Common use of Operating Statements Clause in Contracts

Operating Statements. A. As and when prepared or received by the Manager, the Manager shall promptly provide each Member with copies of all reports, studies, operating statements, budgets and other material documents received by the Company. B. Upon the request of any Member and solely to the extent that such information and reports are available to, and have been prepared or received by, the Manager, the Manager shall promptly provide such requesting Member with (i) a Net Cash Flow statement, (ii) unaudited financial statements of the Company, including statements of profit and loss for the applicable quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis, (iii) a revised projection of income and expenses of the Company for the remainder of the current Fiscal Year, (iv) in the event a Capital Transaction has occurred, a statement of the Net Proceeds of a Capital Transaction for such Capital Transaction. Upon the request of any Member and as promptly as practical after the end of each calendar year, the Manager shall forward to such requesting Member the same statements described in the preceding sentence for the preceding calendar year. C. As soon as practicable, but within seventy-five (75) days after the end of the Fiscal Year, and only after the written approval thereof by the Manager, the Tax Matters Member shall, as a Company expense, furnish the Members with all necessary tax reporting information required by the Members for the preparation of their respective federal, state and local income tax returns, including each Member’s pro rata share of income, gain, loss, deductions and credits for such Fiscal Year. D. As soon as practicable, but in no event later than seventy-five (75) days after the end of the Fiscal Year, the Tax Matters Member shall, as a Company expense, furnish each Member with copies of the Company’s federal partnership Return of Income and other income tax returns, together with each Member’s Schedule K-1 or analogous schedule, which returns shall be signed by the Tax Matters Member on behalf of the Company and co-signed by the Company’s accountant as preparer. E. Except as otherwise provided in this Agreement, all decisions as to accounting principles, whether for the Company’s books or for income tax purposes (and such decisions may be different for each such purpose) and all elections available to the Company under applicable tax law shall be made by the Manager. F. Each Member shall promptly provide the Manager and/or the Tax Matters Member, as applicable, with the information necessary in order to enable the Manager and/or the Tax Matters Member to furnish the information, reports and/or statements called for pursuant to this Section 7.3. The Manager’s and/or the Tax Matters Member’s obligations to provide reports, information and filings, shall be contingent upon the receipt of the relevant information from the Members.

Operating Statements. A. As and when prepared or received by the Manager, the Manager shall promptly provide each Member with copies of all reports, studies, operating statements, budgets and other material documents received by the Owner Entity and the Additional Property Owner Entities. The Manager shall at least once every Fiscal Year have the Company's books and records reviewed at Company expense by the Accountant. A copy of the reviewed audited financial statements shall be submitted promptly after completion to all Members, and not later than ninety (90) days after the end of each Fiscal Year. Cordish shall provide the Manager with any and all reports and information regarding the Additional Property and the Additional Property Owner Entity that the Manager requires in order to comply with its obligations under this Section 7.3. B. Upon the request of any Member and solely to the extent that such information and reports are available to, and have been prepared or received by, the Manager, the Manager shall promptly provide such requesting Member with (i) a Net Cash Flow statement, (ii) unaudited financial statements of the Company, including a balance sheet, statements of changes in Members' capital accounts during such quarter, statements of profit and loss for the applicable such quarter, all prepared in accordance with generally accepted accounting principles applied on a consistent basis, (iii) a revised projection of income and expenses of the Company for the remainder of the current Fiscal Year, (iv) in the event a Capital Transaction has occurred, a statement of the Net Proceeds of a Capital Transaction for such Capital Transaction. Upon the request of any Member and as promptly as practical after the end of each calendar year, the Manager shall forward to such requesting Member the same statements described in the preceding sentence for the preceding calendar year. Cordish shall be responsible for the prompt preparation and delivery to the Manager of all such reports with respect to any Additional Property and any Additional Property Owner Entity, including, but not limited to, the reports and information required to be delivered to Inland under the terms of Section 6.2.D hereof. C. As soon as practicable, but within seventy-five (75) days after the end of the Fiscal Year, and only after the written approval thereof by the Manager, the Tax Matters Member shall, as a Company expense, furnish the Members with all necessary tax reporting information required by the Members for the preparation of their respective federal, state and local income tax returns, including each Member’s 's pro rata share of income, gain, loss, deductions and credits for such Fiscal Year. The Tax Matters Member hereby covenants and agrees that no tax return of the Company, the Owner Entity or any Additional Property Owner Entity shall be filed with any governmental authority without the prior written consent of both Members. D. As soon as practicable, but in no event later than seventy-five (75) days after the end of the Fiscal Year, and only after the written approval by the Manager, the Tax Matters Member shall, subject to the terms of Section 7.5.G hereof as a Company expense, furnish each Member with copies of the Company’s 's federal partnership Return of Income and other income tax returns, together with each Member’s 's Schedule K-1 or analogous schedule, which returns shall be signed by the Tax Matters Member on behalf of the Company and co-signed by the Company’s accountant Accountant as preparer. E. Except as otherwise provided in this Agreement, all decisions as to accounting principles, whether for the Company’s 's books or for income tax purposes (and such decisions may be different for each such purpose) and all elections available to the Company under applicable tax law shall be made by the Manager. The Company shall use reasonable efforts to cause all federal, state and local income and other tax returns to be timely filed by the Company, provided that such returns shall be subject to prior review and approval by the Members. F. Each Member shall promptly provide the Manager and/or the Tax Matters Member, as applicable, with the information necessary in order to enable the Manager and/or the Tax Matters Member to furnish the information, reports and/or statements called for pursuant to this Section 7.3. The Manager’s 's and/or the Tax Matters Member’s 's obligations to provide reports, information and filings, shall be contingent upon the receipt of the relevant information from the Members.

