Common use of Reports to Members Clause in Contracts

Reports to Members. At the Company’s expense, the Company shall provide and distribute to Members quarterly and annual reports consisting of a balance sheet, statement of profits and losses and a statement of cash flow of the Company and each Company Subsidiary, each of which shall 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 (b) beginning with the 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 then 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 ▇▇▇▇▇▇▇▇ LLP would have charged (based on its ordinary fee schedule) if ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇-▇▇▇▇ Member (but only if the ▇▇▇▇-▇▇▇▇ 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. At (a) Within 15 business days after the Company’s expenseend of each of the first two fiscal months of a fiscal quarter, the Company shall provide deliver to each Member (i) unaudited consolidated balance sheets of the Company and distribute 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 Members quarterly the end of such month, and annual reports consisting 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 sheetsheets 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, statement and such quarter to the end of profits such quarter, in each case that present fairly in all material respects the financial position and losses 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 statement 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 Subsidiaryand 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 which each Fiscal Year, the Company shall be deliver to each Member unaudited consolidated balance sheets of the Company and its consolidated subsidiaries as at the end of such Fiscal Year and the related unaudited consolidated statements of income of the Company and its consolidated subsidiaries for such Fiscal Year prepared in accordance with GAAP. (e) Within 60 days after the end of each Fiscal Year, the Company shall deliver to each Member audited consolidated balance sheets of the Company and its consolidated subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income and statements of cash flow of the Company and its consolidated subsidiaries for such Fiscal Year prepared in accordance with GAAP, as well as all in reasonable detail and accompanied by a statement report thereon of the Members’ Capital Accounts and Company’s independent auditors as to such other and additional consolidated financial and other information, statements and/or reports pertaining to presenting fairly in all material respects the financial position of the Company and its consolidated subsidiaries as at the dates indicated and as to such audit having been made in accordance with GAAP applied on a basis consistent with prior years (except as noted in the notes thereto). Concurrently with the delivery of such annual financial statements, the Company Subsidiaries shall deliver (and/or their activities i) a statement to each Member of the balance of each such Member’s Contribution Cap and operationsaggregate Additional Cash Contributions, (ii) that a Member may reasonably request, as follows: comparison of actual results to the Business Plan for such Fiscal Year and (aiii) beginning with the calendar quarter ended March 31, 2007, such quarterly reports shall be provided and distributed by unaudited consolidated balance sheets of the Company to the Members by no later than 45 days following and its consolidated subsidiaries as at the end of the fourth fiscal quarter that are contained in such calendar quarter, with “draft” reports (which shall be prepared based on annual financial statements and the best estimates related consolidated statements of income and statements of cash flow of the then available information) to be provided Company and distributed by the Company to the Members by no later than 20 days following the end of its consolidated subsidiaries for such calendar quarter; and (b) beginning with the 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 then 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 ▇▇▇▇▇▇▇▇ LLP would have charged (based on its ordinary fee schedule) if ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇-▇▇▇▇ Member (but only if the ▇▇▇▇-▇▇▇▇ 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. At (a) The Company, at the Company’s expense, the Company shall provide cause to be prepared and distribute furnished to Members quarterly and annual reports consisting of a balance sheet, statement of profits and losses and a statement of cash flow each Member with respect to each Fiscal Year of the Company and the following: (i) within forty-five (45) days after the close of each Company Subsidiarysuch Fiscal Year, each of which shall be an audited report prepared in accordance with GAAP, as well as which includes for the Fiscal Year a balance sheet, an income