Common use of Reports to Members Clause in Contracts

Reports to Members. 7.2.1 The Company shall cause to be prepared and mailed to each Member: (a) as soon as practicable and in any event within thirty (30) days after the end of every quarterly accounting period of each Fiscal Year, an unaudited balance sheet of the Company as of the last day of such semi-annual period and the related statement of income, shareholders' equity and cash flows and reports of all distributions made to Members for such semi-annual periods and for the portion of the Fiscal Year ending with the last day of such quarter, setting forth in each case in comparative form corresponding unaudited figures from the preceding Fiscal Year (if applicable), prepared in all such cases in accordance with GAAP, (b) as soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, a balance sheet of the Company as of the end of such year and the related statements of income, shareholders' equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1; (c) an audit opinion of the Company's independent auditors selected pursuant to Sections 7.1 hereof relating to the financial statements described in clauses (a) and (b) hereof to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP; (d) such Member's closing Capital Account as of the end of such Fiscal Year; and (e) a report indicating such Member's share of all items of income, gain, loss, deduction and credit of the Company for such Fiscal Year on a GAAP basis for financial reporting purposes. 7.2.2 Within thirty (30) days after the end of each quarter, the Company shall cause to be prepared and mailed to each Member a financial report setting forth such Member's closing Capital Account as of the end of such quarter and the manner of the calculation thereof. 7.2.3 At such time, the Company shall deliver at the Company's sole expense to each Member an estimate of such Member's share of all items of income, gain, loss, deduction and credit of the Company for such quarter and for the Fiscal Year to date for federal income tax purposes. 7.2.4 The above financial statements shall be accompanied by a certificate of the principal accounting or financial officer of the Company to the effect that such financial statements have been prepared under such officer's supervision and that, although such financial statements do not contain the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer's judgment, fairly present the financial condition and results of operations of the Company as of the date and for the periods indicated, subject to normal recurring year-end audit adjustments. 7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be prepared in accordance with GAAP, and (ii) include comparisons with the corresponding amounts of the immediately prior Fiscal Year.

Reports to Members. 7.2.1 The Company shall cause to be prepared and mailed to each Member: (a) as soon as practicable and in any event within thirty (30) days after the end of every quarterly accounting period of each Fiscal Year, an unaudited balance sheet of the Company as of the last day of such semi-annual period and the related statement of income, shareholders' equity and cash flows and reports of all distributions made to Members for such semi-annual periods and for the portion of the Fiscal Year ending with the last day of such quarter, setting forth in each case in comparative form corresponding unaudited figures from the preceding Fiscal Year (if applicable), prepared in all such cases in accordance with GAAP, (b) as soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, a balance sheet of the Company as of the end of such year and the related statements of income, shareholders' equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1; (c) an audit opinion of At the Company's independent auditors selected pursuant to Sections 7.1 hereof relating to the financial statements described in clauses (a) and (b) hereof to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP; (d) such Member's closing Capital Account as of the end of such Fiscal Year; and (e) a report indicating such Member's share of all items of income, gain, loss, deduction and credit of the Company for such Fiscal Year on a GAAP basis for financial reporting purposes. 7.2.2 Within thirty (30) days after the end of each quarter’s expense, the Company shall cause provide and distribute to be prepared Members quarterly and mailed to each Member annual reports consisting of a financial report setting forth such Member's closing Capital Account as balance sheet, statement of the end profits and losses and a statement of such quarter and the manner of the calculation thereof. 7.2.3 At such time, the Company shall deliver at the Company's sole expense to each Member an estimate of such Member's share of all items of income, gain, loss, deduction and credit cash flow of the Company for such quarter and for the Fiscal Year to date for federal income tax purposes. 7.2.4 The above financial statements each Company Subsidiary, each of which shall be accompanied by a certificate of the principal accounting or financial officer of the Company to the effect that such financial statements have been prepared under such officer's supervision and that, although such financial statements do not contain the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer's judgment, fairly present the financial condition and results of operations of the Company as of the date and for the periods indicated, subject to normal recurring year-end audit adjustments. 7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be prepared in accordance with GAAP, as well as a statement of the Members’ Capital Accounts and such other and additional financial and other information, statements and/or reports pertaining to the Company and the Company Subsidiaries (and/or their activities and operations) that a Member may reasonably request, as follows: (a) beginning with the calendar quarter ended March 31, 2007, such quarterly reports shall be provided and distributed by the Company to the Members by no later than 45 days following the end of such calendar quarter, with “draft” reports (which shall be prepared based on the best estimates of the then available information) to be provided and distributed by the Company to the Members by no later than 20 days following the end of such calendar quarter; and (iib) include comparisons beginning with the corresponding amounts calendar year ended December 31, 2006, such annual reports, which shall be audited by the Company’s Accountants, shall be provided and distributed by the Company to the Members by no later than 90 days following the end of such calendar year, with “draft” reports (which shall be prepared based on the best estimates of the immediately prior Fiscal Yearthen available information) to be provided and distributed by the Company to the Members by no later than 30 days following the end of such year; provided, however, if the Company’s Accountant is PricewaterhouseCoopers, the cost that the Company shall bear for the preparation and issuance of such quarterly reports and audited annual reports, and any certifications required pursuant to Section 3.4 hereof, shall be capped at the amount equal to the total fees and charges that Xxxxxxxx LLP would have charged (based on its ordinary fee schedule) if Xxxxxxxx LLP (rather than PricewaterhouseCoopers) had prepared and issued such reports and certifications, with any additional fees and charges for the preparation and issuance of such reports to be borne solely by the Xxxx-Xxxx Member (but only if the Xxxx-Xxxx Member shall have first been furnished with reasonable evidence, in writing, of such additional fees and charges). The Managers shall provide all Members with those information returns required by the Code and the laws of any state.