Operating Statements. A. As and when prepared or received by the Manager, the Manager shall promptly provide each Member with copies of all reports, studies, operating statements, budgets and other material documents received by the Company. B. Upon the request of any Member and solely to the extent that such information and reports are available to, and have been prepared or received by, the Manager, the Manager shall promptly provide such requesting Member with (i) a Net Cash Flow statement, (ii) unaudited financial statements of the Company, including statements of profit and loss for the applicable quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis, (iii) a revised projection of income and expenses of the Company for the remainder of the current Fiscal Year, (iv) in the event a Capital Transaction has occurred, a statement of the Net Proceeds of a Capital Transaction for such Capital Transaction. Upon the request of any Member and as promptly as practical after the end of each calendar year, the Manager shall forward to such requesting Member the same statements described in the preceding sentence for the preceding calendar year. C. As soon as practicable, but within seventy-five ninety (7590) days after the end of the Fiscal Year, and only after the written approval thereof by the Manager, the Tax Matters Member shall, as a Company expense, furnish the Members with all necessary tax reporting information required by the Members for the preparation of their respective federal, state and local income tax returns, including each Member’s pro rata share of income, gain, loss, deductions and credits for such Fiscal Year. D. As soon as practicable, but in no event later than seventy-five ninety (7590) days after the end of the Fiscal Year, the Tax Matters Member shall, as a Company expense, furnish each Member with copies of the Company’s federal partnership Return of Income and other income tax returns, together with each Member’s Schedule K-1 or analogous schedule, which returns shall be signed by the Tax Matters Member on behalf of the Company and co-signed by the Company’s accountant as preparer. E. Except as otherwise provided in this Agreement, all decisions as to accounting principles, whether for the Company’s books or for income tax purposes (and such decisions may be different for each such purpose) and all elections available to the Company under applicable tax law shall be made by the Manager. F. Each Member shall promptly provide the Manager and/or the Tax Matters Member, as applicable, with the information necessary in order to enable the Manager and/or the Tax Matters Member to furnish the information, reports and/or statements called for pursuant to this Section 7.3. The Manager’s and/or the Tax Matters Member’s obligations to provide reports, information and filings, shall be contingent upon the receipt of the relevant information from the Members.

Operating Statements. A. As and when prepared or received by the Manager, the Manager shall promptly provide each Member with copies of all reports, studies, operating statements, budgets and other material documents received by the Owner Entity and the Additional Property Owner Entities. The Manager shall at least once every Fiscal Year have the Company's books and records reviewed at Company expense by the Accountant. A copy of the reviewed audited financial statements shall be submitted promptly after completion to all Members, and not later than ninety (90) days after the end of each Fiscal Year. Cordish shall provide the Manager with any and all reports and information regarding the Additional Property and the Additional Property Owner Entity that the Manager requires in order to comply with its obligations under this Section 7.3. B. Upon the request of any Member and solely to the extent that such information and reports are available to, and have been prepared or received by, the Manager, the Manager shall promptly provide such requesting Member with (i) a Net Cash Flow statement, (ii) unaudited financial statements of the Company, including a balance sheet, statements of changes in Members' capital accounts during such quarter, statements of profit and loss for the applicable such quarter, all prepared in accordance with generally accepted accounting principles applied on a consistent basis, (iii) a revised projection of income and expenses of the Company for the remainder of the current Fiscal Year, (iv) in the event a Capital Transaction has occurred, a statement of the Net Proceeds of a Capital Transaction for such Capital Transaction. Upon the request of any Member and as promptly as practical after the end of each calendar year, the Manager shall forward to such requesting Member the same statements described in the preceding sentence for the preceding calendar year. Cordish shall be responsible for the prompt preparation and delivery to the Manager of all such reports with respect to any Additional Property and any Additional Property Owner Entity, including, but not limited to, the reports and information required to be delivered to Inland under the terms of Section 6.2.D hereof. C. As soon as practicable, but within seventy-five (75) days after the end of the Fiscal Year, and only after the written approval thereof by the Manager, the Tax Matters Member shall, as a Company expense, furnish the Members with all necessary tax reporting information required by the Members for the preparation of their respective federal, state and local income tax returns, including each Member’s 's pro rata share of income, gain, loss, deductions and credits for such Fiscal Year. The Tax Matters Member hereby covenants and - 42 - agrees that no tax return of the Company, the Owner Entity or any Additional Property Owner Entity shall be filed with any governmental authority without the prior written consent of both Members. D. As soon as practicable, but in no event later than seventy-five (75) days after the end of the Fiscal Year, and only after the written approval by the Manager, the Tax Matters Member shall, subject to the terms of Section 7.5.G hereof as a Company expense, furnish each Member with copies of the Company’s 's federal partnership Return of Income and other income tax returns, together with each Member’s 's Schedule K-1 or analogous schedule, which returns shall be signed by the Tax Matters Member on behalf of the Company and co-signed by the Company’s accountant Accountant as preparer. E. Except as otherwise provided in this Agreement, all decisions as to accounting principles, whether for the Company’s 's books or for income tax purposes (and such decisions may be different for each such purpose) and all elections available to the Company under applicable tax law shall be made by the Manager. The Company shall use reasonable efforts to cause all federal, state and local income and other tax returns to be timely filed by the Company, provided that such returns shall be subject to prior review and approval by the Members. F. Each Member shall promptly provide the Manager and/or the Tax Matters Member, as applicable, with the information necessary in order to enable the Manager and/or the Tax Matters Member to furnish the information, reports and/or statements called for pursuant to this Section 7.3. The Manager’s 's and/or the Tax Matters Member’s 's obligations to provide reports, information and filings, shall be contingent upon the receipt of the relevant information from the Members.