statement, and a statement of cash flows of the Members’ Company on a consolidated basis, and a statement of such Member’s Capital Accounts and Account; and (ii) within forty-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 additional financial and other information, statements and/or reports pertaining furnished to each Member with respect to the Company 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 cash flows and a statement of such Member’s Capital Account, and (B) a comparison of the foregoing figures against the 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 Subsidiaries 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. (and/or their activities c) The Company, at the Company’s expense, shall cause to be prepared and operations) that a furnished to each Member may reasonably request, as followswith respect to the following fiscal quarters during each Fiscal Year the following: (ai) beginning with within ten (10) days after the calendar quarter ended March 31close of each of the first, 2007second, such quarterly reports shall be provided third and distributed by fourth fiscal quarters, an estimate of the Company to the Members by no later than 45 days following Distributable Cash Flow as of the end of such calendar quarter, with “draft” reports fiscal quarter (which shall be prepared based on ii) within forty-five (45) days after the best estimates close of each of the then available information) to be provided first, second and distributed by third fiscal quarters, a reasonably detailed calculation of the Company to the Members by no later than 20 days following Distributable Cash Flow as of the end of such calendar quarter; fiscal quarter and (biii) beginning with within ninety (90) days of the calendar end of the fiscal year, a year ended December 31end statement calculating Distributable Cash Flow for the prior fiscal year. (d) In addition, 2006the Company shall cause to be prepared and 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 annual reportsquarter and a computation of all distributions made to the Members; and (ii) within fifteen (15) days after the close of each fiscal quarter, which shall be audited by 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 Accountantsexpense, shall cause to be provided prepared and distributed by furnished to each Member a valuation of the Company and of each Common Unit determined using a methodology consistent with the methodology used to determine the Members by no later than 90 value of the Company as of the 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 following the end of receipt of such calendar yearvaluation, with “draft” reports (which shall be prepared based on and the best estimates of the then available information) Managing Member and NSAM Member will cooperate in good faith to be provided and distributed by the Company to the Members by no later than 30 days following the end agree upon a mutually acceptable resolution of such yeardispute; provided, however, if the parties are unable to agree 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 Accountant expense by an Independent Appraiser. Any valuation by an Independent Appraiser made under this Agreement shall be made a manner that is PricewaterhouseCoopersconsistent 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. (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 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 cost that Managing Member will provide each Member with (i) estimates of its IRS Schedule K-1 items with respect to any Tax Year within twenty (20) days after the Company shall bear for the preparation and issuance end of such quarterly reports and audited annual reportsTax Year, (ii) a draft IRS Schedule K-1 with respect to the Tax Year no later than May 31 following such Tax Year, and any certifications required pursuant to Section 3.4 hereof, shall be capped at the amount equal (iii) a final IRS Schedule K-1 with respect to the total fees and charges that ▇▇▇▇▇▇▇▇ LLP would have charged (based on its ordinary fee schedule) if ▇▇▇▇▇▇▇▇ LLP (rather Tax Year no later than PricewaterhouseCoopers) had prepared and issued June 15 following such reports and certifications, with any additional fees and charges for the preparation and issuance of such reports to be borne solely by the ▇▇▇▇-▇▇▇▇ Member (but only if the ▇▇▇▇-▇▇▇▇ Tax Year. The Managing Member shall have first been furnished with reasonable evidence, in writing, of also provide to any Member such additional fees other information as may be reasonably requested by such Member relating to the Company’s tax matters. Each Member acknowledges that any estimated tax information will be on an estimated basis only and charges). The Managers shall provide all Members with those information returns required by the Code and the laws of any statemay be substantially different than actual results.

