing or the information available to HC2 under Section 7.6, the Company shall, and shall cause at the Company’s cost, deliver the following financial information to each of its Subsidiaries to, Member (i) maintain accurate books and records reflecting its assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under no later than the Exchange Actdates set forth below, and as such rules may be amended and supplemented from time to time); and (ii) deliver in such form as reasonably requested by such Member to any Membercomply with its or its Affiliates’ reporting obligations, immediately upon requestwhich shall mean, certifications and statements at a minimum, that the financial information shall either be presented in accordance with respect the Required Accounting Standards or in a manner to permit such Member to convert such information into the Company and its Subsidiaries satisfying the requirements of Rule 13a-l4(a) Required Accounting Standards without incurring material cost or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002).delay: (fa) Subject to Monthly, unaudited management reports, within 14 days after the confidentiality provisions end of this Agreement, the Company will permit representatives of a Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information each month; (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services Agreementb) in the possession Quarterly unaudited consolidated financial statements of the Company and its Subsidiariesa management’s discussion and analysis of such financial statements, if any, as may reasonably be requested in order to enable such Member to monitor its investment in within 14 days after the end of each fiscal quarter; and (c) Annual consolidated financial statements of the Company and to exercise a management’s discussion and analysis of such financial statements, accompanied by the audit report of the auditor within 60 days after the end of each Fiscal Year; provided, however, that in the event that HC2 or its rights under this Agreement andAffiliate reports financial results and financial position of the Company as a consolidated subsidiary, to then the extent applicableCompany shall, at the Company’s cost, use commercially reasonable efforts to provide the foregoing financial information and access to HC2’s independent outside auditor on such other access shorter time frames as HC2 may reasonably specify taking into account HC2 and information as may be its Affiliates’ applicable periodic reporting obligations under the Exchange Act or otherwise reasonably required to enable such Member to account for the investment in the Company and otherwise comply with the requirements of applicable laws, generally accepted accounting principles and requirements of any Governmental Authorityrequested.

General Accounting Matters. (a) Allocations of Net Income or Net Losses (Loss) pursuant to Section 6.4 shall be made by or under the direction of the Manager at the end of each Fiscal Period, at such times as the Carrying Value of Company assets is adjusted pursuant to the definition thereof and at such other times as required by this Agreement. (b) Each Member shall be supplied with the Company information of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after the end of the Company Fiscal Year) its federal, state and local income tax returns and such other financial or other statements and reports that are approved by the Manager deems appropriateManager, provided, that each Member will receive a good faith estimate of taxable income of the Company allocated to such Member for each taxable year, no later than July 15th (August 15th for the first taxable year of the Company) of the calendar year following the calendar year in which the Company's applicable taxable year ends . As reasonably practicable after the filing of the Company's income tax return, each Member will be provided a copy of the Tax Return as filed. (c) The Manager shall keep or cause to be kept books and records pertaining to the Company’s 's business showing all of its assets and liabilities, receipts and disbursements, Net Income realized profits and Net Losseslosses, Members’ ' Capital Accounts and all transactions entered into by the Company. Such books and records of the Company shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. (d) . The Company’s 's books of account shall be kept on an accrual basis or as otherwise provided by the Manager and otherwise in accordance with GAAPgenerally accepted accounting principles, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles. (ed) The Company shallUnless otherwise provided in this Agreement, 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 direction of the Manager and in accordance with this Agreement, and shall cause each of its Subsidiaries tobe conclusive and binding on all Members, (i) maintain accurate books former Members, their successors or legal representatives and records reflecting its assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Actany other person except for computational errors or fraud, and as such rules may be amended and supplemented from time to time); and (ii) deliver to any Member, immediately upon request, certifications and statements with respect to the Company and its Subsidiaries satisfying fullest extent permitted by law no such person shall have the requirements of Rule 13a-l4(a) right to an accounting or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 an appraisal of the Xxxxxxxx-Xxxxx Act assets of 2002)the Company or any successor thereto except for computational errors or fraud. (fe) Subject to If the confidentiality provisions of this AgreementManager determines it necessary, the Company will permit representatives of a Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services Agreement) in the possession of the Company shall be examined, certified and its Subsidiariesaudited annually as of the end of a Fiscal Year, if any, as may reasonably be requested in order to enable such Member to monitor its investment in by a recognized firm of independent certified public accountants. For each Fiscal Year of the Company the Manager has so approved an audit, such accountants shall determine and prepare full financial statements, including, without limitation, a balance sheet, an income statement and a statement of changes in financial position of the Company. The Tax Matters Member shall promptly upon receipt of any such financial statements transmit copies thereof to exercise its rights under this Agreement andeach Member, together with the report and management letter of such accountants covering the results of such audit. The cost of all audits and reports provided to the extent applicable, Members pursuant to provide such other access and information as may this Section 6.1 shall be reasonably required to enable such Member to account for an expense of the investment in the Company and otherwise comply with the requirements of applicable laws, generally accepted accounting principles and requirements of any Governmental AuthorityCompany.

General Accounting Matters. (a) Allocations The Net Profits, Net Loss and/or other Tax Items of Net Income or Net Losses the Company shall be allocated for federal income tax and applicable state and local income tax purposes pursuant to Section 6.4 the provisions of the Allocations Exhibit, and such allocations shall be made at the end of each Fiscal Period, at such times as the Carrying Gross Asset Value of Company assets is adjusted pursuant to Section 1.2 of the definition thereof Allocations Exhibit and at such other times as required by this Agreement. (b) Each Member shall be supplied with the information of the Company necessary to enable such Member to prepare in a timely manner (and in any event within 120 days after the end of the Company Fiscal Year) its federal, state and local income tax returns and such other financial or other statements and reports that the Manager Board deems appropriate. (c) The Manager Board shall keep or cause to be kept books and records pertaining to the Company’s business showing all of its assets and liabilities, receipts and disbursements, Net Income and Net Losses, Members’ Capital Accounts and all transactions entered into by the Company. Such books and records of the Company shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. (d) The Company’s Company shall maintain separate books of account shall be for the Company, kept on an accrual basis or as otherwise provided by the Manager Board and otherwise in accordance with GAAP, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles. (e) The Company shall, and shall cause each instruct all designees on the board of directors or comparable managing body of its Subsidiaries to cause such Subsidiaries to, (i) maintain accurate books and records reflecting its assets and liabilities and maintain proper and adequate “internal control over financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, and as such rules may be amended and supplemented from time to time); and (ii) deliver to any Founding Member, immediately upon request, certifications and statements with respect to the Company and its Subsidiaries satisfying the requirements of Rule 13a-l4(a) or 15d-14(a) under the Exchange Act, and 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002). (f) Subject to the confidentiality provisions of this Agreement, the Company will permit representatives of a Founding Member and its Affiliates, at their expense, to obtain all books and accounts, documents and other information (other than documents and information relating to pricing or other proprietary information of any Member or its Affiliates collected pursuant to any Exhibitor Services AgreementAffiliates) in the possession of the Company and its Subsidiaries, if any, as may reasonably be requested in order to enable such Founding Member to monitor its investment in the Company and to exercise its rights under this Agreement and, to the extent applicable, to provide such other access and information as may be reasonably required to enable such Founding Member to account for the investment in the Company and otherwise comply with the requirements of applicable laws, generally accepted accounting principles and requirements of any Governmental Authority.