Operating Statements. A. As and when prepared or received by the Manager, the Manager shall promptly provide each Member with copies of all reports, studies, operating statements, budgets and other material documents received by the Owner Entity and the Additional Property Owner Entities. The Manager shall at least once every Fiscal Year have the Company's books and records reviewed at Company expense by the Accountant. A copy of the reviewed audited financial statements shall be submitted promptly after completion to all Members, and not later than ninety (90) days after the end of each Fiscal Year. Cordish shall provide the Manager with any and all reports and information regarding the Additional Property and the Additional Property Owner Entity that the Manager requires in order to comply with its obligations under this Section 7.3. B. Upon the request of any Member and solely to the extent that such information and reports are available to, and have been prepared or received by, the Manager, the Manager shall promptly provide such requesting Member with (i) a Net Cash Flow statement, (ii) unaudited financial statements of the Company, including a balance sheet, statements of changes in Members' capital accounts during such quarter, statements of profit and loss for the applicable such quarter, all prepared in accordance with generally accepted accounting principles applied on a consistent -42- basis, (iii) a revised projection of income and expenses of the Company for the remainder of the current Fiscal Year, (iv) in the event a Capital Transaction has occurred, a statement of the Net Proceeds of a Capital Transaction for such Capital Transaction. Upon the request of any Member and as promptly as practical after the end of each calendar year, the Manager shall forward to such requesting Member the same statements described in the preceding sentence for the preceding calendar year. Cordish shall be responsible for the prompt preparation and delivery to the Manager of all such reports with respect to any Additional Property and any Additional Property Owner Entity, including, but not limited to, the reports and information required to be delivered to Inland under the terms of Section 6.2.D hereof. C. As soon as practicable, but within seventy-five (75) days after the end of the Fiscal Year, and only after the written approval thereof by the Manager, the Tax Matters Member shall, as a Company expense, furnish the Members with all necessary tax reporting information required by the Members for the preparation of their respective federal, state and local income tax returns, including each Member’s 's pro rata share of income, gain, loss, deductions and credits for such Fiscal Year. The Tax Matters Member hereby covenants and agrees that no tax return of the Company, the Owner Entity or any Additional Property Owner Entity shall be filed with any governmental authority without the prior written consent of both Members. D. As soon as practicable, but in no event later than seventy-five (75) days after the end of the Fiscal Year, and only after the written approval by the Manager, the Tax Matters Member shall, subject to the terms of Section 7.5.G hereof as a Company expense, furnish each Member with copies of the Company’s 's federal partnership Return of Income and other income tax returns, together with each Member’s 's Schedule K-1 K-l or analogous schedule, which returns shall be signed by the Tax Matters Member on behalf of the Company and co-signed by the Company’s accountant Accountant as preparer. E. Except as otherwise provided in this Agreement, all decisions as to accounting principles, whether for the Company’s 's books or for income tax purposes (and such decisions may be different for each such purpose) and all elections available to the Company under applicable tax law shall be made by the Manager. The Company shall use reasonable efforts to cause all federal, state and local income and other tax returns to be timely filed by the Company, provided that such returns shall be subject to prior review and approval by the Members. F. Each Member shall promptly provide the Manager and/or the Tax Matters Member, as applicable, with the information necessary in order to enable the Manager and/or the Tax Matters Member to furnish the information, reports and/or statements called for pursuant to this Section 7.3. The Manager’s 's and/or the Tax Matters Member’s 's obligations to provide reports, information and filings, shall be contingent upon the receipt of the relevant information from the Members.

