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ARTICLE VI
ACCOUNTING, RECORDS, REPORTING BY MEMBERS
6.1
BOOKS AND RECORDS.
(A)
THE COMPANY WILL KEEP UP-TO-DATE ACCOUNTING
RECORDS, AND THE BOOKS AND RECORDS OF THE COMPANY SHALL REFLECT ALL COMPANY
TRANSACTIONS AND SHALL BE KEPT IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES.
IN ADDITION, THE MANAGER SHALL MAINTAIN, KEEP CURRENT AT ALL TIMES,
AND RECONCILE ON A MONTHLY BASIS THE COMPANY'S GENERAL LEDGER, REVENUE
ACCOUNTING, ROYALTY AND DISTRIBUTION ACCOUNTING, INVENTORY CONTROL, RECEIVABLES
AND PAYABLES LEDGERS AND OTHER SUPPORTING SYSTEMS, LEDGERS AND COMPUTATIONS
(INCLUDING, BUT NOT LIMITED TO PRODUCTION COST AMORTIZATION) SUPPORTING THE
FINANCIAL STATEMENTS, AND SHALL PROPERLY MAINTAIN ALL UNDERLYING TRANSACTION
DOCUMENTATION. SUCH ACCOUNTING SYSTEMS AND RECORDS SHALL BE MADE AVAILABLE FOR
SRS AND OUTSIDE AUDITORS TO REVIEW AT ANY TIME. ALL COSTS OF SUCH ACCOUNTING
REVIEWS SHALL BE BORNE BY THE COMPANY.
(B)
THE COMPANY SHALL MAINTAIN ALL OF THE
FOLLOWING:
A CURRENT LIST OF THE FULL NAME AND LAST KNOWN BUSINESS OR RESIDENCE
ADDRESS OF EACH MEMBER AND OWNER OF ECONOMIC INTEREST WHO IS NOT A MEMBER (AN
"ECONOMIC INTEREST OWNER"), TOGETHER WITH THE CAPITAL CONTRIBUTIONS, CAPITAL
ACCOUNT AND NUMBER OF UNITS OF EACH MEMBER AND ECONOMIC INTEREST OWNER; A COPY
OF THE ARTICLES AND ANY AND ALL AMENDMENTS THERETO TOGETHER WITH EXECUTED COPIES
OF ANY POWERS OF ATTORNEY PURSUANT TO WHICH THE ARTICLES OR ANY AMENDMENTS
THERETO HAVE BEEN EXECUTED; COPIES OF THE COMPANY'S FEDERAL, STATE, AND LOCAL
INCOME/SALES/USE TAX OR INFORMATION RETURNS AND REPORTS, IF ANY, FOR THE THREE
(3) MOST RECENT TAXABLE YEARS; A COPY OF THIS AGREEMENT AND ANY AND ALL
AMENDMENTS THERETO TOGETHER WITH EXECUTED COPIES OF ANY POWERS OF ATTORNEY
PURSUANT TO WHICH THIS AGREEMENT OR ANY AMENDMENTS THERETO HAVE BEEN EXECUTED;
COPIES OF THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE THREE (3) MOST RECENT
FISCAL YEARS AND SUCH INTERIM STATEMENTS AS THE COMPANY SHALL PREPARE FROM TIME
TO TIME FOR THE STUB PERIOD; AND THE COMPANY'S BOOKS AND RECORDS AS THEY RELATE
TO THE INTERNAL AFFAIRS OF THE COMPANY FOR AT LEAST THE CURRENT AND PAST THREE
(3) FISCAL YEARS.
6.2
DELIVERY TO MEMBERS AND INSPECTION.
EACH
MEMBER AND ECONOMIC INTEREST OWNER HAS THE RIGHT, UPON REASONABLE REQUEST FOR
PURPOSES REASONABLY RELATED TO THE INTEREST OF THE PERSON AS MEMBER OR ECONOMIC
INTEREST OWNER, TO INSPECT AND COPY DURING NORMAL BUSINESS HOURS ANY OF THE
COMPANY RECORDS DESCRIBED IN SECTION 6.1 AND TO OBTAIN FROM THE COMPANY,
PROMPTLY AFTER THEIR BECOMING AVAILABLE, A COPY OF THE COMPANY'S INTERIM OR
AUDITED ANNUAL FINANCIAL STATEMENT AND FEDERAL, STATE, AND LOCAL INCOME TAX OR
INFORMATION RETURNS FOR EACH FISCAL YEAR.
6.3
BANK ACCOUNTS.
THE MANAGER SHALL MAINTAIN
THE FUNDS OF THE COMPANY IN ONE OR MORE SEPARATE BANK ACCOUNTS IN THE NAME OF
THE COMPANY, AND SHALL NOT PERMIT THE FUNDS OF THE COMPANY TO BE COMMINGLED IN
ANY FASHION WITH THE FUNDS OF ANY OTHER PERSON, PROVIDED, HOWEVER, THAT SUBJECT
TO THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, NOTHING IN THIS PARAGRAPH
SHALL PROHIBIT THE COMPANY FROM PAYING