Common use of Reports to Partners Clause in Contracts

Reports to Partners. (a) Within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Partnership (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company as permitted under applicable law), the General Partner shall make available to each Person who was a Partner during such period a quarterly report and unaudited financial statements of the Partnership (which may be prepared on a combined basis with respect to the Partnership and/or any Feeder Funds, Parallel Funds, and Intermediate Entities and their respective alternative vehicles). The filing of a Form 10-Q with the Securities and Exchange Commission that is made available on the Partnership’s website will be deemed to satisfy this obligation. (b) Within one hundred twenty (120) days (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company) after the end of each Fiscal Year of the Partnership, the General Partner shall make available to each Person who was a Partner during such Fiscal Year an annual report and audited financial statements for the Partnership (which may be prepared on a combined basis with respect to the Partnership and any Feeder Funds, Parallel Funds, and Intermediate Entities and their respective alternative vehicles) prepared in accordance with U.S. generally accepted accounting principles. The filing of a Form 10-K with the Securities and Exchange Commission that is made available on the Partnership’s website will be deemed to satisfy this obligation. (c) Notwithstanding anything contained in this Section 7.3, the information contained in any financial statements and reports delivered pursuant to Section 7.3 with respect to any secondary investment in an investment fund (including any Other Stonepeak Account) may be a Fiscal Quarter in arrears because necessary information (including valuation information) in respect of such Investments is delayed past the time that the General Partner determines to provide reporting or financial statements for such period, and in each case the General Partner shall not be deemed to have breached its obligations hereunder to the extent the General Partner is unable to provide any required information with respect to such Investments that are secondary investments in investment funds.

Reports to Partners. (a) Within forty-five (45) days after After the end of each of Fiscal Year, the first three Fiscal Quarters of each Fiscal Year Managing General Partner shall have prepared (i) financial statements of the Partnership (subject to reasonable delays in the event as of the late receipt close of any necessary the Fiscal Year in accordance with GAAP, including a balance sheet, a statement of income or loss, a statement of cash flows and a statement of changes in partners’ capital, which shall be audited by the Partnership Auditor, (ii) an unaudited current value balance sheet for the Partnership, and (iii) a schedule and summary description of each Investment owned by the Partnership as of the end of such Fiscal Year. Copies of such financial information from any Portfolio Company as permitted under applicable law), the General Partner statements and schedule and summary description shall make available be furnished to each Person who was a Partner during in the Partnership at the end of such period a quarterly report and unaudited financial statements Fiscal Year not later than ninety days after the end of the Fiscal Year, together with an opinion of the Partnership (which may be prepared on a combined basis with respect to the Partnership and/or any Feeder Funds, Parallel Funds, and Intermediate Entities and their respective alternative vehicles). The filing of a Form 10-Q with the Securities and Exchange Commission that is made available Auditor on the Partnership’s website will be deemed to satisfy this obligationaudited financial statements based on its audit of such financial statements. (b) Within one hundred twenty (120) forty-five days (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company) after the end of each Fiscal Year of Quarter (excluding the Partnershipfourth Fiscal Quarter), the Managing General Partner shall make available send to each Person who was a Partner during such (i) an unaudited balance sheet as of the end of the Fiscal Year an annual report Quarter and audited financial related unaudited statements of income or loss and changes in partners’ capital for the Partnership Fiscal Quarter just ended, (which may be prepared on a combined basis with respect to the Partnership and any Feeder Funds, Parallel Fundsii) an unaudited current value balance sheet, and Intermediate Entities and their respective alternative vehicles(iii) prepared in accordance with U.S. generally accepted accounting principles. The filing of a Form 10-K with the Securities and Exchange Commission that is made available on status report relating to the Partnership’s website will be deemed to satisfy this obligationinvestments, activities and asset valuations, which shall include a schedule and summary description of each Investment owned by the Partnership as of the end of such Fiscal Quarter. (c) Notwithstanding anything contained in this Concurrently with the delivery of the audited financial statements for each Fiscal Year pursuant to Section 7.311.5(a), the Managing General Partner shall prepare and mail, or cause the Partnership’s accountants to prepare and mail, to each Partner and, to the extent necessary, to each former Partner (or such Partner’s designated representatives), a report setting forth in sufficient detail such information contained relating to the Partnership and its activities as shall enable such Partner or former Partner (or such Partner’s designated representatives) to prepare its respective federal, state, local and foreign income tax returns in any accordance with the laws, rules and regulations then prevailing. (d) With reasonable promptness, the Managing General Partner will deliver such other information available to the Managing General Partner, including financial statements and reports delivered pursuant computations, as any Partner may from time to Section 7.3 time reasonably request in order to comply with respect regulatory requirements, including reporting requirements, to any secondary investment in an investment fund (including any Other Stonepeak Account) may be a Fiscal Quarter in arrears because necessary information (including valuation information) in respect of which such Investments is delayed past the time that the General Partner determines to provide reporting or financial statements for such period, and in each case the General Partner shall not be deemed to have breached its obligations hereunder to the extent the General Partner is unable to provide any required information with respect to such Investments that are secondary investments in investment fundssubject.