Operating Statements. A. As and when prepared or received by the Manager, the Manager shall promptly provide each Member with copies of all reports, studies, operating statements, budgets and other material documents received by the Owner Entity and the Additional Property Owner Entities. The Manager shall at least once every Fiscal Year have the Company's books and records reviewed at Company expense by the Accountant. A copy of the reviewed audited financial statements shall be submitted promptly after completion to all Members, and not later than ninety (90) days after the end of each Fiscal Year. Cordish shall provide the Manager with any and all reports and information regarding the Additional Property and the Additional Property Owner Entity that the Manager requires in order to comply with its obligations under this Section 7.3. B. Upon the request of any Member and solely to the extent that such information and reports are available to, and have been prepared or received by, the Manager, the Manager shall promptly provide such requesting Member with (i) a Net Cash Flow statement, (ii) unaudited financial statements of the Company, including a balance sheet, statements of changes in Members' capital accounts during such quarter, statements of profit and loss for the applicable such quarter, all prepared in accordance with generally accepted accounting principles applied on a consistent basis, (iii) a revised projection of income and expenses of the Company for the remainder of the current Fiscal Year, (iv) in the event a Capital Transaction has occurred, a statement of the Net Proceeds of a Capital Transaction for such Capital Capita] Transaction. Upon the request of any Member and as promptly as practical after the end of each calendar year, the Manager shall forward to such requesting Member the same statements described in the preceding sentence for the preceding calendar year. Cordish shall be responsible for the prompt preparation and delivery to the Manager of all such reports with respect to any Additional Property and any Additional Property Owner Entity, including, but not limited to, the reports and information required to be delivered to Inland under the terms of Section 6.2.D hereof. C. As soon as practicable, but within seventy-five (75) days after the end of the Fiscal Year, and only after the written approval thereof by the Manager, the Tax Matters Member shall, as a Company expense, furnish the Members with all necessary tax reporting - 43 - information required by the Members for the preparation of their respective federal, state and local income tax returns, including each Member’s 's pro rata share of income, gain, loss, deductions and credits for such Fiscal Year. The Tax Matters Member hereby covenants and agrees that no tax return of the Company, the Owner Entity or any Additional Property Owner Entity shall be filed with any governmental authority without the prior written consent of both Members. D. As soon as practicable, but in no event later than seventy-five (75) days after the end of the Fiscal Year, and only after the written approval by the Manager, the Tax Matters Member shall, subject to the terms of Section 7.5.G hereof as a Company expense, furnish each Member with copies of the Company’s 's federal partnership Return of Income and other income tax returns, together with each Member’s 's Schedule K-1 or analogous schedule, which returns shall be signed by the Tax Matters Member on behalf of the Company and co-signed by the Company’s accountant Accountant as preparer. E. Except as otherwise provided in this Agreement, all decisions as to accounting principles, whether for the Company’s 's books or for income tax purposes (and such decisions may be different for each such purpose) and all elections available to the Company under applicable tax law shall be made by the Manager. The Company shall use reasonable efforts to cause all federal, state and local income and other tax returns to be timely filed by the Company, provided that such returns shall be subject to prior review and approval by the Members. F. Each Member shall promptly provide the Manager and/or the Tax Matters Member, as applicable, with the information necessary in order to enable the Manager and/or the Tax Matters Member to furnish the information, reports and/or statements called for pursuant to this Section 7.3. The Manager’s 's and/or the Tax Matters Member’s 's obligations to provide reports, information and filings, shall be contingent upon the receipt of the relevant information from the Members.

Operating Statements. A. (a) As and when prepared or received by the ManagerManaging Member, Manager and/or the Company, the Manager Managing Member shall promptly provide each Member Member, when available, with copies of the monthly reports received from the Manager, periodic reports by the developer under the Development Agreement and all other material reports, studies, operating statements, budgets statements and other material documents received relating to the Properties, the Company or this Agreement. The Company shall at least once every calendar year have the Company’s books and records audited at its expense by the CompanyAccountant. B. Upon (b) No later than the request later of any Member and solely to the extent that such information and reports are available to, and have been prepared or received by, the Manager, the Manager shall promptly provide such requesting Member with (i) a Net Cash Flow statement, the twentieth (ii20th) unaudited financial statements of the Company, including statements of profit and loss for the applicable quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis, (iii) a revised projection of income and expenses of the Company for the remainder of the current Fiscal Year, (iv) in the event a Capital Transaction has occurred, a statement of the Net Proceeds of a Capital Transaction for such Capital Transaction. Upon the request of any Member and as promptly as practical day after the end of each calendar year, month and (ii) five (5) days following receipt of the same from the Manager (if the Manager shall forward be responsible for producing the same), the Company shall, as a Company expense, furnish each Member with: (i) a statement of operations showing GAAP net income and actual incurred capital expenditures of the Properties in the aggregate and broken down by Subportfolio according to such requesting Member pre-determined categories, in a format which will allow for comparison to, and show variances from, the Budget; (ii) balance sheets on an accrual basis for the