Reports to Members. At All information provided to Investor Member pursuant to this Section shall be signed by the Managing Member as presenting fairly the information concerning and the financial condition of the Property and the Company at the date of such information and certificate. The Managing Member shall, at Company expense, cause to be prepared and delivered to the Investor Member the following upon request of the Investor Member: (a) Within fifteen (15) days of the end of each calendar month until Stabilized Operations (or, at the request of the Investor Member, if thereafter the Company fails to maintain ninety percent (90%) occupancy and within forty-five (45) days after the end of each calendar quarter thereafter: (i) unaudited financial statements for the Company’s expense, which may be prepared and certified by the Company shall provide and distribute to Members quarterly and annual reports consisting of Managing Member, including a balance sheet, sheet statement of profits income or loss and losses and a statement of cash flow sources and applications; together with notes identifying the basis of preparation, “off balance sheet” commitments, an analysis of the Company Reserves and each Company Subsidiary, each of which other material matters (all such statements shall be prepared in accordance with GAAP, as well as a statement the practices used in the preparation of the Members’ Capital Accounts and such Company’s other and additional financial and other informationstatements, statements and/or reports pertaining to consistently applied); (ii) a report of any Excess Development Costs or Operating Deficits or anticipated Excess Development Costs or Operating Deficits of the Company and the Company Subsidiaries manner in which such Excess Development Costs or Operating Deficits will be funded and when; (and/or their activities iii) a report of any reduction or termination of any Reserve by application of funds therein for purposes materially different from those for which such Reserve was established; (iv) a report of fees, commissions, compensation, 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 other remuneration and distributed reimbursed expenses paid by the Company to any Developer Entity or any of their Affiliates and the Members by no later than 45 days following services and/or goods provided to the end Company; (v) a listing of such calendar quarterinsurance policies providing coverage for the Company and the Property, with “draft” reports detailing the type, level of coverage, deductibles, insurance carrier, term and broker; (which shall be prepared based on vi) a report of any other information regarding the best estimates of Company, its operations or the then available information) to be provided and distributed Property during the prior fiscal period reasonably deemed by the Company to be material to the Members Members. (b) Within fifty (50) days after the expiration of each Company Fiscal Year: (i) all necessary tax reporting information regarding the Company required by no later than 20 the Investor Member for preparation of its respective federal, state, and local income or franchise tax or information returns, or those of its members, for the preceding Company Fiscal Year, including form K-1 and a copy of the Company’s federal annual tax return and any state or local tax return required to be filed by the Company and the Managing Member’s federal, state and local tax or information returns for the prior Company Fiscal Year. If, for any reason, the Company has not provided such information by six (6) months after the Company’s fiscal year end, the Investor Member may, at any time thereafter, by written notice to the Company, require the Company to replace the Accountants with accountants designated by the Investor Member (or otherwise acceptable to the Investor Member, at its option), and to the extent that such late receipt of information results in the Tax Credits for such fiscal year not being used by the Investor Member or its members because it elects not to amend its tax returns for such year, then such unused Tax Credits shall be deemed recaptured for purposes of this Agreement and the Project Documents. In addition, the Company shall provide the Investor Member with such information and sign such documents as are necessary for the Investor Member or its members to make timely, accurate and complete submissions of federal and state income tax returns. The tax returns shall be prepared and signed by the Accountant and certified by the Accountant as the return filed (such certification shall be acceptable to the Investor Member). (c) Within seventy-five (75) days after the expiration of each Company Fiscal Year: (i) proof of payment of property taxes and insurance premiums for the preceding Company Fiscal Year; (ii) with the first tax return prepared following Substantial Completion, a table comparing the actual total depreciable basis with the depreciable basis indicated in the Projections; (iii) a statement summarizing the distributions, fees, commissions, compensation and other remuneration and reimbursed expenses paid for such year to any Member, Developer Entity or any Affiliate thereof, and the services performed or goods provided therefor; (iv) a report on the balances of all Reserve accounts of the Company as of the end of the Company Fiscal Year and the changes thereto during such calendar quarteryear; (v) a report on any Operating Deficit Loans and Subordinate Loans made during such year and repayments thereof; and (vi) a certificate from the then current chief executive officer (or similar party) of the Managing Member to the effect that, as of the end of the preceding Company Fiscal Year, (i) all required payments of Company indebtedness, real estate taxes and insurance have been made (together with copies of receipts for such taxes and insurance verifying such payments) and (bii) beginning if applicable, to the knowledge of such officer (after due inquiry), no material default has occurred and is continuing with respect to any mortgage financing relating to the calendar year ended December 31Property or, 2006to the extent that such officer is unable to certify to any of the foregoing, stating the reason for such annual reportsinability and the action, which shall if any, taken or proposed to be audited by the Company’s Accountants, shall be provided and distributed taken 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 then 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 ▇▇▇▇▇▇▇▇ LLP would have charged (based on its ordinary fee schedule) if ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇-▇▇▇▇ Member (but only if the ▇▇▇▇-▇▇▇▇ 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.relating thereto;