Reports to Members. 7.2.1 The Company shall cause to be prepared and mailed to each Member: (a) as soon as practicable and in any event within thirty (30) days after the end of every quarterly accounting period of each Fiscal Year, an unaudited balance sheet of the Company as of the last day of such semi-annual period and the related statement of income, shareholders' ’ equity and cash flows and reports of all distributions made to Members for such semi-annual periods and for the portion of the Fiscal Year ending with the last day of such quarter, setting forth in each case in comparative form corresponding unaudited figures from the preceding Fiscal Year (if applicable), prepared in all such cases in accordance with GAAP, (b) as soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, a balance sheet of the Company as of the end of such year and the related statements of income, shareholders' ’ equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1; (c) an audit opinion of the Company's ’s independent auditors selected pursuant to Sections 7.1 hereof relating to the financial statements described in clauses (a) and (b) hereof to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP; (d) such Member's ’s closing Capital Account as of the end of such Fiscal Year; and (e) a report indicating such Member's ’s share of all items of income, gain, loss, deduction and credit of the Company for such Fiscal Year on a GAAP basis for financial reporting purposes. 7.2.2 Within thirty (30) days after the end of each quarter, the Company shall cause to be prepared and mailed to each Member a financial report setting forth such Member's ’s closing Capital Account as of the end of such quarter and the manner of the calculation thereof. 7.2.3 At such time, the Company shall deliver at the Company's ’s sole expense to each Member an estimate of such Member's ’s share of all items of income, gain, loss, deduction and credit of the Company for such quarter and for the Fiscal Year to date for federal income tax purposes. 7.2.4 The above financial statements shall be accompanied by a certificate of the principal accounting or financial officer of the Company to the effect that such financial statements have been prepared under such officer's ’s supervision and that, although such financial statements do not contain the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer's ’s judgment, fairly present the financial condition and results of operations of the Company as of the date and for the periods indicated, subject to normal recurring year-end audit adjustments. 7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be prepared in accordance with GAAP, and (ii) include comparisons with the corresponding amounts of the immediately prior Fiscal Year.

Reports to Members. 7.2.1 (a) The Board of Directors shall cause the Company to provide reports, including a balance sheet, statement of profit and loss and changes in Members’ accounts, and a statement of cash flows, at least annually to the Members at such time and in such manner as the Board of Directors may determine reasonable. The Company shall cause engage a reputable firm of independent certified public accountants to be prepared and mailed to each Member: (a) as soon as practicable and in any event within thirty (30) days after the end of every quarterly accounting period of each Fiscal Year, an unaudited balance sheet provide annual audit reports of the Company as of the last day of such semi-annual period and the related statement of income, shareholders' equity and cash flows and reports of all distributions made to Members for such semi-annual periods and for the portion of the Fiscal Year ending with the last day of such quarter, setting forth in each case in comparative form corresponding unaudited figures from the preceding Fiscal Year (if applicable)Company’s consolidated financial statements, prepared in all such cases in accordance with generally accepted accounting principles as formulated and interpreted by the Financial Accounting Standards Board in the United States of America (“GAAP,”). (b) For so long as soon (x) an Investor holds Membership Interests that in the aggregate constitute more than 50% of the Membership Interests initially purchased by such Investor pursuant to its respective Investor Purchase Agreement or (y) the New Members together hold, as practicable the case may be, Consideration Interests that in the aggregate constitute more than 50% of the Consideration Interests (including upon the issuance thereof (if any), the Retained Consideration Interests) acquired by the New Members pursuant to the ODL Purchase Agreement, as applicable, the Company shall prepare and in any event within ninety deliver to the Investor or the New Members, as applicable, (90i) not more than 180 days (and will endeavor to deliver to such Investor or New Members, as applicable, not more than 120 days) after the end of each Fiscal Year, a balance sheet copy of the audited consolidated financial statements of the Company as of the end of such year and the related statements of income, shareholders' equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1; (c) an audit opinion of the Company's independent auditors selected pursuant to Sections 7.1 hereof relating to the financial statements described in clauses (a) and (b) hereof to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP; (d) such Member's closing Capital Account its subsidiaries as of the end of such Fiscal Year; and (e) a report indicating such Member's share of all items of income, gain, loss, deduction including an audited consolidated balance sheet showing the assets and credit liabilities of the Company and its subsidiaries as of the close of such Fiscal Year and an audited consolidated statement of income and expenses showing the results of operations for such Fiscal Year on a Year, prepared in accordance with GAAP basis for financial reporting purposes. 7.2.2 Within thirty and the accompanying audit report of the Company’s independent accountants, (30ii) not more than 45 days after the end of each quarterfiscal quarter (other than the last fiscal quarter of the any Fiscal Year), a copy of the unaudited consolidated quarterly financial statements of the Company shall cause to be prepared and mailed to each Member a financial report setting forth such Member's closing Capital Account its subsidiaries as of the end of such quarter quarter, including a consolidated balance sheet showing the assets and the manner of the calculation thereof. 7.2.3 At such time, the Company shall deliver at the Company's sole expense to each Member an estimate of such Member's share of all items of income, gain, loss, deduction and credit liabilities of the Company and its subsidiaries as of the close of such fiscal quarter and a consolidated statement of income and expenses showing the results of operations for such quarter and for fiscal quarter, prepared in accordance with GAAP, (iii) as soon as practicable, but not later than 35 days, after the Fiscal Year to date for federal income tax purposes. 7.2.4 The above end of each fiscal month (other than the last month of any fiscal quarter), a copy of the unaudited consolidated monthly financial statements shall be accompanied by a certificate of the principal accounting or financial officer of the Company to and its subsidiaries as of the effect that end of such financial statements have been prepared under month, including a consolidated balance sheet showing the assets and liabilities of the Company and its subsidiaries as of the close of such officer's supervision month and that, although such financial statements do not contain a consolidated statement of income and expenses showing the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer's judgment, fairly present the financial condition and results of operations of the Company as of the date and for the periods indicatedsuch month, subject to normal recurring year-end audit adjustments. 7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be prepared in accordance with GAAP, and (iiiv) include comparisons with if prepared by the corresponding amounts Company and provided to other Members, a copy of the immediately prior Company’s and its subsidiaries’ consolidated capital and operating expense budgets, cash flow projections and income and loss projections for such Fiscal Year, and any amendments to such budgets and projections, provided that if any of the financial statements referenced in this Section 4.2(b) are prepared and provided to other Members on a date earlier than required, such financial statements will also be provided to the Investor or New Members if the Investor or New Members, as applicable, is(are) otherwise entitled to receipt under this Section 4.2(b). (c) Each of the Investors and each of the New Members acknowledges that any such information and all other information received from the Company pursuant to this