Company and for each Subportfolio; (iii) a full trial balance on an accrual basis (including assets, liabilities and profit and loss statement) on the Manager’s existing format; and (iv) a schedule showing changes in Members’ equity. (c) No later than the later of (i) the twentieth (20th) day after the end of each calendar quarter and (ii) five (5) days following receipt of the same statements described from the Manager (if the Manager shall be responsible for producing the same), the Company shall, as a Company expense, furnish each Member with a cash flow statement setting forth Net Cash Flow from the Properties in the preceding sentence for aggregate and broken down by Subportfolio for, and the preceding calendar yeardistribution thereof during, the reporting period. C. As soon as practicable, but within seventy-five (75d) No later than ninety (90) days after the end of each taxable year of the Fiscal Year, and only after the written approval thereof by the ManagerCompany, the Tax Matters Managing Member shall, as a Company expense, furnish the Members each Member with (i) all necessary tax reporting information required by the Members for the preparation of their respective federalFederal, state State and local income tax returns, including each Member’s pro rata share of income, gain, loss, deductions and credits for such Fiscal Year.year and (ii) an audited year-end statement of the Company in connection with the continuing operations of the Properties, including a balance sheet and the related statements of income and changes in financial conditions; D. As soon as practicable, but in no event later than seventy-five (75e) Within ninety (90) days after following the end of the Fiscal Yeartaxable year of the Company, the Tax Matters Managing Member shall, as a Company expense, furnish each Member with copies of the Company’s federal partnership Return of Income Federal and other income tax returns, together with each Member’s Schedule K-1 or analogous schedule, which returns shall be signed by the Tax Matters Managing Member on behalf of the Company and co-signed by the Company’s accountant Accountant as preparer. E. Except as otherwise provided in this Agreement(f) The Managing Member shall use reasonable efforts to cause all Federal, all decisions as State and local income and other tax returns (the “Tax Returns”) to accounting principles, whether for be timely filed by the Company. The Managing Member shall provide NYSTRS with a draft of the Tax Returns within a reasonable period of time prior to the Tax Returns being due for filing with any Federal, State or local taxing authority. NYSTRS shall have five (5) Business Days following the receipt of the draft Tax Returns to object to any item(s) set forth in such draft Tax Returns which would have a material adverse consequence to NYSTRS (a “Tax Return Objection”). The failure of NYSTRS to notify the Managing Member of a Tax Return Objection within such five (5) Business Day period shall be deemed an acceptance of such Tax Return unless such Tax Return shall be subsequently modified. If NYSTRS shall deliver a Tax Return Objection within such five (5) Business Day period, the Company shall not file any such Tax Return without NYSTRS’s books or prior written consent. (g) The Managing Member shall be the “Tax Matters Member” of the Company for federal income tax purposes (i.e., the “tax matters partner” as described in Code Section 6231(a)(7)). All costs and such decisions may be different for each such purpose) and all elections available to the Company under applicable tax law shall be made expenses incurred by the Manager. F. Each Member shall promptly provide the Manager and/or the Tax Matters Member, as applicable, with the information necessary in order to enable the Manager and/or the Tax Matters Member in performing its duties as such (including legal and accounting fees) shall be borne by the Company. The Tax Matters Member shall not extend the statute of limitations, select a judicial forum to challenge a determination of the Internal Revenue Service or enter into any settlement with any taxing authority (federal, state or local) without the consent of NYSTRS. Each Member shall give prompt notice to each other Member of any and all notices it receives from any taxing authority (federal, state or local) concerning the Company, including, without limitation, any notice of audit, any notice of action with respect to a revenue agent’s report, any notice of a 30-day appeal letter or any notice of a deficiency in tax concerning the Company’s income tax returns. The Tax Matters Member shall furnish each Member with status reports regarding any negotiation between such taxing authority and the informationCompany, reports and/or and each such Member, if it so requests, may participate in such negotiation. (h) If at any time and from time to time in the review of the reports, studies, operating statements called for or other documents relating to the Properties delivered by the Company to NYSTRS pursuant to this Section 7.3Section, NYSTRS shall become aware of any action which would result in the realization by NYSTRS of UBTI, NYSTRS shall promptly notify the Managing Member of the same. (i) The Managing Member shall use commercially reasonable efforts to have property management software developed by Management Reports, Inc. (“MRI”) installed and utilized as soon as practical, or any other property management software which NYSTRS shall reasonably require; provided, however that if NYSTRS shall require more than one such change after conversion to MRI, then such further conversion shall be at NYSTRS’ expense. The Managermodules required for implementation shall include general ledger, commercial management, and distributive processing. NYSTRS, at its sole discretion, may require at the Company’s and/or expense appropriate enhancements to the Tax Matters Member’s obligations property management software. The database structure, system type, and property number will be provided by NYSTRS and will not be modified without the consent of NYSTRS. NYSTRS will provide Managing Member with a standard chart of accounts, tenant charge (billing) codes, and report formats which are to provide reportsbe used unless otherwise agreed to in advance by NYSTRS. Manager shall submit concurrently with the other monthly reports a monthly electronic download of selected financial and operational data, information including general ledger and filingslease information, shall be contingent upon using the receipt distributive processing function of the relevant information from the MembersMRI.

