INFORMATION AS MAY BE APPROVED FROM TIME TO TIME BY THE MANAGEMENT COMPANY FOR
INTERNAL USE BY THE OPERATING COMPANY.
12.3.4
ADDITIONAL INFORMATION.
THE OPERATING COMPANY SHALL, UPON REASONABLE
NOTICE, GIVE EACH OF THE CLASS B MEMBERS, FOR SO LONG AS IT BENEFICIALLY OWNS
MEMBERSHIP UNITS, DURING REGULAR BUSINESS HOURS, REASONABLE ACCESS TO THE
PROPERTIES, DOCUMENTS AND RECORDS, FINANCIAL AND OTHERWISE, OF THE OPERATING
COMPANY, AND SHALL PROVIDE COPIES OR EXTRACTS OF THE OPERATING COMPANY'S
DOCUMENTS AND RECORDS AS THE CLASS B MEMBERS MAY REASONABLY REQUEST.
12.4.
BOOKS AND RECORDS.
THE MANAGEMENT COMPANY SHALL PREPARE AND FILE,
OR CAUSE TO BE PREPARED AND FILED, ALL APPLICABLE FEDERAL, STATE AND LOCAL TAX
RETURNS.
SUCH BOOKS OF ACCOUNT AND TAX RETURNS, TOGETHER WITH A COPY OF THIS
AGREEMENT, SHALL AT ALL TIMES BE MAINTAINED AT THE PRINCIPAL PLACE OF BUSINESS
OF THE OPERATING COMPANY AND SHALL 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 IN THE OPERATING COMPANY.
THE OPERATING COMPANY SHALL (A) RETAIN SUCH BOOKS OF ACCOUNT AND TAX RETURNS
UNTIL THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS OF THE OPERATING
COMPANY AND EACH MEMBER (AND, TO THE EXTENT A MEMBER NOTIFIES THE OPERATING
COMPANY, ANY EXTENSIONS THEREOF), AND (B) GIVE EACH MEMBER REASONABLE WRITTEN
NOTICE PRIOR TO TRANSFERRING, DESTROYING OR DISCARDING ANY SUCH BOOKS OF ACCOUNT
OR TAX RETURNS AND, IF THE MEMBER SO REQUESTS, ALLOW SUCH MEMBER TO TAKE
POSSESSION OF SUCH BOOKS OF ACCOUNT OR TAX RETURNS.
31
ARTICLE 13
TERMINATION OF THE OPERATING COMPANY; LIQUIDATION
AND DISTRIBUTION OF ASSETS
13.1.
NO DISSOLUTION.
THE OPERATING COMPANY SHALL NOT BE DISSOLVED BY THE
ADMISSION OF ADDITIONAL MEMBERS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
13.2.
EVENTS CAUSING DISSOLUTION.
THE OPERATING COMPANY SHALL BE
DISSOLVED AND ITS AFFAIRS SHALL BE WOUND UP UPON THE FIRST TO OCCUR OF THE
EVENTS SET FORTH IN THIS SECTION 13.2:
13.2.1
WRITTEN CONSENT.
THE WRITTEN CONSENT OF ALL CLASS B MEMBERS OR, IF
THERE ARE NO CLASS B MEMBERS, A MAJORITY OF ALL MEMBERS.
13.2.2
UNLAWFUL TO CONTINUE.
THE OCCURRENCE OF ANY EVENT WHICH MAKES IT
UNLAWFUL FOR THE OPERATING COMPANY TO BE CONTINUED.
13.2.3
ORDER OF DISSOLUTION.
THE ISSUANCE OF A DECREE BY ANY COURT OF
COMPETENT JURISDICTION THAT THE OPERATING COMPANY BE DISSOLVED AND LIQUIDATED.
13.3.
SURVIVAL.
IN THE EVENT OF A DISSOLUTION, THIS AGREEMENT AND THE
PROVISIONS SET FORTH HEREIN, EXCEPT ARTICLES 1, 13, 17 AND 18 AND SECTION 16.8,
WHICH SHALL SURVIVE INDEFINITELY, SHALL TERMINATE.
13.4.
WINDING UP.
IN THE EVENT OF THE DISSOLUTION OF THE OPERATING
COMPANY FOR ANY REASON, THE MANAGEMENT COMPANY SHALL PROCEED PROMPTLY TO WIND UP
THE AFFAIRS AND LIQUIDATE THE ASSETS OF THE OPERATING COMPANY.
EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT, THE MEMBERS SHALL CONTINUE TO SHARE
DISTRIBUTIONS AND ALLOCATIONS DURING THE PERIOD OF LIQUIDATION IN THE SAME
MANNER AS BEFORE DISSOLUTION.
THE MANAGEMENT COMPANY SHALL HAVE COMPLETE
DISCRETION TO DETERMINE THE TIME,