Reports to Members. 7.2.1 (a) The Company Board shall cause to be prepared and mailed furnished to each MemberMember at the Company’s expense with respect to each Fiscal Year of the Company: (ai) all appropriate and necessary tax returns and filings with relevant tax authorities filed in accordance with Section 7.5; (ii) an audited balance sheet, income statement, statements of cash flows and Members’ Capital Accounts prepared in accordance with generally accepted accounting principles applicable in the United States and consistently applied; and (iii) such other information as soon as practicable the Company deems reasonably necessary for the Members to be advised of the current status of the Company and in any event its business. The Board shall cause the foregoing to be furnished to the Members within thirty sixty (3060) days after the end of every quarterly accounting period close of each Fiscal Year, an unaudited balance sheet Year of the Company as of the last day of such semi-annual period and the related statement of income, shareholders' equity and cash flows and reports of all distributions made to Members for such semi-annual periods and for the portion of the Fiscal Year ending with the last day of such quarter, setting forth in each case in comparative form corresponding unaudited figures from the preceding Fiscal Year (if applicable), prepared in all such cases in accordance with GAAP,Company. (b) The Board shall cause to be prepared and furnished to each Member with respect to each fiscal quarter other than the Company’s last fiscal quarter of each Fiscal Year an unaudited report prepared in accordance with generally accepted accounting principles applicable in the United States and consistently applied, which includes for the quarter and year to date a balance sheet, an income statement, a statement of cash flows and: (i) a statement as soon as practicable to the more recent of (i) the cost of the Property or (ii) if it has been prepared, an estimate of the Fair Value of the Property, and in any event all secured debt and other liabilities accrued with respect to the Property or otherwise payable by the Company; (ii) a statement showing the computation of fees and distributions to the Board and its Affiliates which statement shall separately reflect each type of transaction with or service provided by the Board and its Affiliates, the amount paid with respect thereto, and the method or formula used for calculating such payment, other than transactions specifically contemplated by this Agreement; (iii) a statement of each Member’s Capital Account; and (iv) a Member’s Capital Account transactions report which shows the details of all transactions of the Company which flow through a Member’s Capital Account and have occurred since the end of the preceding quarter and preceding Fiscal Year, including all capital calls, cash flows and/or capital distributions. The Board shall cause the foregoing to be furnished to the Members within sixty (60) days after the close of the relevant fiscal quarter. (c) No later than ninety (90) days after the end of each Fiscal Year, a balance sheet of the Company as of the end of such year and the related statements of income, shareholders' equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1;Board shall provide each Member with: (ci) an audit opinion a statement reflecting any transactions with the Board or any of its Affiliates with respect to the Company's independent auditors selected pursuant to Sections 7.1 hereof relating to ; and (ii) a summary of any regulatory or legal proceedings against the financial statements described in clauses (a) and (b) hereof to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP;Board. (d) such Member's closing Capital Account as The Board shall cause to be prepared and furnished to each Member a statement describing any uncured event of the end of such Fiscal Year; and (e) a report indicating such Member's share of all items of income, gain, loss, deduction and credit of default under any loans to which the Company for such Fiscal Year on a GAAP basis for financial reporting purposes. 7.2.2 Within or any of its subsidiaries is subject, within thirty (30) days after the end of each quarter, the Company shall cause to be prepared and mailed to each Member a financial report setting forth such Member's closing Capital Account as of the end of such quarter and the manner of the calculation Board has knowledge thereof. 7.2.3 At (e) The Board shall provide such time, other reports or information as any Member may reasonably request relating to the Company shall deliver at Board’s reasonable projections as to the Company's sole expense ’s unrelated business taxable income. The Board shall use its commercially reasonable efforts to each Member an estimate of such Member's share of all items of income, gain, loss, deduction provide financial information in substance and credit format as may be reasonably requested by a majority of the Company for such quarter and for the Fiscal Year to date for federal income tax purposes. 7.2.4 The above financial statements shall be accompanied by a certificate Percentage Interests of the principal accounting or financial officer of the Company to the effect that such financial statements have been prepared under such officer's supervision and that, although such financial statements do not contain the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer's judgment, fairly present the financial condition and results of operations of the Company as of the date and for the periods indicated, subject to normal recurring year-end audit adjustmentsMembers. 7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be prepared in accordance with GAAP, and (ii) include comparisons with the corresponding amounts of the immediately prior Fiscal Year.

Reports to Members. 7.2.1 The Company shall cause to be prepared and mailed to each Member: (a) as soon as practicable and in any event within thirty (30) Within 15 business days after the end of every quarterly accounting each of the first two fiscal months of a fiscal quarter, the Company shall deliver to each Member (i) unaudited consolidated balance sheets of the Company and its consolidated subsidiaries as at the end of such month and the related consolidated statements of income of the Company and its consolidated subsidiaries for the period from the beginning of the Fiscal Year most recently ended to the end of such month, and such month to the end of such month, in each case that present fairly in all material respects the financial position and results of operations of the Company as at the dates and for the periods indicated and (ii) a certificate executed by the CFO to such effect. In addition, after the end of the second fiscal month of each fiscal quarter, the Company shall include in its delivery of information above a forecast of the unaudited consolidated statements of income of the Company and its consolidated subsidiaries for such quarter. (b) Within 15 business days after the end of each fiscal quarter of a Fiscal Year, the Company shall deliver to each Member unaudited consolidated balance sheets of the Company and its consolidated subsidiaries as at the end of such quarter and the related consolidated statements of income of the Company and its consolidated subsidiaries for the period from the beginning of the Fiscal Year most recently ended to the end of such quarter, and such quarter to the end of such quarter, in each case that present fairly in all material respects the financial position and results of operations of the Company as at the dates and for the periods indicated. (c) In addition, within 30 days after the end of each of the first three fiscal quarters of a Fiscal Year, the Company shall deliver to each Member (i) unaudited consolidated balance sheets of the Company and its consolidated subsidiaries as at the end of such quarter and the related consolidated statements of income and statements of cash flow of the Company and its consolidated subsidiaries for the period from the beginning of the Fiscal Year most recently ended to the end of such quarter, and such quarter to the end of such quarter, in each case prepared in accordance with GAAP (without footnotes) applied on a basis consistent with the audited financial statements of the Company and its consolidated subsidiaries, subject to changes resulting from audit and normal year-end adjustments (that are not expected to be material in amount or significance) and (ii) a certificate executed by the CFO to such