OTHER MEMBER OR
ASSIGNEE EITHER AS TO THE RETURN OF CAPITAL CONTRIBUTIONS OR OTHERWISE UNLESS
EXPRESSLY PROVIDED IN THIS AGREEMENT, AS TO PROFITS, LOSSES, DISTRIBUTIONS OR
CREDITS.
SECTION 8.5
RIGHTS OF NON-MANAGING MEMBERS
RELATING TO THE COMPANY.
(A)
COPIES OF BUSINESS RECORDS.
IN ADDITION TO
OTHER RIGHTS PROVIDED BY THIS AGREEMENT OR BY THE ACT, AND EXCEPT AS LIMITED BY
SECTION 8.5(C) HEREOF, EACH NON-MANAGING MEMBER SHALL HAVE THE RIGHT, FOR A
PURPOSE REASONABLY RELATED TO SUCH NON-MANAGING MEMBER'S INTEREST AS A
NON-MANAGING MEMBER IN THE COMPANY, UPON WRITTEN DEMAND WITH A STATEMENT OF THE
PURPOSE OF SUCH DEMAND AND AT SUCH NON-MANAGING MEMBER'S OWN EXPENSE:
45
(1)
TO OBTAIN A COPY OF THE MOST RECENT ANNUAL
AND QUARTERLY REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY THE
MANAGING MEMBER PURSUANT TO THE EXCHANGE ACT, AND EACH COMMUNICATION SENT TO ALL
OF THE STOCKHOLDERS OF THE MANAGING MEMBER;
(2)
TO OBTAIN A COPY OF THE COMPANY'S FEDERAL,
STATE AND LOCAL INCOME TAX RETURNS FOR EACH PARTNERSHIP YEAR;
(3)
TO OBTAIN A CURRENT LIST OF THE NAME AND
LAST KNOWN BUSINESS, RESIDENCE OR MAILING ADDRESS OF EACH MEMBER;
(4)
TO OBTAIN A COPY OF THIS AGREEMENT AND THE
CERTIFICATE AND ALL AMENDMENTS THERETO, TOGETHER WITH EXECUTED COPIES OF ALL
POWERS OF ATTORNEY PURSUANT TO WHICH THIS AGREEMENT, THE CERTIFICATE AND ALL
AMENDMENTS THERETO HAVE BEEN EXECUTED; AND
(5)
TO OBTAIN TRUE AND FULL INFORMATION
REGARDING THE AMOUNT OF CASH AND A DESCRIPTION AND STATEMENT OF ANY OTHER
PROPERTY OR SERVICES CONTRIBUTED BY EACH MEMBER AND WHICH EACH MEMBER HAS AGREED
TO CONTRIBUTE IN THE FUTURE, AND THE DATE ON WHICH EACH BECAME A MEMBER.
(B)
NOTIFICATION OF CHANGES IN UNIT ADJUSTMENT
FACTOR.
THE COMPANY SHALL NOTIFY EACH NON-MANAGING MEMBER IN WRITING OF ANY
CHANGE MADE TO THE UNIT ADJUSTMENT FACTOR WITHIN 10 BUSINESS DAYS OF THE DATE
SUCH CHANGE BECOMES EFFECTIVE.
(C)
CONFIDENTIAL INFORMATION.
NOTWITHSTANDING
ANY OTHER PROVISION OF THIS SECTION 8.5, THE MANAGING MEMBER MAY KEEP
CONFIDENTIAL FROM THE NON-MANAGING MEMBERS, FOR SUCH PERIOD OF TIME AS THE
MANAGING MEMBER DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION TO BE REASONABLE,
ANY COMPANY INFORMATION THAT (I) THE MANAGING MEMBER BELIEVES TO BE IN THE
NATURE OF TRADE SECRETS OR OTHER INFORMATION THE DISCLOSURE OF WHICH THE
MANAGING MEMBER IN GOOD FAITH BELIEVES IS NOT IN THE BEST INTERESTS OF THE
COMPANY OR (II) THE COMPANY IS REQUIRED BY LAW OR BY AGREEMENTS WITH
UNAFFILIATED THIRD PARTIES TO KEEP CONFIDENTIAL.
(D)
DEBT ALLOCATION.
THE MANAGING MEMBER SHALL
ALLOW ANY NON-MANAGING MEMBER TO GUARANTEE ON A "BOTTOM DOLLAR BASIS," AN AMOUNT
OF INDEBTEDNESS OF THE COMPANY OR ANY SUCCESSOR THERETO, AS IS NECESSARY FROM
TIME TO TIME TO PROVIDE AN ALLOCATION OF DEBT TO SUCH NON-MANAGING MEMBER EQUAL
TO THE AMOUNT OF DEBT THEN REQUIRED TO BE ALLOCATED TO SUCH NON-MANAGING MEMBER
TO ENABLE SUCH NON-MANAGING MEMBER TO AVOID RECOGNIZING GAIN PURSUANT TO
SECTION 731(A)(1) OF THE CODE AS A RESULT OF A DEEMED DISTRIBUTION OF MONEY TO
SUCH NON-MANAGING MEMBER