Reports to Partners. (a) Within forty-five The General Partner shall use commercially reasonable efforts to send to each Limited Partner (45or make available to each Limited Partner on an internet portal or by other electronic means to which the Limited Partner normally has access) within one hundred and twenty (120) days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year of the Partnership and within one hundred and fifty (150) days after the end of the last quarter of each Fiscal Year (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company Entity as permitted under applicable law), the General Partner shall make available to each Person who was a Partner during such period a quarterly report and unaudited financial statements of the Partnership (which may be prepared on a combined basis with respect to the Partnership and/or any Feeder FundsPartnership, Parallel Funds, and Intermediate Entities and their respective alternative vehiclesand/or any feeder funds of the Partnership or any Parallel Fund). The filing of a Form 10-Q with the Securities and Exchange Commission that is made available on the Partnership’s website will be deemed to satisfy this obligation; provided that the General Partner’s obligation to send any such reports shall not begin until the year in which the earlier of the following occurs: (A) the Partnership consummates its first Portfolio Investment or (B) the Partners make their first Capital Contributions. (b) Within The General Partner shall use commercially reasonable efforts to send to each Limited Partner (or make available to each Limited Partner on an internet portal or by other electronic means to which the Limited Partner normally has access) within one hundred twenty and eighty (120180) days (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio CompanyEntity) after the end of each Fiscal Year of the Partnership, the General Partner shall make available to each Person who was a Partner during such Fiscal Year an annual report and audited financial statements for the Partnership (which may be prepared on a combined basis with respect to the Partnership and any Feeder FundsPartnership, Parallel Funds, and Intermediate Entities and their respective alternative vehiclesand/or any feeder funds of the Partnership or any Parallel Fund) prepared in accordance with U.S. generally accepted accounting principles. The filing of a Form 10-K with the Securities and Exchange Commission that is made available on the Partnership’s website will be deemed to satisfy this obligation. (c) Notwithstanding anything contained in this Section 7.3, ; provided that the information contained in General Partner’s obligation to send any financial such statements and reports delivered pursuant to Section 7.3 with respect to any secondary investment in an investment fund (including any Other Stonepeak Account) may be a Fiscal Quarter in arrears because necessary information (including valuation information) in respect of such Investments is delayed past the time that the General Partner determines to provide reporting or financial statements for such period, and in each case the General Partner shall not be deemed to have breached begin until the year in which the earlier of the following occurs: (A) the Partnership consummates its obligations hereunder to first Portfolio Investment or (B) the extent the General Partner is unable to provide any required information with respect to such Investments that are secondary investments in investment fundsPartners make their first Capital Contributions.