effect; provided, however, that for the fiscal quarters prior to completion of the first annual audit of the Company, such financial statements shall be required to be prepared in accordance with GAAP to the Company’s best knowledge and belief. (d) Within 45 days after the end of each of each Fiscal Year, an the Company shall deliver to each Member unaudited consolidated balance sheet sheets of the Company and its consolidated subsidiaries as of at the last day end of such semi-annual period Fiscal Year and the related statement unaudited consolidated statements of income, shareholders' equity income of the Company and cash flows and reports of all distributions made to Members its consolidated subsidiaries for such semi-annual periods and for the portion of the Fiscal Year ending with the last day of such quarter, setting forth in each case in comparative form corresponding unaudited figures from the preceding Fiscal Year (if applicable), prepared in all such cases in accordance with GAAP,. (be) as soon as practicable and in any event within ninety (90) Within 60 days after the end of each Fiscal Year, a the Company shall deliver to each Member audited consolidated balance sheet sheets of the Company and its consolidated subsidiaries as of at the end of such year Fiscal Year and the related consolidated statements of income, shareholders' equity income and statements of cash flows, setting forth in comparative form corresponding figures from flow of the preceding Company and its consolidated subsidiaries for such Fiscal Year, Year prepared in all such cases in accordance with GAAP, all in reasonable detail and accompanied by an audit a report thereon of a nationally recognized accounting firm specified the Company’s independent auditors as to such consolidated financial statements presenting fairly in Section 7.1; (c) an audit opinion all material respects the financial position of the Company's independent auditors selected pursuant Company and its consolidated subsidiaries as at the dates indicated and as to Sections 7.1 hereof relating to the financial statements described such audit having been made in clauses (a) and (b) hereof to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity accordance with GAAP applied on a basis consistent with prior years (except as otherwise specified noted in such report) and that the audit notes thereto). Concurrently with the delivery of such consolidated annual financial statements has been performed in accordance with GAAP; (d) such Member's closing Capital Account as of the end of such Fiscal Year; and (e) a report indicating such Member's share of all items of income, gain, loss, deduction and credit of the Company for such Fiscal Year on a GAAP basis for financial reporting purposes. 7.2.2 Within thirty (30) days after the end of each quarter, the Company shall cause to be prepared and mailed to each Member a financial report setting forth such Member's closing Capital Account as of the end of such quarter and the manner of the calculation thereof. 7.2.3 At such timestatements, the Company shall deliver at the Company's sole expense (i) a statement to each Member an estimate of the balance of each such Member's share ’s Contribution Cap and aggregate Additional Cash Contributions, (ii) a comparison of all items of income, gain, loss, deduction actual results to the Business Plan for such Fiscal Year and credit (iii) unaudited consolidated balance sheets of the Company for and its consolidated subsidiaries as at the end of the fourth fiscal quarter that are contained in such quarter and for the Fiscal Year to date for federal income tax purposes. 7.2.4 The above annual financial statements shall be accompanied by a certificate and the related consolidated statements of the principal accounting or financial officer income and statements of cash flow of the Company to the effect that and its consolidated subsidiaries for such financial statements have been prepared under such officer's supervision and that, although such financial statements do not contain the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer's judgment, fairly present the financial condition and results of operations of the Company as of the date and for the periods indicated, subject to normal recurring year-end audit adjustmentsquarter. 7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be prepared in accordance with GAAP, and (ii) include comparisons with the corresponding amounts of the immediately prior Fiscal Year.

Reports to Members. 7.2.1 (a) The Company Company, at the Company’s expense, shall cause to be prepared and mailed furnished to each MemberMember with respect to each Fiscal Year of the Company the following: (ai) as soon as practicable and in any event within thirty forty-five (3045) days after the end of every quarterly accounting period close of each such Fiscal Year, an unaudited audited report prepared in accordance with GAAP, which includes for the Fiscal Year a balance sheet sheet, an income statement, and a statement of cash flows of the Company as of the last day on a consolidated basis, and a statement of such semiMember’s Capital Account; and (ii) within forty-annual period five (45) days after the close of each such Fiscal Year, such other information as the Managing Member deems reasonably necessary. (b) The Company, at the Company’s expense, shall cause to be prepared and furnished to each Member with respect to the related first, second, third and fourth fiscal quarters of each Fiscal Year within twenty-five (25) days after the close of each such fiscal quarter: (i) an unaudited report prepared in accordance with GAAP, which includes for the quarter and year to date, as applicable (A) a balance sheet and an income statement on a consolidated basis, a statement of income, shareholders' equity and cash flows and reports a statement of all distributions made to Members for such semi-annual periods Member’s Capital Account, and for the portion (B) a comparison of the Fiscal Year ending with foregoing figures against the last day of such quarter, setting forth in each case in comparative form corresponding unaudited same figures from the preceding quarter and year to date; and (ii) such Member’s Capital Account transactions report which shows the details of all transactions of the Company which flow through such Member’s Capital Account and have occurred since the end of the preceding quarter and preceding Fiscal Year, including all capital calls, cash flows and/or capital distributions. (c) The Company, at the Company’s expense, shall cause to be prepared and furnished to each Member with respect to the following fiscal quarters during each Fiscal Year the following: (if applicable)i) within ten (10) days after the close of each of the first, prepared in all second, third and fourth fiscal quarters, an estimate of the Distributable Cash Flow as of the end of such cases in accordance with GAAP, fiscal quarter (bii) within forty-five (45) days after the close of each of the first, second and third fiscal quarters, a reasonably detailed calculation of the Distributable Cash Flow as soon as practicable of the end of such fiscal quarter and in any event (iii) within ninety (90) days after the end of each Fiscal Year, a balance sheet of the Company as of the end of such the fiscal year, a year and the related statements of income, shareholders' equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1; (c) an audit opinion of the Company's independent auditors selected pursuant to Sections 7.1 hereof relating to the financial statements described in clauses (a) and (b) hereof to the effect that such financial statements (except end statement calculating Distributable Cash Flow for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP;fiscal year. (d) such Member's closing Capital Account as of the end of such Fiscal Year; and (e) a report indicating such Member's share of all items of income, gain, loss, deduction and credit of the Company for such Fiscal Year on a GAAP basis for financial reporting purposes. 7.2.2 Within thirty (30) days after the end of each quarterIn addition, the Company shall cause to be prepared and mailed furnished to each Member the following: (i) within fifteen (15) days after the close of each fiscal quarter, a computation of all fees recognized on an accrual basis during such quarter and a computation of all distributions made to the Members; and (ii) within fifteen (15) days after the close of each fiscal quarter, a draft balance sheet, income statement and statement of cash flows of the Company on a consolidated basis for the applicable fiscal quarter and year to date and a draft statement of such Member’s Capital Account. (e) If the Managing Member desires to cause the issuance of Additional Interests, then the Company, at the Company’s expense, shall cause to be prepared and furnished to each Member a financial report setting forth such Member's closing Capital Account as of the end of such quarter and the manner of the calculation thereof. 