Operating Statements. A. As and when prepared or received by the Manager, the Manager shall promptly provide each Member with copies of all reports, studies, operating statements, budgets and other material documents received by each Owner Entity and the Additional Property Owner Entities. The Manager shall at least once every Fiscal Year have the Company's books and records reviewed at Company expense by the Accountant. A copy of the reviewed audited financial statements shall be submitted promptly after completion to all Members, and not later than ninety (90) days after the end of each Fiscal Year. Each Associate Member shall provide the Manager with any and all reports and information regarding the Additional Property and the Additional Property Owner Entity that it manages and that the Manager requires in order to comply with its obligations under this Section 7.3. B. Upon As promptly as practical after the request end of any Member and solely to the extent that such information and reports are available to, and have been prepared or received by, the Managereach calendar quarter, the Manager shall promptly provide such requesting forward to each Member with (i) a quarterly Net Cash Flow statementstatement setting forth the calculation of Net Cash Flow and all disbursements of cash from the Company, (ii) unaudited financial statements of the Company, including a balance sheet as of the end of such quarter, statements of changes in Members' capital accounts during such quarter, statements of profit and loss for the applicable such quarter, all prepared in accordance with generally accepted accounting principles applied on a consistent basis, (iii) a revised projection of income and expenses of the Company for the remainder of the current Fiscal Year, (iv) in the event a Capital Transaction has occurred, a statement of the Net Proceeds of a Capital Transaction for such Capital Transaction. Upon the request of any Member and as As promptly as practical after the end of each calendar year, the Manager shall forward to such requesting each Member the same statements described in the preceding sentence for the preceding calendar year.. The Manager may, at its option, require each Associate Member to be responsible for the preparation of all such reports with respect to any Additional Property and any Additional Property Owner Entity that it manages, including, but not limited to, the reports and information required to be delivered to Inland under the terms of Section 6.2.D. - 42 - C. As soon as practicable, but within not later than seventy-five (75) days after the end of the Fiscal Year, and only after the written approval thereof by the Manager, the Tax Matters Member shall, as a Company expense, furnish the Members with all necessary tax reporting information required by the Members for the preparation of their respective federal, state and local income tax returns, including each Member’s 's pro rata share of income, gain, loss, deductions and credits for such Fiscal Year. The Tax Matters Member hereby covenants and agrees that no tax return of the Company, any Owner Entity or any Additional Property Owner Entity shall be filed with any governmental authority without the prior written consent of all Members. D. As soon as practicable, but in no event not later than seventy-five (75) days after the end of the Fiscal Year, and only after the written approval by the Manager, the Tax Matters Member shall, as a Company expense, furnish each Member with copies of the Company’s 's federal partnership Return of Income and other income tax returns, together with each Member’s 's Schedule K-1 or analogous schedule, which returns shall be signed by the Tax Matters Member on behalf of the Company and co-signed by the Company’s accountant Accountant as preparer. E. Except as otherwise provided in this Agreement, all decisions as to accounting principles, whether for the Company’s 's books or for income tax purposes (and such decisions may be different for each such purpose) and all elections available to the Company under applicable tax law shall be made by the ManagerTax Matters Member. The Company shall cause all federal, state and local income and other tax returns to be timely filed by the Company, provided that such returns shall be subject to prior review and approval by Inland and the Associate Members. F. Each Member shall promptly provide the Manager and/or the Tax Matters Member, as applicable, with the information necessary in order to enable the Manager and/or the Tax Matters Member to furnish the information, reports and/or statements called for pursuant to this Section 7.3. The Manager’s 's and/or the Tax Matters Member’s 's obligations to provide reports, information and filings, shall be contingent upon the receipt of the relevant information from the Members.

Operating Statements. A. As and when prepared or received by the Manager, the Manager shall promptly provide each Member with copies of all reports, studies, operating statements, budgets and other material documents received by the CompanyIntentionally Deleted. B. Upon the request of any Member and solely to the extent that such information and reports are available to, and have been prepared or received by, the Manager, the Manager shall promptly provide such requesting Member with (i) a Net Cash Flow statementstatement for the Property and the Company, (ii) unaudited audited financial statements of the Company, including statements of profit and loss for the applicable quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis, (iii) a revised projection of annual income and expenses of the Company for the remainder of the current Fiscal YearCompany, (iv) in the event a Capital Transaction has occurred, a statement of the Net Proceeds of a Capital Transaction for such Capital Transaction. Upon the request of any Member and as promptly as practical after the end of each calendar year, the Manager shall forward to such requesting Member the same statements described in the preceding sentence for the preceding calendar year. C. As soon as practicable, but within seventy-five ninety (7590) days after the end of the Fiscal Year, and only after the written approval thereof by the Manager, the Tax Matters Member shall, as a Company expense, furnish the Members with all necessary tax reporting information required by the Members for the preparation of their respective federal, state and local income tax returns, including each Member’s pro rata share of income, gain, loss, deductions and credits for such Fiscal Year, together with audited financial statements of the Company for the prior calendar year. D. As soon as practicable, but in no event later than seventy-five ninety (7590) days after the end of the Fiscal Year, the Tax Matters Member shall, as a Company expense, furnish each Member with copies of the Company’s federal partnership Return of Income and other income tax returns, together with each Member’s Schedule K-1 or analogous schedule, which returns shall be signed by the Tax Matters Member on behalf of the Company and co-signed by the Company’s accountant as preparer. E. Except as otherwise provided in this Agreement, all decisions as to accounting principles, whether for the Company’s books or for income tax purposes (and such decisions may be different for each such purpose) and all elections available to the Company under applicable tax law shall be made by the Manager; provided, that the Manager shall not make any decision or election that shall have a disproportionately adverse effect on the Investors. F. Each Member shall promptly provide the Manager and/or the Tax Matters Member, as applicable, with the information necessary in order to enable the Manager and/or the Tax Matters Member to furnish the information, reports and/or statements called for pursuant to this Section 7.3. The Manager’s and/or the Tax Matters Member’s obligations to provide reports, information and filings, shall be contingent upon the receipt of the relevant information from the Members.