Reports to Partners. (a) Within fortyNot less than 75 days prior to the commencement of each Fiscal Year, the General Partner shall submit to AHF for its review and Consent (which Consent shall not be unreasonably withheld), proposed operating and capital budgets for the Apartment Complex and the Partnership for the next Fiscal Year. Such budgets shall specifically list all budgeted expenses in all major categories including, but not limited to, administration, operation, repairs and maintenance, utilities, taxes, insurance, interest, debt service with respect to the Project Loans, capital improvements, and all budgeted expenses which are to be paid to the General Partner, or its Affiliates. AHF shall submit its response to such proposed budgets to the General Partner within 45 days after its receipt of such proposed budgets; such response shall either evidence its approval of the proposed budgets or shall contain specific comments and recommendations with respect thereto. If no such response is submitted to the General Partner within such period, AHF will be deemed not to have approved such budget, and the approved budget for the current Fiscal Year shall carry-five over and apply to the next Fiscal Year. (45b) The General Partner shall cause to be prepared and distributed to all Persons who were Partners at any time during a Fiscal Year: (i) within 60 days after the close of each Fiscal Year, (A) draft audited financial statements prepared by the Accountants in accordance with generally accepted accounting principles, and such financial information with respect to each Fiscal Year as shall be reportable for federal and state income tax purposes (including without limitation, the federal and state tax returns for the Partnership and K-1s for each Partner) shall be provided to AHF for its review and comment, and (B) within 15 days after receipt of AHF's final audit comments to the draft audited financial statements and final audited financial statements. The General Partner shall cause the Accountants to prepare a cost segregation study in connection with the first audit prepared for the Partnership, if requested by AHF. (ii) within 35 days after the end of each month, a report of the first three Fiscal Quarters of each Fiscal Year of the Partnership operations for such month containing: (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company as permitted under applicable law)A) a balance sheet, the General Partner shall make available to each Person who was a Partner during such period a quarterly report and unaudited financial statements of the Partnership (which may be prepared unaudited; (B) a statement of income and expense and a cash flow statement for the month and the period then ended, which may be unaudited; (C) a rent roll certified by the Property Manager and the General Partner; (D) until the occurrence of Stabilization, an update of the Development Budget based on a combined basis with respect to actual costs and cash flow, showing all variances of actual costs and cash flow from the original Development Budget; and (E) other pertinent information regarding the Partnership and/or any Feeder Funds, Parallel Funds, and Intermediate Entities and their respective alternative vehicles). The filing of a Form 10-Q with its activities during the Securities and Exchange Commission that is made available on period covered by the Partnership’s website will be deemed to satisfy this obligationreport. (bc) Within one hundred twenty (120) 75 days (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company) after the end of each Fiscal Year of the PartnershipYear, the General Partner shall make available provide to each Person who was AHF: (i) a certification by the General Partner during such Fiscal Year an annual report that (A) all Project Loan payments and audited financial statements for the Partnership (which may be prepared on a combined basis taxes and insurance payments with respect to the Apartment Complex are current as of the date of the year-end report, (B) there is no material default under the Project Documents or this Agreement, or if there is any material default, a description thereof, and (C) it has not received notice of any building, health or fire code violation or similar violation of a governmental law, ordinance or regulation against the Apartment Complex or, if any such notice of any violation has been received, a description thereof; (ii) the information specified in Section 12.5(d) of this Agreement; (iii) a descriptive statement of all transactions during the Fiscal Year between the Partnership and the General Partner and/or any Feeder FundsAffiliate, Parallel Funds, including the nature of the transaction and Intermediate Entities and their respective alternative vehiclesthe payments involved (including accrued cash or other payments); (iv) prepared in accordance with U.S. generally accepted accounting principles. The filing a Net Cash Flow statement; and (v) a copy of a Form 10-K the annual report to be filed with the Securities and Exchange Commission that is made available on Agency concerning the Partnership’s website will be deemed to satisfy this obligationstatus of the Apartment Complex as low-income housing. (cd) Notwithstanding anything contained in this Section 7.3, Upon the written request of any Limited Partner for further information contained in any financial statements and reports delivered pursuant to Section 7.3 with respect to any secondary investment matter covered in an investment fund items (including any Other Stonepeak Accounta), (b) may be a Fiscal Quarter in arrears because necessary information or (including valuation informationc) in respect of such Investments is delayed past the time that the General Partner determines to provide reporting or financial statements for such periodabove, and in each case the General Partner shall not be deemed to have breached its obligations hereunder to the extent the General Partner is unable to provide any required furnish such information with respect to within 30 days of receipt of such Investments that are secondary investments in investment fundsrequest.