Reports to Members. At (a) The Board shall cause to be prepared and furnished to each Member at the Company’s expenseexpense with respect to each Fiscal Year of the Company: (i) 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 the Company deems reasonably necessary for the Members to be advised of the current status of the Company and its business. The Board shall provide cause the foregoing to be furnished to the Members within sixty (60) days after the close of each Fiscal Year of the Company. (b) The Board shall cause to be prepared and distribute furnished to Members quarterly 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 annual reports consisting of consistently applied, which includes for the quarter and year to date a balance sheet, statement of profits and losses and an income statement, a statement of cash flow flows and: (i) a statement as 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 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 Company SubsidiaryFiscal Year, the Board shall provide each Member with: (i) a statement reflecting any transactions with the Board or any of which its Affiliates with respect to the Company; and (ii) a summary of any regulatory or legal proceedings against the Board. (d) The Board shall cause to be prepared in accordance with GAAP, as well as and furnished to each Member a statement describing any uncured event of default under any loans to which the Company or any of its subsidiaries is subject, within thirty (30) days after the Board has knowledge thereof. (e) The Board shall provide such other reports or information as any Member may reasonably request relating to the Board’s reasonable projections as to the Company’s unrelated business taxable income. The Board shall use its commercially reasonable efforts to provide financial information in substance and format as may be reasonably requested by a majority of the Percentage Interests 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 (b) beginning with the 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 then 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 ▇▇▇▇▇▇▇▇ LLP would have charged (based on its ordinary fee schedule) if ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇-▇▇▇▇ Member (but only if the ▇▇▇▇-▇▇▇▇ 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. At (a) The Board shall cause to be prepared and furnished to each Member at the Company’s expenseexpense with respect to each Fiscal Year of the Company: (i) 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 the Company deems reasonably necessary for the Members to be advised of the current status of the Company and its business. The Board shall provide cause the foregoing to be furnished to the Members within sixty (60) days after the close of each Fiscal Year of the Company. (b) The Board shall cause to be prepared and distribute furnished to Members quarterly 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 annual reports consisting of consistently applied, which includes for the quarter and year to date a balance sheet, statement of profits and losses and an income statement, a statement of cash flow flows and: (i) 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; (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 each Company Subsidiary, each of which shall be prepared in accordance with GAAP, as well as a statement have occurred since the end of the Members’ Capital Accounts preceding quarter and such other and additional financial and other informationpreceding Fiscal Year, statements including all capital calls, cash flows and/or reports pertaining capital distributions. The Board shall cause the foregoing 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 furnished to the Members by no within sixty (60) days after the close of the relevant fiscal quarter. (c) No later than 45 ninety (90) days following after the end of such calendar quartereach Fiscal Year, the Board shall provide each Member with: (i) a statement reflecting any transactions with “draft” reports (which shall be prepared based on the best estimates Board or any of the then available information) to be provided and distributed by the Company its Affiliates with respect to the Members by no later than 20 days following Company; and (ii) a summary of (i) any regulatory or legal proceedings against the end of such calendar quarter; Board and (bii) beginning with the 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 then 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 material regulatory or legal proceedings against ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ LLP would have charged which relate to (based x) his activities on its ordinary fee schedulebehalf of the Company, (y) if ▇▇▇▇▇▇▇▇ LLP securities law violations or (rather than PricewaterhouseCoopersz) had criminal felony activities. (d) The Board shall cause to be prepared and issued furnished to each Member a statement describing any uncured event of default under any loans to which the Company or any of its subsidiaries is subject, within thirty (30) days after the Board has knowledge thereof. (e) The Board shall provide such other reports and certifications, with or information as any additional fees and charges for Member may reasonably request relating to the preparation and issuance of such reports Board’s reasonable projections as to be borne solely by the ▇▇▇▇-▇▇▇▇ Member (but only if the ▇▇▇▇-▇▇▇▇ Member shall have first been furnished with reasonable evidence, in writing, of such additional fees and charges)Company’s unrelated business taxable income. The Managers Board shall use its commercially reasonable efforts to provide all Members with those financial information returns required in substance and format as may be reasonably requested by a majority of the Code and Percentage Interests of the laws of any stateMembers.