Operating Statements. A. As and when prepared or received by the Manager, the Manager shall promptly provide each Member with copies of all reports, studies, operating statements, budgets and other material documents received by the CompanyIntentionally Deleted. B. Upon the request of any Member and solely to the extent that such information and reports are available to, and have been prepared or received by, the Manager, the Manager shall promptly provide such requesting Member with (i) a Net Cash Flow statementstatement for the Property and the Company, (ii) unaudited financial statements of the Company, including statements of profit and loss for the applicable quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis, (iii) a revised projection of annual income and expenses of the Company for the remainder of the current Fiscal YearCompany, (iv) in the event a Capital Transaction has occurred, a statement of the Net Proceeds of a Capital Transaction for such Capital Transaction. Upon the request of any Member and as promptly as practical after the end of each calendar year, the Manager shall forward to such requesting Member the same statements described in the preceding sentence for the preceding calendar year. C. As soon as practicable, but within seventy-five ninety (7590) days after the end of the Fiscal Year, and only after the written approval thereof by the Manager, the Tax Matters Member shall, as a Company expense, furnish the Members with all necessary tax reporting information required by the Members for the preparation of their respective federal, state and local income tax returns, including each Member’s pro rata share of income, gain, loss, deductions and credits for such Fiscal Year. D. As soon as practicable, but in no event later than seventy-five ninety (7590) days after the end of the Fiscal Year, the Tax Matters Member shall, as a Company expense, furnish each Member with copies of the Company’s federal partnership Return of Income and other income tax returns, together with each Member’s Schedule K-1 or analogous schedule, which returns shall be signed by the Tax Matters Member on behalf of the Company and co-signed by the Company’s accountant as preparer. E. Except as otherwise provided in this Agreement, all decisions as to accounting principles, whether for the Company’s books or for income tax purposes (and such decisions may be different for each such purpose) and all elections available to the Company under applicable tax law shall be made by the Manager; provided, that the Manager shall not make any decision or election that shall have a disproportionately adverse effect on the Investor. F. Each Member shall promptly provide the Manager and/or the Tax Matters Member, as applicable, with the information necessary in order to enable the Manager and/or the Tax Matters Member to furnish the information, reports and/or statements called for pursuant to this Section 7.3. The Manager’s and/or the Tax Matters Member’s obligations to provide reports, information and filings, shall be contingent upon the receipt of the relevant information from the Members.

Operating Statements. A. (a) As and when prepared or received by the ManagerManaging Member, Manager and/or the Company, the Manager Managing Member shall promptly provide each Member Member, when available, with copies of the monthly reports received from the Manager, periodic reports by the developer under the Development Agreement and all other material reports, studies, operating statements, budgets statements and other material documents received relating to the Properties, the Company or this Agreement. The Company shall at least once every calendar year have the Company's books and records audited at its expense by the CompanyAccountant. B. Upon (b) No later than the request later of any Member and solely to the extent that such information and reports are available to, and have been prepared or received by, the Manager, the Manager shall promptly provide such requesting Member with (i) a Net Cash Flow statement, the twentieth (ii20th) unaudited financial statements of the Company, including statements of profit and loss for the applicable quarter, prepared in accordance with generally accepted accounting principles applied on a consistent basis, (iii) a revised projection of income and expenses of the Company for the remainder of the current Fiscal Year, (iv) in the event a Capital Transaction has occurred, a statement of the Net Proceeds of a Capital Transaction for such Capital Transaction. Upon the request of any Member and as promptly as practical day after the end of each calendar year, month and (ii) five (5) days following receipt of the same from the Manager (if the Manager shall forward be responsible for producing the same), the Company shall, as a Company expense, furnish each Member with: (i) a statement of operations showing GAAP net income and actual incurred capital expenditures of the Properties in the aggregate and broken down by Subportfolio according to such requesting Member pre-determined categories, in a format which will allow for comparison to, and show variances from, the Budget; (ii) balance sheets on an accrual basis for the Company and for each Subportfolio; (iii) a full trial balance on an accrual basis (including assets, liabilities and profit and loss statement) on the Manager's existing format; and (iv) a schedule showing changes in Members' equity. (c) No later than the later of (i) the twentieth (20th) day after the end of each calendar quarter and (ii) five (5) days following receipt of the same statements described from the Manager (if the Manager shall be responsible for producing the same), the Company shall, as a Company expense, furnish each Member with a cash flow statement setting forth Net Cash Flow from the Properties in the preceding sentence for aggregate and broken down by Subportfolio for, and the