Reports to Partners. (a) Within forty-five (45) days after The books of account and records of the Partnership shall be audited as of the end of each Partnership Year by the Partnership's independent certified public accountants. All reports provided to the Partners pursuant to Section 11.2 hereof shall be prepared on such basis as the General Partner determines will appropriately reflect the operations and assets of the first three Fiscal Quarters of each Fiscal Year Partnership. The Partnership's independent certified public accountant shall be a nationally recognized independent public accounting firm selected by the General Partner. (b) The General Partner shall comply with the Reporting Requirements set forth on Exhibit C attached hereto and incorporated herein by reference, which Exhibit C shall not be amended or altered without written notification to the General Partner. 36 (c) The Investments of the Partnership (subject to reasonable delays in shall be valued quarterly by the event General Partner. Such valuation need not be formal appraisals. In addition, each of the late receipt Investments shall be appraised at least once every three years by one or more third-party independent nationally recognized consulting firms, as selected by the General Partner in its sole discretion. Notwithstanding any other provision of any necessary financial information from any Portfolio Company this Agreement, the cost of such third party Investment appraisals shall be borne by the Partnership. The year-end valuation of Investments shall be as permitted under applicable lawof December 31 of each year, but shall be furnished to the Partners within 90 days of the end of the Partnership's fiscal year (as defined in Section 1.6 hereof). (d) After the end of each Partnership Year, the General Partner shall make available use commercially reasonable efforts to each Person who was a Partner during such period a quarterly report cause the Partnership's independent public accountants to prepare and unaudited financial statements transmit, within 90 days after the close of the Partnership (which may be prepared on Year, a combined basis with respect to Federal income tax Schedule K-1 for each Partner and a report setting forth in sufficient detail such transactions effected by the Partnership and/or any Feeder Fundsduring such Partnership Year as shall enable each Partner to prepare its Federal income tax return, Parallel Funds, and Intermediate Entities and their respective alternative vehicles)if any. The filing of a Form 10-Q with the Securities General Partner shall mail such materials to (i) each Partner and Exchange Commission (ii) each former Partner (or its successors, assigns, heirs or personal representatives) that is made available on the Partnership’s website will be deemed to satisfy this obligationmay require such information in preparing its Federal income tax return. (be) Within one hundred twenty (120) days (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company) after the end of each Fiscal Year of the Partnership, the The General Partner shall make available to each Person who was a Partner during be the "tax matters partner," as such Fiscal Year an annual report and audited financial statements for the Partnership (which may be prepared on a combined basis with respect to the Partnership and any Feeder Funds, Parallel Funds, and Intermediate Entities and their respective alternative vehicles) prepared term is defined in accordance with U.S. generally accepted accounting principles. The filing of a Form 10-K with the Securities and Exchange Commission that is made available on the Partnership’s website will be deemed to satisfy this obligationCode Section 6231(a)(7). (c) Notwithstanding anything contained in this Section 7.3, the information contained in any financial statements and reports delivered pursuant to Section 7.3 with respect to any secondary investment in an investment fund (including any Other Stonepeak Account) may be a Fiscal Quarter in arrears because necessary information (including valuation information) in respect of such Investments is delayed past the time that the General Partner determines to provide reporting or financial statements for such period, and in each case the General Partner shall not be deemed to have breached its obligations hereunder to the extent the General Partner is unable to provide any required information with respect to such Investments that are secondary investments in investment funds.