Reports to Members. At (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 Company’s expenseManaging 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 Company shall provide and distribute to Members quarterly and annual reports consisting close of a balance sheet, statement of profits and losses and a statement of cash flow each Fiscal Year of the Company and each Company Subsidiaryat the Company's expense the following information with respect to such Fiscal Year (provided, each -------- 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 GAAPgenerally 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 well 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 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) a consolidated balance sheet, consolidated statement of cash flows and consolidated income statement (with reconciliation to cash) and a consolidating balance sheet, consolidating statement of cash flows and consolidating income statement (with reconciliation to cash); (b) a statement of operations; (c) a statement as to the Members’ then Deemed Value of each Investment and 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 Accounts 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 accounting audits and accounting firm reports with respect to an Investment. (C) No later than one-hundred and twenty (120) days after the end of each Fiscal Year, the Managing Member shall provide each Non-Managing Member with: (a) a statement reflecting any transactions with the Managing Member or any of its Affiliates with respect to the Company; and (b) a summary of any material regulatory or material legal proceedings, if any, against the Managing Member or any of its officers or directors. (D) The Managing Member shall cause to be prepared and furnished to each Non-Managing Member a statement describing any monetary or material non-monetary uncured event of default under any loans to which the Company or any Investment Entity is subject, within three (3) days after the Managing Member has knowledge thereof. (E) The Managing Member shall provide 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 or information as any Non-Managing 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 request relating to the Members Managing Member's reasonable projections as to the Company's unrelated business taxable income. (F) Managing Member shall cause to 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 no later than 45 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 following the end after Managing Member has knowledge thereof. (G) Managing Member shall provide to PWRES copies of such calendar quarterreports, with “draft” reports (which shall be prepared based on the best estimates of the then available information) statements, materials, documents, instruments, opinions, certificates or information required to be provided and distributed to Managing Member by the Company or on behalf of any Investment Entity pursuant to the Members by no later than 20 days following the end of terms hereof. Managing Member shall further provide to PWRES such calendar quarter; and (b) beginning with the calendar year ended December 31, 2006, such annual other reports, which shall be audited by the Company’s Accountantsstatements, shall be provided and distributed by the Company materials, documents, instruments, opinions, certificates or information relating 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 then 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 ▇▇▇▇▇▇▇▇ LLP would have charged (based on Investment Entity or its ordinary fee schedule) if ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇-▇▇▇▇ Member (but only if the ▇▇▇▇-▇▇▇▇ 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 stateRelated Properties as PWRES may reasonably request.

Reports to Members. At the Company’s expense, (a) The Board of Directors shall cause the Company shall to provide and distribute to Members quarterly and annual reports consisting of reports, including a balance sheet, statement of profits profit and losses loss and changes in Members’ accounts, and a statement of cash flow 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 engage a reputable firm of independent certified public accountants to provide annual audit reports of the Company’s consolidated financial statements, prepared 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 (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 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 deliver to the Investor or the New Members, as applicable, (i) 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 copy of the audited consolidated financial statements of the Company and its subsidiaries as of the end of such Fiscal Year, including an audited consolidated balance sheet showing the assets and 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, prepared in accordance with GAAP and the accompanying audit report of the Company’s independent accountants, (ii) not more than 45 days after the end of each fiscal quarter (other than the last fiscal quarter of the any Fiscal Year), a copy of the unaudited consolidated quarterly financial statements of the Company Subsidiaryand its subsidiaries as of the end of such quarter, each including a consolidated balance sheet showing the assets and liabilities of which shall be 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 fiscal quarter, prepared in accordance with GAAP, (iii) as well soon as practicable, but not later than 35 days, after the end of each fiscal month (other than the last month of any fiscal quarter), a statement copy of the Members’ Capital Accounts and such other and additional unaudited consolidated monthly financial and other information, statements and/or reports pertaining to of the Company and the Company Subsidiaries (and/or their activities and operations) that a Member may reasonably request, its subsidiaries 