7.2.3 At such time, the Company shall deliver at the Company's sole expense to each Member an estimate of such Member's share of all items of income, gain, loss, deduction and credit valuation of the Company for such quarter and for of each Common Unit determined using a methodology consistent with the Fiscal Year methodology used to date for federal income tax purposes. 7.2.4 The above financial statements shall be accompanied by a certificate of determine the principal accounting or financial officer of the Company to the effect that such financial statements have been prepared under such officer's supervision and that, although such financial statements do not contain the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer's judgment, fairly present the financial condition and results of operations value of the Company as of the date Effective Date (the “Valuation Methodology”); provided, that, if NSAM Member has a good faith reasonable basis for disagreeing with such valuation, or for believing that the valuation was not determined in accordance with the Valuation Methodology, NSAM Member shall notify the Company within thirty (30) days of receipt of such valuation, and for the periods indicatedManaging Member and NSAM Member will cooperate in good faith to agree upon a mutually acceptable resolution of such dispute; provided, subject however, if the parties are unable to normal recurring year-end audit adjustmentsagree on a mutually acceptable resolution, NSAM Member may request a valuation (“Third Party Valuation”) of the Company and of each Unit to be conducted at the Company’s expense by an Independent Appraiser. Any valuation by an Independent Appraiser made under this Agreement shall be made a manner that is consistent with the Valuation Methodology. The Company shall not issue any Additional Interests during the continuance of any valuation dispute without the approval of the NSAM Member and the Island Member. The Company shall reasonably cooperate with the NSAM Member if the NSAM Member requests that a Third Party Valuation be provided at another time, provided that such valuation shall be conducted at the NSAM Member’s expense. 7.2.5 Each financial report delivered (f) The Company shall provide to each Member (1) at least five (5) Business Days prior to each quarterly estimated tax payment date for calendar year corporations, an estimate of that Member’s share of the Company’s taxable income or loss with respect to such calendar quarter and (2) within twenty-five (25) days after the end of each Tax Year, estimated information necessary for such Member to prepare any required 1099-DIV forms. The Managing Member shall use commercially reasonable efforts to provide each Member with a draft of all material U.S. federal income tax returns (including any reports, statements, attachments or information returns) at least fifteen (15) days prior to the Members pursuant to this Section 7.2 due date (including extensions) for filing such returns, and shall consider in good faith any comments or corrections proposed by a Member. Notwithstanding the above, the Managing Member will provide each Member with (i) be prepared in accordance estimates of its IRS Schedule K-1 items with GAAPrespect to any Tax Year within twenty (20) days after the end of such Tax Year, (ii) a draft IRS Schedule K-1 with respect to the Tax Year no later than May 31 following such Tax Year, and (iiiii) include comparisons a final IRS Schedule K-1 with respect to the corresponding amounts of Tax Year no later than June 15 following such Tax Year. The Managing Member shall also provide to any Member such other information as may be reasonably requested by such Member relating to the immediately prior Fiscal YearCompany’s tax matters. Each Member acknowledges that any estimated tax information will be on an estimated basis only and may be substantially different than actual results.

Reports to Members. 7.2.1 The Company shall cause to be prepared and mailed to each Member: (a) as As soon as practicable and reasonably practical, but in any no event within later than thirty (30) days after the end of every quarterly accounting period close of each Fiscal Year, an unaudited balance sheet fiscal year of the Company (provided that such date may be extended for a reasonable period in the event of business exigencies), the Manager shall cause to be prepared and furnished to each Member at the Company’s expense: (i) The amount in the Capital Account of such Member as of the last day of such semi-annual period and fiscal year; and (ii) Such other information as the related statement of income, shareholders' equity and cash flows and reports of all distributions made to Members for such semi-annual periods and Manager deems reasonably necessary for the portion Members to be advised of the Fiscal Year ending with current status of the Company and its business. (b) No later than five (5) days after the last day of such each fiscal quarter (including the last fiscal quarter, setting forth in each case in comparative form corresponding unaudited figures from the preceding Fiscal Year (if applicable), prepared the Manager, in all such cases in accordance coordination with GAAP, (b) as soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, a balance sheet of the Company as of the end of such year property managers and the related statements of incomeAccountants, shareholders' equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1; (c) an audit opinion of the Company's independent auditors selected pursuant to Sections 7.1 hereof relating to the financial statements described in clauses (a) and (b) hereof to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP; (d) such Member's closing Capital Account as of the end of such Fiscal Year; and (e) a report indicating such Member's share of all items of income, gain, loss, deduction and credit of the Company for such Fiscal Year on a GAAP basis for financial reporting purposes. 7.2.2 Within thirty (30) days after the end of each quarter, the Company shall cause to be prepared and mailed furnished to each Member a financial report setting forth such Member's closing Capital Account as of the end of such quarter and the manner of the calculation thereof. 7.2.3 At such time, the Company shall deliver at which includes with respect to the Company's sole expense to each Member : (i) a balance sheet and income statement prepared in accordance with GAAP and on a cash basis; and (ii) an estimate of such Member's share of all items of income, gain, loss, deduction and credit of the Company income statement for such quarter and for the Fiscal Year to date for federal income tax purposes. 7.2.4 The above financial statements shall be accompanied by a certificate of the principal accounting or financial officer of the Company to the effect that such financial statements have been prepared under such officer's supervision and that, although such financial statements do not contain the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer's judgment, fairly present the financial condition and results of operations of the Company as of the date and for the periods indicated, subject to normal recurring year-end audit adjustments. 