Reports to Partners. (a) Within forty-five (45) days after After the end of each of the first three Fiscal Quarters of each Fiscal Year of the Partnership (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company as permitted under applicable law)Year, the General Partner shall make available have prepared (i) financial statements of the Partnership as of the close of the Fiscal Year in accordance with GAAP, including a balance sheet, a statement of income or loss, a statement of cash flows and a statement of changes in partners’ capital, which shall be audited by the Partnership Auditor, (ii) an unaudited current value balance sheet for the Partnership, and (iii) a schedule and summary description of each Investment owned by the Partnership as of the end of such Fiscal Year. Copies of such financial statements and schedule and summary description shall be furnished to each Person who was a Partner during in the Partnership at the end of such period a quarterly report and unaudited financial statements Fiscal Year not later than ninety days after the end of the Fiscal Year, together with an opinion of the Partnership (which may be prepared on a combined basis with respect to the Partnership and/or any Feeder Funds, Parallel Funds, and Intermediate Entities and their respective alternative vehicles). The filing of a Form 10-Q with the Securities and Exchange Commission that is made available Auditor on the Partnership’s website will be deemed to satisfy this obligationaudited financial statements based on its audit of such financial statements. (b) Within one hundred twenty (120) forty-five days (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company) after the end of each Fiscal Year of Quarter (excluding the Partnershipfourth Fiscal Quarter), the General Partner shall make available send to each Person who was a Partner during such (i) an unaudited balance sheet as of the end of the Fiscal Year an annual report Quarter and audited financial related unaudited statements of income or loss and changes in partners’ capital for the Partnership Fiscal Quarter just ended, (which may be prepared on a combined basis with respect to the Partnership and any Feeder Funds, Parallel Fundsii) an unaudited current value balance sheet, and Intermediate Entities and their respective alternative vehicles(iii) prepared in accordance with U.S. generally accepted accounting principles. The filing of a Form 10-K with the Securities and Exchange Commission that is made available on status report relating to the Partnership’s website will be deemed to satisfy this obligationinvestments, activities and asset valuations, which shall include a schedule and summary description of each Investment owned by the Partnership as of the end of such Fiscal Quarter. (c) Notwithstanding anything contained in this Section 7.3, Concurrently with the information contained in any delivery of the audited financial statements and reports delivered for each Fiscal Year pursuant to Section 7.3 with respect to any secondary investment in an investment fund (including any Other Stonepeak Account) may be a Fiscal Quarter in arrears because necessary information (including valuation information) in respect of such Investments is delayed past the time that the General Partner determines to provide reporting or financial statements for such period11.5(a), and in each case the General Partner shall not be deemed prepare and mail, or cause the Partnership’s accountants to have breached its obligations hereunder prepare and mail, to each Partner and, to the extent necessary, to each former Partner (or such Partner’s designated representatives), a report setting forth in sufficient detail such information relating to the Partnership and its activities as shall enable such Partner or former Partner (or such Partner’s designated representatives) to prepare its respective federal, state, local and foreign income tax returns in accordance with the laws, rules and regulations then prevailing. (d) With reasonable promptness, the General Partner will deliver such other information available to the General Partner, including financial statements and computations, as any Limited Partner may from time to time reasonably request in order to comply with regulatory requirements, including reporting requirements, to which such Limited Partner is unable to provide any required information with respect to such Investments that are secondary investments in investment fundssubject.

Reports to Partners. (a) Within forty-five (45) days after The books of account and records of the Partnership shall be audited as of the end of each Partnership Year by the Partnership's independent certified public accountants. All reports provided to the Partners pursuant to this Section shall be prepared on such basis as the General Partner determines will appropriately reflect the operations and assets of the first three Fiscal Quarters of each Fiscal Year Partnership. The Partnership's independent certified public accountant shall be a nationally recognized independent public accounting firm selected by the General Partner. (b) The General Partner shall comply with the Reporting Requirements set forth on Exhibit F attached hereto and incorporated herein by reference, which Exhibit F shall not be amended or altered without written notification to the General Partner. (c) The Investments of the Partnership (subject to reasonable delays in shall be valued quarterly by the event General Partner. Such valuation need not be formal appraisals. In addition, each of the late receipt Investments shall be appraised at least once every three years by one or more third-party independent nationally recognized consulting firms, as selected by the General Partner in its sole discretion. Notwithstanding any other provision of any necessary financial information from any Portfolio Company this Agreement, the cost of such third party Investment appraisals shall be borne by the Partnership. The year-end valuation of Investments shall be as permitted under applicable lawof December 31 of each year, but shall be furnished to the Partners within 90 days of the end of the Partnership's fiscal year (as defined in Section 1.6 hereof). (d) After the end of each Partnership Year, the General Partner shall make available use commercially reasonable efforts to each Person who was a Partner during such period a quarterly report cause the Partnership's independent public accountants to prepare and unaudited financial statements transmit, within 90 days after the close of the Partnership (which