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 of the end of such calendar quartermonth, with “draft” reports (which shall be prepared based on including a consolidated balance sheet showing the best estimates assets and liabilities of the then available informationCompany and its subsidiaries as of the close of such month and a consolidated statement of income and expenses showing the results of operations for such month, prepared in accordance with GAAP, and (iv) to be provided and distributed if prepared by the Company and provided to the Members by no later than 20 days following the end other Members, a copy of such calendar quarter; and (b) beginning with the calendar year ended December 31, 2006, such annual reports, which shall be audited by the Company’s Accountantsand its subsidiaries’ consolidated capital and operating expense budgets, shall be provided cash flow projections and distributed by the Company to the Members by no later than 90 days following the end of income and loss projections for such calendar year, 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 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 reportsFiscal Year, and any certifications required 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 Section 3.4 hereof, shall be capped at the amount equal to the total fees and charges that ▇▇▇▇▇▇▇▇ LLP would have charged (based on its ordinary fee schedule) if ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇-▇▇▇▇ Member (but only if the ▇▇▇▇-▇▇▇▇ 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.this

Reports to Members. At (a) As soon as reasonably practical, but in no event later than thirty (30) days after the close of each 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 fiscal year; and (ii) Such other information as the Manager deems reasonably necessary for the Members to be advised of the current status of the Company and its business. (b) No later than five (5) days after the last day of each fiscal quarter (including the last fiscal quarter), the Manager, in coordination with the property managers and the Accountants, shall cause to be prepared and furnished to each Member a report which includes with respect to the Company: (i) a balance sheet and income statement prepared in accordance with GAAP and on a cash basis; and (ii) an income statement for such quarter and for the year-to-date, prepared in accordance with GAAP 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) 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 Company 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 distribute 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 requirements of this Section 10.4(d). Notwithstanding the foregoing, for calendar year 2005, Manager shall cause the Accountants to comply with the requirements set forth in this Section 10.4(d). The Members quarterly and annual reports consisting of a balance sheet, statement of profits and losses and a statement of cash flow of acknowledge that the Company and each Company Subsidiary, each of Company’s audit requirements in order to comply with GAAP (which shall be prepared 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, 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 (b) beginning with the 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 then 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 ▇▇▇▇▇▇▇▇ LLP would have charged (based on its ordinary fee schedule) if ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇-▇▇▇▇ Member (but only if the ▇▇▇▇-▇▇▇▇ 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. At (A) The Managing Member shall cause to be prepared and furnished to each Member at the Company’s expenseexpense with respect to each Fiscal Year of the Company: (1) 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 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 provide cause the foregoing to be furnished to the Members within sixty (60) days after the close of each Fiscal Year of the Company. (B) The Managing Member shall cause to be prepared and distribute furnished to Members quarterly 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 annual reports consisting of consistently applied, which includes for the quarter and year to date a balance sheet, statement of profits and losses and an income statement, a statement of cash flow 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 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 Managing Member shall use 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 Company SubsidiaryFiscal Year, the Managing Member shall provide each Member with: (1) a statement reflecting any transactions with the Managing Member or any of which its Affiliates with respect to the Company; and (2) a summary of any regulatory or legal proceedings against the Managing Member. (D) The Managing Member shall cause to be prepared in accordance with GAAP, as well as and furnished to each Member a statement describing any uncured event of default under any loans to which the Company or any of its subsidiaries is subject, within thirty (30) days after the Managing Member has knowledge thereof. (E) The Managing Member shall provide such other reports or information as any Member may reasonably request relating to the Managing Member’s reasonable projections as to the Company’s unrelated business taxable income. The Managing Member shall use its commercially reasonable efforts to provide financial information in substance and format as may be reasonably requested by a majority of the Percentage Interests 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 (b) beginning with the 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 then 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 ▇▇▇▇▇▇▇▇ LLP would have charged (based on its ordinary fee schedule) if ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇-▇▇▇▇ Member (but only if the ▇▇▇▇-▇▇▇▇ 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.