CHANGES
IN MEMBERS' CAPITAL AND CASH FLOW OF THE COMPANY FOR SUCH QUARTER OR ALLOW THEM
ACCESS TO THE NECESSARY FINANCIAL INFORMATION TO PREPARE SUCH REPORTS. EACH
MEMBER SHALL HAVE UNLIMITED ACCESS TO ALL THE FINANCIAL INFORMATION OF THE
COMPANY AND MAY, AT ITS EXPENSE, REQUEST THAT AN AUDIT OF THE COMPANY BE
PREPARED BY SUCH MEMBER'S ACCOUNTING FIRM.
15.5
TERMINATION OF CERTAIN PROVISIONS.
ALL THE
PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED TERMINATED UPON AN INITIAL PUBLIC
OFFERING OF THE COMPANY.
THIS AGREEMENT, OR ANY PORTION HEREOF MAY BE
TERMINATED WITH THE WRITTEN AGREEMENT OF THE COMPANY AND EACH MEMBER.
15.6
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED TO BE
SENT HEREUNDER SHALL BE DELIVERED PERSONALLY OR MAILED, REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, OR DELIVERED BY OVERNIGHT COURIER SERVICE, TO
THE INTENDED RECIPIENT'S ADDRESS SET FORTH BELOW OR TO SUCH OTHER ADDRESS AS THE
INTENDED RECIPIENT DESIGNATES BY WRITTEN NOTICE TO THE COMPANY, AND SHALL BE
DEEMED TO HAVE BEEN GIVEN UPON DELIVERY, IF DELIVERED PERSONALLY, THREE DAYS
AFTER MAILING, IF MAILED, OR ONE BUSINESS DAY AFTER DELIVERY TO THE COURIER, IF
DELIVERED BY OVERNIGHT COURIER SERVICE.
ANY SUCH NOTICE SHALL BE MAILED AS
FOLLOWS:
(i)
if to the Company, to:
Digital Link II LLC
100 North Crescent Drive, Suite 120
Beverly Hills, CA 90210
(ii)
if to any other Member, to its address set
forth on the signature page hereto.
22
15.7
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE
EXHIBITS AND SCHEDULES ATTACHED HERETO, IS THE ENTIRE AGREEMENT AMONG THE
PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF.
IT SUPERSEDES ALL PRIOR
AGREEMENTS PERTAINING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE AMENDED EXCEPT
AS PROVIDED IN SECTION 15.10 HEREOF.
15.8
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION
OF THIS AGREEMENT WILL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION WILL BE
INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
INVALIDATING THE REMAINDER OF THIS AGREEMENT.
15.9
DESCRIPTIVE HEADINGS.
THE DESCRIPTIVE HEADINGS
OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND DO NOT
CONSTITUTE A PART OF AND SHALL NOT BE UTILIZED IN INTERPRETING THIS AGREEMENT.
15.10
CONSENT TO AMENDMENTS; WAIVERS.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED OR
WAIVED AT ANY TIME BY THE WRITTEN AGREEMENT OF THE COMPANY AND EACH MEMBER.
ANY
WAIVER, PERMIT, CONSENT OR APPROVAL OF ANY KIND OR CHARACTER ON THE PART OF ANY
SUCH MEMBER OF ANY PROVISIONS OR CONDITIONS OF THIS AGREEMENT MUST BE MADE IN
WRITING AND SHALL BE EFFECTIVE ONLY TO THE EXTENT SPECIFICALLY SET FORTH IN SUCH
WRITING.
15.11
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, ALL COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT BY OR
ON BEHALF OF ANY OF THE PARTIES HERETO WILL BIND AND INURE TO THE BENEFIT OF THE
RESPECTIVE SUCCESSORS AND ASSIGNS OF