may be prepared on Year, a combined basis with respect to Federal income tax Schedule K-1 for each Partner and a report setting forth in sufficient detail such transactions effected by the Partnership and/or any Feeder Fundsduring such Partnership Year as shall enable each Partner to prepare its Federal income tax return, Parallel Funds, and Intermediate Entities and their respective alternative vehicles)if any. The filing of a Form 10-Q with the Securities General Partner shall mail such materials to (i) each Partner and Exchange Commission (ii) each former Partner (or its successors, assigns, heirs or personal representatives) that is made available on the Partnership’s website will be deemed to satisfy this obligationmay require such information in preparing its Federal income tax return. (be) Within one hundred twenty (120) days (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company) after the end of each Fiscal Year of the Partnership, the The General Partner shall make available to each Person who was a Partner during be the "tax matters partner," as such Fiscal Year an annual report and audited financial statements for term is defined in Section 6231(a)(7) of the Partnership (which may be prepared on a combined basis with respect to the Partnership and any Feeder Funds, Parallel Funds, and Intermediate Entities and their respective alternative vehicles) prepared in accordance with U.S. generally accepted accounting principles. The filing of a Form 10-K with the Securities and Exchange Commission that is made available on the Partnership’s website will be deemed to satisfy this obligationCode. (c) Notwithstanding anything contained in this Section 7.3, the information contained in any financial statements and reports delivered pursuant to Section 7.3 with respect to any secondary investment in an investment fund (including any Other Stonepeak Account) may be a Fiscal Quarter in arrears because necessary information (including valuation information) in respect of such Investments is delayed past the time that the General Partner determines to provide reporting or financial statements for such period, and in each case the General Partner shall not be deemed to have breached its obligations hereunder to the extent the General Partner is unable to provide any required information with respect to such Investments that are secondary investments in investment funds.

Reports to Partners. (a) Within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Partnership (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company as permitted under applicable law), the General Partner shall make available to each Person who was a Partner during such period a quarterly report and unaudited financial statements of the Partnership (which may be prepared on a combined basis with respect to the Partnership and/or any Feeder Funds, Parallel Funds, and Funds and/or Intermediate Entities and their respective alternative vehicles). The filing of a Form 10-Q with the Securities and Exchange Commission that is made available on the Partnership’s website will be deemed to satisfy this obligation. (b) Within one hundred twenty (120) days (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company) after the end of each Fiscal Year of the Partnership, the General Partner shall make available to each Person who was a Partner during such Fiscal Year an annual report and audited financial statements for the Partnership (which may be prepared on a combined basis with respect to the Partnership and any Feeder Funds, Parallel Funds, and Intermediate Entities and/or Parallel Funds and their respective alternative vehicles) prepared in accordance with U.S. generally accepted accounting principles. The filing of a Form 10-K with the Securities and Exchange Commission that is made available on the Partnership’s website will be deemed to satisfy this obligation. (c) Notwithstanding anything contained in this Section 7.3, the information contained in any financial statements and reports delivered pursuant to this Section 7.3 with respect to any secondary investment in an investment fund (including any Other Stonepeak other Brookfield Account) may be a Fiscal Quarter in arrears because necessary information (including valuation information) in respect of such Investments is delayed past the time that the General Partner determines to provide reporting or financial statements for such period, and in each case the General Partner shall not be deemed to have breached its obligations hereunder to the extent the General Partner is unable to provide any required information with respect to such Investments that are secondary investments in investment funds.

Reports to Partners. (aA) Within forty-five (45) days after The General Partner shall cause to be prepared and furnished to each Limited Partner at the end of each of the first three Fiscal Quarters of Partnership’s expense with respect to each Fiscal Year of the Partnership Partnership: (subject i) a statement as to reasonable delays in the event more recent of (a) the cost of each Investment or (b) if it has been prepared, an estimate of the late receipt Fair Value of any necessary financial information from any Portfolio Company as permitted under applicable law)each Investment, determined by the General Partner shall make available or an Expert (if an appraisal was in fact made by or for the Partnership), and all secured debt and other liabilities accrued with respect to each Person who was such Investment or otherwise payable by the Partnership; (ii) the information necessary for the preparation by such Limited Partner of its federal, state and other income tax returns; (iii) an audited balance sheet, income statement, statements of cash flows and Partners’ Capital Accounts prepared in accordance with generally accepted accounting principles and a copy of the auditor’s letter to management; and (iv) such other information as the General Partner during such period a quarterly report and unaudited financial statements deems reasonably necessary for the Limited Partners to be advised of the current status of the Partnership (which may and its business. The General Partner shall use reasonable endeavors to cause the foregoing to be prepared on a combined basis with respect furnished to the Partnership and/or any Feeder Funds, Parallel FundsLimited Partners within 90 days, and Intermediate Entities and their respective alternative vehicles). The filing of a Form 10-Q with the Securities and Exchange Commission that is made available on the Partnership’s website will