7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be to-date, prepared in accordance with GAAPGAAP and on a cash basis with respect to the Properties. (c) No later than three (3) Business Days after the twenty-fifth (25th) day of the month of January and for each month thereafter through December of each year (starting one full calendar month after the closing of the Merger Transactions), the Members shall provide to the Company (and the Manager shall use commercially reasonable efforts to cause each property manager to provide to the Company) all closing journals and records needed for such month’s closing of the financial statements. (d) Colonial shall cause the Accountants to (i) complete the audit of the Company’s books (other than the financial statements) within twenty-five (25) days after the close of each fiscal year, including SAS 61 communications with the audit committee of Colonial REIT, and (ii) include comparisons complete the audit of the Company’s financial statements at least fifteen (15) days prior to the date that Colonial is required to file its Form 10-K pursuant to the Securities Act of 1934, as amended, for Manager’s comment, review and approval. In addition, Colonial shall cause an independent public accounting firm designated, from time to time, by mutual agreement of the Manager and the Members who are Affiliates of Colonial REIT and G&I V REIT, to prepare the annual tax returns for the Company at least twenty (20) days prior to the date such tax returns are required to be filed under federal tax laws (as such due date may be extended by an extension filing) for Manager’s comment, review and approval. Such outside audit and tax return preparation expenses shall be expenses of the Company (including any costs associated with a third party valuation firm for the GAAP-required SFAS 141 valuation). Manager shall provide Colonial (and, in the case of audited financial statements for calendar year 2005, Colonial shall provide Manager, as contemplated in the last sentence of this Section 10.4(d)) with its written approval or comments on the Company’s audited financial statements and annual tax returns within ten (10) days of its receipt of such drafts. In the event that the Manager (or, with respect to audited financial statements for calendar year 2005, Colonial) does not respond within the allotted ten (10) day period, such approval shall be deemed given. Moreover, Manager and Colonial shall cooperate to (x) within fifteen (15) days after the close of each fiscal year of the Company, provide Colonial with information regarding tax depreciation and other book-tax differences for such preceding fiscal year, and (y) as soon as reasonably practicable, but in no event later than forty-five (45) days after the close of each fiscal year of the Company, cause to be prepared and furnished to Colonial, at the Company’s expense, the information necessary for satisfaction by Colonial of its financial reporting requirements under the Securities Act of 1934, as amended, and preparation by Colonial of its annual tax returns. Manager shall timely provide (and shall use commercially reasonable efforts to cause all property managers to timely provide) all information necessary to permit the Accountants and the tax return preparer to comply with the corresponding amounts requirements of this Section 10.4(d). Notwithstanding the immediately prior Fiscal Yearforegoing, for calendar year 2005, Manager shall cause the Accountants to comply with the requirements set forth in this Section 10.4(d). The Members acknowledge that the Company’s audit requirements in order to comply with GAAP (which shall be a Company expense) could differ from a Member’s own audit requirements (which shall not be a Company expense). Nothing in this Agreement is intended to require the Company to perform additional audit functions requested by a Member that are not necessary or appropriate in order for the Company to prepare audited financial statements in accordance with GAAP.

Reports to Members. 7.2.1 (a) The Company Board shall cause to be prepared and mailed furnished to each MemberMember at the Company’s expense with respect to each Fiscal Year of the Company: (ai) all appropriate and necessary tax returns and filings with relevant tax authorities filed in accordance with Section 8.5; (ii) an audited balance sheet, income statement, statements of cash flows and Members’ Capital Accounts prepared in accordance with generally accepted accounting principles applicable in the United States and consistently applied; and (iii) such other information as soon as practicable the Company deems reasonably necessary for the Members to be advised of the current status of the Company and in any event its business. The Board shall cause the foregoing to be furnished to the Members within thirty sixty (3060) days after the end of every quarterly accounting period close of each Fiscal Year, an unaudited balance sheet Year of the Company as of the last day of such semi-annual period and the related statement of income, shareholders' equity and cash flows and reports of all distributions made to Members for such semi-annual periods and for the portion of the Fiscal Year ending with the last day of such quarter, setting forth in each case in comparative form corresponding unaudited figures from the preceding Fiscal Year (if applicable), prepared in all such cases in accordance with GAAP,Company. (b) The Board shall cause to be prepared and furnished to each Member with respect to each fiscal quarter other than the Company’s last fiscal quarter of each Fiscal Year an unaudited report prepared in accordance with generally accepted accounting principles applicable in the United States and consistently applied, which includes for the quarter and year to date a balance sheet, an income statement, a statement of cash flows and: (i) a statement as soon as practicable to the more recent of (i) the cost of the Investment or (ii) if it has been prepared, an estimate of the Fair Value of the Investment, and in any event all secured debt and other liabilities accrued with respect to the Investment or otherwise payable by the Company; (ii) a statement showing the computation of fees and distributions to the Board and its Affiliates which statement shall separately reflect each type of transaction with or service provided by the Board and its Affiliates, the amount paid with respect thereto, and the method or formula used for calculating such payment, other than transactions specifically contemplated by this Agreement; (iii) a statement of each Member’s Capital Account; and (iv) a Member’s Capital Account transactions report which shows the details of all transactions of the Company which flow through a Member’s Capital Account and have occurred since the end of the preceding quarter and preceding Fiscal Year, including all capital calls, cash flows and/or capital distributions. The Board shall cause the foregoing to be furnished to the Members within sixty (60) days after the close of the relevant fiscal quarter. (c) No later than ninety (90) days after the end of each Fiscal Year, a balance sheet of the Company as of the end of such year and the related statements of income, shareholders' equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1;Board shall provide each Member with: (ci) an audit opinion a statement reflecting any transactions with the Board or any of its Affiliates with respect to the Company; and (ii) a summary of (i) any regulatory or legal proceedings against the Board and (ii) any material regulatory or legal proceedings against Xxxxxx X. Xxxxxxx which relate to (x) his activities on behalf of the Company's independent auditors selected pursuant to Sections 7.1 hereof relating to the financial statements described in clauses , (ay) and securities law violations or (bz) hereof to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP;criminal felony activities. (d) such Member's closing Capital Account as The Board shall cause to be prepared and furnished to each Member a statement describing any uncured event of the end of such Fiscal Year; and (e) a report indicating such Member's share of all items of income, gain, loss, deduction and credit of default under any loans to which the Company for such Fiscal Year on a GAAP basis for financial reporting purposes. 7.2.2 Within or any of its subsidiaries is subject, within thirty (30) days after the end of each quarter, the Company shall cause to be prepared and mailed to each Member a financial report setting forth such Member's closing Capital Account as of the end of such quarter and the manner of the calculation Board has knowledge thereof. 7.2.3 At (e) The Board shall provide such time, other reports or information as any Member may reasonably request relating to the Company shall deliver at Board’s reasonable projections as to the Company's sole expense ’s unrelated business taxable income. The Board shall use its commercially reasonable efforts to each Member an estimate of such Member's share of all items of income, gain, loss, deduction provide financial information in substance and credit format as may be reasonably requested by a majority of the Company for such quarter and for the Fiscal Year to date for federal income tax purposes. 7.2.4 The above financial statements shall be accompanied by a certificate Percentage Interests of the principal accounting or financial officer of the Company to the effect that such financial statements have been prepared under such officer's supervision and that, although such financial statements do not contain the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer's judgment, fairly present the financial condition and results of operations of the Company as of the date and for the periods indicated, subject to normal recurring year-end audit adjustmentsMembers. 7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be prepared in accordance with GAAP, and (ii) include comparisons with the corresponding amounts of the immediately prior Fiscal Year.

