and 52.37% to Trust 2; and
(d)
(i)
cash distributed to the Trusts in the
fourth quarter of any Fiscal Year shall be distributed first to Trust 2 until
such time as the amount of cash distributed to Trust 2 in such Fiscal Year under
Sections 9.6(a)(i), 9.6(b)(i) and 9.6(c)(i) and this Section 9.6(d)(i) is equal
to $26,400,000; and (ii)
the remainder of the cash distributed to the Trusts in
such quarter shall be distributed 47.63% to Trust 1 and 52.37% to Trust 2.
ARTICLE X
BOOKS AND RECORDS
SECTION 10.1
BOOKS, RECORDS AND FINANCIAL STATEMENTS.
(A)
AT ALL TIMES DURING THE CONTINUANCE OF THE
COMPANY, THE COMPANY SHALL MAINTAIN, AT ITS PRINCIPAL PLACE OF BUSINESS,
SEPARATE BOOKS OF ACCOUNT FOR THE COMPANY THAT SHALL SHOW A TRUE AND ACCURATE
RECORD OF ALL COSTS AND EXPENSES INCURRED, ALL CHARGES MADE, ALL CREDITS MADE
AND RECEIVED AND ALL INCOME DERIVED IN CONNECTION WITH THE OPERATION OF THE
COMPANY BUSINESS ON A TAX BASIS, AND, TO THE EXTENT INCONSISTENT THEREWITH, IN
ACCORDANCE WITH THIS AGREEMENT.
IN ACCORDANCE WITH SECTION 18-305 OF THE
DELAWARE ACT, SUCH BOOKS OF ACCOUNT, TOGETHER WITH A COPY OF THIS AGREEMENT AND
OF THE CERTIFICATE, SHALL AT ALL TIMES BE OPEN TO INSPECTION AND EXAMINATION AT
REASONABLE TIMES BY EACH MEMBER AND ITS DULY AUTHORIZED REPRESENTATIVE FOR ANY
PURPOSE REASONABLY RELATED TO SUCH MEMBER'S INTEREST AS A MEMBER OF THE COMPANY.
(B)
THE FOLLOWING FINANCIAL INFORMATION SHALL BE
TRANSMITTED BY THE MANAGING MEMBER TO EACH MEMBER:
(I)
WITHIN THREE (3) MONTHS AFTER THE CLOSE
OF EACH FISCAL YEAR (OR SUCH LATER DATE AS NECESSARY DUE TO THE TIMING OF THE
RECEIPT OF SIMILAR INFORMATION FROM PARTNERSHIPS THE INTERESTS IN WHICH ARE HELD
BY THE COMPANY IN THE PORTFOLIO):
(A)
AN AUDITED BALANCE SHEET OF THE COMPANY AS OF
THE CLOSE OF SUCH FISCAL YEAR;
(B)
AN AUDITED STATEMENT OF COMPANY PROFITS AND
LOSSES FOR SUCH FISCAL YEAR;
21
(C)
A STATEMENT OF SUCH MEMBER'S CAPITAL ACCOUNT
AS OF THE CLOSE OF SUCH FISCAL YEAR, AND CHANGES THEREIN DURING SUCH FISCAL
YEAR; AND
(D)
A STATEMENT INDICATING SUCH MEMBER'S SHARE OF
EACH ITEM OF COMPANY INCOME, GAIN, LOSS, DEDUCTION OR CREDIT FOR SUCH FISCAL
YEAR FOR INCOME TAX PURPOSES.
(II)
WITHIN 90 DAYS AFTER THE CLOSE OF EACH
QUARTER:
(A)
AN UNAUDITED BALANCE SHEET AS OF THE CLOSE OF
SUCH QUARTER; AND
(B)
AN UNAUDITED STATEMENT OF COMPANY PROFITS AND
LOSSES FOR SUCH QUARTER.
(III)
WITHIN 30 DAYS AFTER THE CLOSE OF EACH
CALENDAR MONTH, A REPORT OF COMPANY PROFIT AND LOSS FOR SUCH MONTH.
SECTION 10.2
ACCOUNTING METHOD.
FOR BOTH FINANCIAL
AND TAX REPORTING PURPOSES AND FOR PURPOSES OF DETERMINING PROFITS AND LOSSES,
THE BOOKS AND RECORDS OF THE COMPANY SHALL BE KEPT ON THE ACCRUAL METHOD OF
ACCOUNTING APPLIED IN A CONSISTENT MANNER AND SHALL REFLECT ALL COMPANY
TRANSACTIONS AND BE APPROPRIATE FOR THE COMPANY'S BUSINESS.
SECTION 10.3
AUDIT.
AT ANY TIME AND IN THE SOLE
DISCRETION OF THE MANAGING MEMBER, THE FINANCIAL STATEMENTS OF THE