be deemed to satisfy this obligation. (b) Within one hundred twenty (120) days (subject to reasonable delays in the any event of the late receipt of any necessary financial information from any Portfolio Company) within 120 days, after the end close of each Fiscal Year of the Partnership. (B) The General Partner shall cause to be prepared and furnished to each Limited Partner with respect to each fiscal quarter (other than the Partnership’s last fiscal quarter of each Fiscal Year) an unaudited report prepared in accordance with generally accepted accounting principles, which includes for the quarter and year to date a balance sheet, an income statement, a statement of cash flows and: (i) a statement showing the computation of fees and distributions to the General Partner and its Affiliates which statement shall separately reflect each type of transaction with or service provided by the General Partner 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; (ii) a statement of each Partner’s Capital Account; (iii) a Partner’s Capital Account transactions report which shows the details of all Partnership transactions which flow through a Partner’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 their effects at the time on each Partner’s IRR; (iv) a statement reflecting any transactions with the General Partner or any of its Affiliates with respect to the Partnership; and (v) a statement as to the more recent of (a) the cost of an Investment or (b) if it has been prepared, an estimate of the Fair Value of an Investment, determined by the General Partner or an Expert (if an appraisal was in fact made by or for the Partnership) and all secured debt and other liabilities accrued with respect to such Investment or otherwise payable by the Partnership, provided there has been a material change to the figures provided to the Limited Partners in accordance with Section 12.03(A)(i). The General Partner shall use reasonable endeavors to cause the foregoing to be furnished to the Limited Partners within 45 days, and in any event within 60 days, after the close of the relevant fiscal quarter. (C) The General Partner shall cause to be prepared and furnished to each Limited Partner a statement describing any uncured event of default under any loans to which the Partnership or any of its subpartnerships is subject, within 30 days after the General Partner has knowledge thereof. (D) The General Partner shall provide such other reports or information as any Limited Partner may reasonably request relating to the General Partner’s reasonable projections as to the Partnership’s unrelated business taxable income. The General Partner shall use its best efforts to provide financial information in substance and format as may be reasonably requested by the Advisory Committee. (E) Promptly upon the termination of the Commitment Period, the General Partner shall make available cause to each Person who was a Partner during such Fiscal Year an annual report and audited financial statements for the Partnership (which may be prepared on a combined basis with respect and furnished to the Partnership and any Feeder Funds, Parallel Funds, and Intermediate Entities and their respective alternative vehicles) prepared Advisory Committee a list of all Transactions in accordance with U.S. generally accepted accounting principles. The filing of a Form 10-K with the Securities and Exchange Commission that is made available on Progress by the Partnership’s website will be deemed to satisfy this obligation. (c) Notwithstanding anything contained in this Section 7.3, the information contained in any financial statements and reports delivered pursuant to Section 7.3 with respect to any secondary investment in an investment fund (including any Other Stonepeak Account) may be a Fiscal Quarter in arrears because necessary information (including valuation information) in respect of such Investments is delayed past the time that the General Partner determines to provide reporting or financial statements for such period, and in each case the General Partner shall not be deemed to have breached its obligations hereunder to the extent the General Partner is unable to provide any required information with respect to such Investments that are secondary investments in investment funds.

Reports to Partners. (a) Within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Partnership (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company as permitted under applicable law), the General Partner shall make available to each Person who was a Partner during such period a quarterly report and unaudited financial statements of the Partnership (which may be prepared on a combined basis with respect to the Partnership and/or any Feeder Funds, Parallel Funds, and Intermediate Entities and their respective alternative vehicles). The filing of a Form 10-Q with the Securities and Exchange Commission SEC that is made available on the Partnership’s website will be deemed to satisfy this obligation. (b) Within one hundred twenty (120) days (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company) after the end of each Fiscal Year of the Partnership, the General Partner shall make available to each Person who was a Partner during such Fiscal Year an annual report and audited financial statements for the Partnership (which may be prepared on a combined basis with respect to the Partnership and any Feeder Funds, Parallel Funds, and Intermediate Entities and their respective alternative vehicles) prepared in accordance with U.S. generally accepted accounting principles. The filing of a Form 10-K with the Securities and Exchange Commission SEC that is made available on the Partnership’s website will be deemed to satisfy this obligation. (c) Notwithstanding anything contained in this Section 7.3, the information contained in any financial statements and reports delivered pursuant to Section 7.3 with respect to any secondary investment Portfolio Investment in an investment fund (including any Other Stonepeak AccountAres Fund) may be a Fiscal Quarter in arrears because necessary information (including valuation information) in respect of such Portfolio Investments is delayed past the time that the General Partner determines to provide reporting or financial statements for such period, and in each case the General Partner shall not be deemed to have breached its obligations hereunder to the extent the General Partner is unable to provide any required information with respect to such Portfolio Investments that are secondary investments in investment funds.