Reports to Members. 7.2.1 (A) The Managing Member shall use reasonable efforts to cause to be prepared and furnished to each Non-Managing Member within ninety (90) days, and the Managing Member shall in any event cause to be prepared and furnished to each Non-Managing Member within one-hundred and twenty (120) days, after the close of each Fiscal Year of the Company and at the Company's expense the following information with respect to such Fiscal Year (provided, -------- however, that with respect to the information required to be delivered ------- pursuant to clause (a) below, the Managing Member shall use reasonable efforts to cause the preparation and furnishing of such information within one-hundred and twenty (120) days, but in no event longer than the statutory filing requirements, including extensions): (a) the information necessary for the preparation by such Non-Managing Member of its Federal, state and other income tax returns; (b) an audited consolidated balance sheet, consolidated statement of cash flows, consolidated income statement (with reconciliation to cash) and statement of Members' Capital Accounts and an unaudited consolidating balance sheet, consolidating statement of cash flows and consolidating income statement (with reconciliation to cash) with respect to all of the Company's Investments and related Investment Entities, all of which shall be prepared in accordance with generally accepted accounting principles (or such other accounting basis as shall be reasonably acceptable to the Class A Members); (c) a copy of management's letter to the auditors; (d) to the extent available, any accounting audits and accounting firm reports with respect to any Investment; and (e) such other information as the Managing Member deems reasonably necessary for the Non-Managing Members to be advised of the current status of the Company and its business. (B) No later than sixty (60) days after the last day of each fiscal quarter other than the Company's last fiscal quarter, the Managing Member shall cause to be prepared and mailed furnished to each Non-Managing Member an unaudited report prepared in accordance with generally accepted accounting principles (or such other accounting basis as shall be reasonably acceptable to the Class A Member), accompanied by a certificate of the senior officer of the Company responsible for the preparation of the Company's financial statements certifying that such financial statements fairly present in all material respects (subject to exceptions to specific line items in such reports as shall be specified in reasonably sufficient detail by such senior officer), which report shall include for such fiscal quarter and year-to-date the following information: (a) as soon as practicable and in any event within thirty (30) days after the end of every quarterly accounting period of each Fiscal Yeara consolidated balance sheet, an unaudited balance sheet of the Company as of the last day of such semi-annual period and the related consolidated statement of income, shareholders' equity and cash flows and reports consolidated income statement (with reconciliation to cash) and a consolidating balance sheet, consolidating statement of all distributions made cash flows and consolidating income statement (with reconciliation to Members for such semi-annual periods and for the portion of the Fiscal Year ending with the last day of such quarter, setting forth in each case in comparative form corresponding unaudited figures from the preceding Fiscal Year (if applicablecash), prepared in all such cases in accordance with GAAP,; (b) a statement of operations; (c) a statement as soon as practicable to the then Deemed Value of each Investment and in all secured debt and other liabilities accrued with respect to each Investment or otherwise payable by the Company; (d) a statement showing the computation of fees and distributions to the Managing Member and its Affiliates which statement shall separately reflect each transaction with or service provided by the Managing Member and its Affiliates, the amount paid with respect thereto, and the method or formula used for calculating such payment; (e) a statement of each Member's Capital Account; and (f) a Member's Capital Account transactions report which shows the details of all Company transactions which flow through a Member's Capital Account and have occurred since the end of the preceding quarter and preceding Fiscal Year, including, but not limited to, the date, nature, and amount of all capital calls, cash flows and/or capital distributions, and their effects at the time on each Member's Cumulative Priority Return and overall yield on Investments. (g) to the extent available, any event within ninety accounting audits and accounting firm reports with respect to an Investment. (90C) No later than one-hundred and twenty (120) days after the end of each Fiscal Year, a balance sheet of the Company as of the end of such year and the related statements of income, shareholders' equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1;Managing Member shall provide each Non-Managing Member with: (c) an audit opinion of the Company's independent auditors selected pursuant to Sections 7.1 hereof relating to the financial statements described in clauses (a) and (b) hereof a statement reflecting any transactions with the Managing Member or any of its Affiliates with respect to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP; (d) such Member's closing Capital Account as of the end of such Fiscal YearCompany; and (eb) a report indicating such Member's share summary of all items any material regulatory or material legal proceedings, if any, against the Managing Member or any of income, gain, loss, deduction and credit of the Company for such Fiscal Year on a GAAP basis for financial reporting purposesits officers or directors. 7.2.2 Within thirty (30D) days after the end of each quarter, the Company The Managing Member shall cause to be prepared and mailed furnished to each Non-Managing Member a financial report setting forth such Member's closing Capital Account as statement describing any monetary or material non-monetary uncured event of default under any loans to which the end of such quarter and Company or any Investment Entity is subject, within three (3) days after the manner of the calculation Managing Member has knowledge thereof. 7.2.3 At (E) The Managing Member shall provide such time, other reports or information as any Non-Managing Member may reasonably request relating to the Company shall deliver at Managing Member's reasonable projections as to the Company's sole expense unrelated business taxable income. (F) Managing Member shall cause to each be prepared and furnished to PWRES Notice of any uncured default under any of the terms, covenants or conditions of this Agreement (including any of the terms, covenants or conditions that, by their terms, impose obligations with respect to any Investment Entity or its Related Properties, whether or not such obligations are within the control of Managing Member), within two (2) days after Managing Member an estimate has knowledge thereof. (G) Managing Member shall provide to PWRES copies of such Member's share of all items of incomereports, gainstatements, lossmaterials, deduction and credit of the Company for such quarter and for the Fiscal Year to date for federal income tax purposes. 7.2.4 The above financial statements shall be accompanied by a certificate of the principal accounting documents, instruments, opinions, certificates or financial officer of the Company to the effect that such financial statements have been prepared under such officer's supervision and that, although such financial statements do not contain the footnotes and other disclosure information required to be presented in interim financial statements provided to Managing Member by GAAPor on behalf of any Investment Entity pursuant to the terms hereof. Managing Member shall further provide to PWRES such other reports, such financial statements, in such officer's judgmentmaterials, fairly present the financial condition and results of operations of the Company documents, instruments, opinions, certificates or information relating to any Investment Entity or its Related Properties as of the date and for the periods indicated, subject to normal recurring year-end audit adjustmentsPWRES may reasonably request. 7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be prepared in accordance with GAAP, and (ii) include comparisons with the corresponding amounts of the immediately prior Fiscal Year.