preceding calendar yeardistribution thereof during, the reporting period. C. As soon as practicable, but within seventy-five (75d) No later than ninety (90) days after the end of each taxable year of the Fiscal Year, and only after the written approval thereof by the ManagerCompany, the Tax Matters Managing Member shall, as a Company expense, furnish the Members each Member with (i) all necessary tax reporting information required by the Members for the preparation of their respective federalFederal, state State and local income tax returns, including each Member’s 's pro rata share of income, gain, loss, deductions and credits for such Fiscal Year.year and (ii) an audited year-end statement of the Company in connection with the continuing operations of the Properties, including a balance sheet and the related statements of income and changes in financial conditions; D. As soon as practicable, but in no event later than seventy-five (75e) Within ninety (90) days after following the end of the Fiscal Yeartaxable year of the Company, the Tax Matters Managing Member shall, as a Company expense, furnish each Member with copies of the Company’s federal partnership Return of Income 's Federal and other income tax returns, together with each Member’s 's Schedule K-1 or analogous schedule, which returns shall be signed by the Tax Matters Managing Member on behalf of the Company and co-signed by the Company’s accountant Accountant as preparer. E. Except as otherwise provided in this Agreement(f) The Managing Member shall use reasonable efforts to cause all Federal, all decisions as State and local income and other tax returns (the "Tax Returns") to accounting principles, whether for be timely filed by the Company’s books . The Managing Member shall provide NYSTRS with a draft of the Tax Returns within a reasonable period of time prior to the Tax Returns being due for filing with any Federal, State or local taxing authority. NYSTRS shall have five (5) Business Days following the receipt of the draft Tax Returns to object to any item(s) set forth in such draft Tax Returns which would have a material adverse consequence to NYSTRS (a "Tax Return Objection"). The failure of NYSTRS to notify the Managing Member of a Tax Return Objection within such five (5) Business Day period shall be deemed an acceptance of such Tax Return unless such Tax Return shall be subsequently modified. If NYSTRS shall deliver a Tax Return Objection within such five (5) Business Day period, the Company shall not file any such Tax Return without NYSTRS's prior written consent. (g) The Managing Member shall be the "Tax Matters Member" of the Company for federal income tax purposes (i.e., the "tax matters partner" as described in Code Section 6231(a)(7)). All costs and such decisions may be different for each such purpose) and all elections available to the Company under applicable tax law shall be made expenses incurred by the Manager. F. Each Member shall promptly provide the Manager and/or the Tax Matters Member, as applicable, with the information necessary in order to enable the Manager and/or the Tax Matters Member in performing its duties as such (including legal and accounting fees) shall be borne by the Company. The Tax Matters Member shall not extend the statute of limitations, select a judicial forum to challenge a determination of the Internal Revenue Service or enter into any settlement with any taxing authority (federal, state or local) without the consent of NYSTRS. Each Member shall give prompt notice to each other Member of any and all notices it receives from any taxing authority (federal, state or local) concerning the Company, including, without limitation, any notice of audit, any notice of action with respect to a revenue agent's report, any notice of a 30-day appeal letter or any notice of a deficiency in tax concerning the Company's income tax returns. The Tax Matters Member shall furnish each Member with status reports regarding any negotiation between such taxing authority and the informationCompany, reports and/or and each such Member, if it so requests, may participate in such negotiation. (h) If at any time and from time to time in the review of the reports, studies, operating statements called for or other documents relating to the Properties delivered by the Company to NYSTRS pursuant to this Section 7.3Section, NYSTRS shall become aware of any action which would result in the realization by NYSTRS of UBTI, NYSTRS shall promptly notify the Managing Member of the same. (i) The Managing Member shall use commercially reasonable efforts to have property management software developed by Management Reports, Inc. ("MRI") installed and utilized as soon as practical, or any other property management software which NYSTRS shall reasonably require; provided, however that if NYSTRS shall require more than one such change after conversion to MRI, then such further conversion shall be at NYSTRS' expense. The Manager’s and/or modules required for implementation shall include general ledger, commercial management, and distributive processing. NYSTRS, at its sole discretion, may require at the Tax Matters Member’s obligations Company's expense appropriate enhancements to the property management software. The database structure, system type, and property number will be provided by NYSTRS and will not be modified without the consent of NYSTRS. NYSTRS will provide reportsManaging Member with a standard chart of accounts, information tenant charge (billing) codes, and filingsreport formats which are to be used unless otherwise agreed to in advance by NYSTRS. Manager shall submit concurrently with the other monthly reports a monthly electronic download of selected financial and operational data, shall be contingent upon including general ledger and lease information, using the receipt distributive processing function of the relevant information from the MembersMRI.