Reports to Partners. (a) Within forty-five (45) days after The books of account and records of the Partnership shall be audited as of the end of each Partnership Year by the Partnership’s independent certified public accountants. All reports provided to the Partners pursuant to Section 11.2 hereof shall be prepared on such basis as the General Partner determines will appropriately reflect the operations and assets of the first three Fiscal Quarters of each Fiscal Year Partnership. The Partnership’s independent certified public accountant shall be a nationally recognized independent public accounting firm selected by the General Partner. (b) The General Partner shall comply with the Reporting Requirements set forth on Exhibit C attached hereto and incorporated herein by reference, which Exhibit C shall not be amended or altered without written notification to the General Partner. (c) The Investments of the Partnership (subject to reasonable delays in shall be valued quarterly by the event General Partner. Such valuation need not be formal appraisals. In addition, each of the late receipt Investments shall be appraised at least once every three years by one or more third-party independent nationally recognized consulting firms, as selected by the General Partner in its sole discretion. Notwithstanding any other provision of any necessary financial information from any Portfolio Company this Agreement, the cost of such third party Investment appraisals shall be borne by the Partnership. The year-end valuation of Investments shall be as permitted under applicable lawof December 31 of each year, but shall be furnished to the Partners within 90 days of the end of the Partnership’s fiscal year (as defined in Section 1.6 hereof). (d) After the end of each Partnership Year, the General Partner shall make available use commercially reasonable efforts to each Person who was a Partner during such period a quarterly report cause the Partnership’s independent public accountants to prepare and unaudited financial statements transmit, within 90 days after the close of the Partnership (which may be prepared on Year, a combined basis with respect to Federal income tax Schedule K-1 for each Partner and a report setting forth in sufficient detail such transactions effected by the Partnership and/or any Feeder Fundsduring such Partnership Year as shall enable each Partner to prepare its Federal income tax return, Parallel Funds, and Intermediate Entities and their respective alternative vehicles)if any. The filing of a Form 10-Q with the Securities General Partner shall mail such materials to (i) each Partner and Exchange Commission (ii) each former Partner (or its successors, assigns, heirs or personal representatives) that is made available on the Partnership’s website will be deemed to satisfy this obligationmay require such information in preparing its Federal income tax return. (be) Within one hundred twenty (120) days (subject to reasonable delays in the event of the late receipt of any necessary financial information from any Portfolio Company) after the end of each Fiscal Year of the Partnership, the The General Partner shall make available to each Person who was a Partner during be the “tax matters partner,” as such Fiscal Year an annual report and audited financial statements for the Partnership (which may be prepared on a combined basis with respect to the Partnership and any Feeder Funds, Parallel Funds, and Intermediate Entities and their respective alternative vehicles) prepared term is defined in accordance with U.S. generally accepted accounting principles. The filing of a Form 10-K with the Securities and Exchange Commission that is made available on the Partnership’s website will be deemed to satisfy this obligationCode Section 6231(a)(7). (c) Notwithstanding anything contained in this Section 7.3, the information contained in any financial statements and reports delivered pursuant to Section 7.3 with respect to any secondary investment in an investment fund (including any Other Stonepeak Account) may be a Fiscal Quarter in arrears because necessary information (including valuation information) in respect of such Investments is delayed past the time that the General Partner determines to provide reporting or financial statements for such period, and in each case the General Partner shall not be deemed to have breached its obligations hereunder to the extent the General Partner is unable to provide any required information with respect to such Investments that are secondary investments in investment funds.