Reports to Members. 7.2.1 (A) The Company Managing Member shall cause to be prepared and mailed furnished to each MemberMember at the Company’s expense with respect to each Fiscal Year of the Company: (a1) the Managing Member shall cause the Company to properly prepare and timely file all appropriate and necessary tax returns and filings with relevant tax authorities in jurisdictions where such filings are required. In addition, as soon as practicable after the close of each Fiscal Year of the Company, the Managing Member shall cause the Company to prepare and file a Company return on an IRS Form 1065 in any event the United States and to provide the Members, who request them, copies of Schedules K-1 to such returns setting forth the U.S. federal income tax information necessary for them or their owners to file their tax returns in the United States; (2) an audited balance sheet, income statement, statements of cash flows and Members’ Capital Accounts prepared in accordance with generally accepted accounting principles applicable in the United States and consistently applied; and (3) such other information as the Managing Member deems reasonably necessary for the Members to be advised of the current status of the Company and its business. The Managing Member shall cause the foregoing to be furnished to the Members within thirty sixty (3060) days after the end of every quarterly accounting period close of each Fiscal YearYear of the Company. (B) The Managing Member shall cause to be prepared and furnished to each Member with respect to each fiscal quarter other than the Company’s last fiscal quarter of each Fiscal Year an unaudited report prepared in accordance with generally accepted accounting principles applicable in the United States and consistently applied, which includes for the quarter and year to date a balance sheet, an unaudited balance sheet income statement, a statement of cash flows and: (1) a statement as to the more recent of (i) the cost of the Investment or (ii) if it has been prepared, an estimate of the Fair Value of the Investment, and all secured debt and other liabilities accrued with respect to the Investment or otherwise payable by the Company; (2) a statement showing the computation of fees and distributions to the Managing Member and its Affiliates which statement shall separately reflect each type of transaction with or service provided by the Managing Member and its Affiliates, the amount paid with respect thereto, and the method or formula used for calculating such payment, other than transactions specifically contemplated by this Agreement; (3) a statement of each Member’s Capital Account; and (4) a Member’s Capital Account transactions report which shows the details of all transactions of the Company as which flow through a Member’s Capital Account and have occurred since the end of the last day of such semi-annual period preceding quarter and the related statement of incomepreceding Fiscal Year, shareholders' equity and including all capital calls, cash flows and reports of all distributions made and/or capital distributions. The Managing Member shall use cause the foregoing to be furnished to the Members for such semi-annual periods and for within sixty (60) days after the portion close of the Fiscal Year ending with the last day of such relevant fiscal quarter, setting forth in each case in comparative form corresponding unaudited figures from the preceding Fiscal Year (if applicable), prepared in all such cases in accordance with GAAP,. (bC) as soon as practicable and in any event within No later than ninety (90) days after the end of each Fiscal Year, a balance sheet of the Company as of the end of such year and the related statements of income, shareholders' equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1;Managing Member shall provide each Member with: (c1) an audit opinion a statement reflecting any transactions with the Managing Member or any of its Affiliates with respect to the Company's independent auditors selected pursuant to Sections 7.1 hereof relating to the financial statements described in clauses (a) and (b) hereof to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP; (d) such Member's closing Capital Account as of the end of such Fiscal Year; and (e2) a report indicating such summary of any regulatory or legal proceedings against the Managing Member's share . (D) The Managing Member shall cause to be prepared and furnished to each Member a statement describing any uncured event of all items of income, gain, loss, deduction and credit of default under any loans to which the Company for such Fiscal Year on a GAAP basis for financial reporting purposes. 7.2.2 Within or any of its subsidiaries is subject, within thirty (30) days after the end of each quarter, the Company shall cause to be prepared and mailed to each Managing Member a financial report setting forth such Member's closing Capital Account as of the end of such quarter and the manner of the calculation has knowledge thereof. 7.2.3 At (E) The Managing Member shall provide such time, other reports or information as any Member may reasonably request relating to the Company shall deliver at Managing Member’s reasonable projections as to the Company's sole expense ’s unrelated business taxable income. The Managing Member shall use its commercially reasonable efforts to each Member an estimate of such Member's share of all items of income, gain, loss, deduction provide financial information in substance and credit format as may be reasonably requested by a majority of the Company for such quarter and for the Fiscal Year to date for federal income tax purposes. 7.2.4 The above financial statements shall be accompanied by a certificate Percentage Interests of the principal accounting or financial officer of the Company to the effect that such financial statements have been prepared under such officer's supervision and that, although such financial statements do not contain the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer's judgment, fairly present the financial condition and results of operations of the Company as of the date and for the periods indicated, subject to normal recurring year-end audit adjustmentsMembers. 7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be prepared in accordance with GAAP, and (ii) include comparisons with the corresponding amounts of the immediately prior Fiscal Year.