MEMBER
AN UNAUDITED BALANCE SHEET OF THE COMPANY AS AT THE END OF SUCH MONTH AND
UNAUDITED STATEMENTS OF INCOME AND OF CASH FLOWS OF THE COMPANY FOR SUCH MONTH
AND FOR THE CURRENT FISCAL YEAR TO THE END OF SUCH MONTH PROMPTLY FOLLOWING THE
COMPANY'S COMPLETION OF THE REVIEW OF ITS FINANCIAL STATEMENTS FOR SUCH MONTH
(OTHER THAN THE LAST MONTH OF ANY FISCAL QUARTER) (OR SUCH EARLIER TIME AS MAY
BE REQUIRED BY THE MEMBER TO SATISFY ITS REPORTING OBLIGATIONS UNDER LAW,
INCLUDING WITHOUT LIMITATION, THE RULES AND REGULATIONS OF THE SEC).
(D)
THE INCOME STATEMENTS AND BALANCE SHEETS REFERRED TO IN THIS
SECTION 12.3 WILL BE ACCOMPANIED BY THE REPORT THEREON, IF ANY, OF ANY
INDEPENDENT ACCOUNTANTS ENGAGED BY THE COMPANY OR BY THE CERTIFICATE OF THE
PRESIDENT THAT SUCH FINANCIAL STATEMENTS WERE PREPARED WITHOUT AUDIT FROM THE
BOOKS AND RECORDS OF THE COMPANY.
12.4
Confidentiality.
(A)
EACH MEMBER AND THE COMPANY WILL, AND WILL CAUSE EACH OF ITS
AFFILIATES, AND ITS AND THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, DIRECTORS,
OFFICERS, EMPLOYEES, ADVISORS AND AGENTS (COLLECTIVELY, "REPRESENTATIVES"), TO
KEEP SECRET AND RETAIN IN STRICTEST CONFIDENCE, EXCEPT AS PROVIDED IN
SUBSECTION (C) HEREOF, ANY AND ALL CONFIDENTIAL INFORMATION RECEIVED BY IT
("RECIPIENT") FROM ANOTHER MEMBER OR THE COMPANY OR THEIR RESPECTIVE AFFILIATES
OR REPRESENTATIVES ("DISCLOSING PARTY") AND WILL NOT DISTRIBUTE, DISSEMINATE OR
DISCLOSE A DISCLOSING PARTY'S CONFIDENTIAL INFORMATION, AND SUCH RECIPIENT WILL
CAUSE ITS REPRESENTATIVES NOT TO DISTRIBUTE, DISSEMINATE OR DISCLOSE SUCH
CONFIDENTIAL INFORMATION, EXCEPT TO (I) THE COMPANY, (II) ANY LENDER TO THE
COMPANY, (III) ANY MEMBER OR ANY OF THEIR RESPECTIVE AFFILIATES
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OR REPRESENTATIVES ON A "NEED TO KNOW" BASIS IN CONNECTION WITH THE TRANSACTIONS
LEADING UP TO AND CONTEMPLATED BY THIS AGREEMENT AND THE OPERATION OF THE
BUSINESS AND THE COMPANY, WHICH SHALL INCLUDE DISCLOSURE TO A MEMBER'S
INDEPENDENT PUBLIC ACCOUNTANTS AND TAX AND FINANCIAL ADVISORS, AND WHO ARE BOUND
BY AN OBLIGATION TO MAINTAIN IN CONFIDENCE THE CONFIDENTIAL INFORMATION OF THE
DISCLOSING PARTY TO THE SAME EXTENT AS IF THEY WERE PARTIES HERETO, (IV) ANY
OTHER PERSON THAT AGREES IN WRITING TO KEEP IN CONFIDENCE SUCH CONFIDENTIAL
INFORMATION IN ACCORDANCE WITH THE TERMS OF THIS SECTION 12.4, OR (V) AS
PERMITTED UNDER THE ANCILLARY AGREEMENTS; PROVIDED, HOWEVER, THAT THE DISCLOSURE
OF FINANCIAL STATEMENTS OF, OR OTHER INFORMATION RELATING TO, THE COMPANY WILL
NOT BE DEEMED TO BE THE DISCLOSURE OF CONFIDENTIAL INFORMATION (I) TO THE EXTENT
THAT ANY MEMBER IS REQUIRED BY LAW, INCLUDING WITHOUT LIMITATION, THE RULES AND
REGULATIONS PROMULGATED BY THE SEC, OR GAAP TO DISCLOSE SUCH FINANCIAL
STATEMENTS OR OTHER INFORMATION; (II) TO THE EXTENT THAT IN ORDER TO SUSTAIN A
POSITION TAKEN FOR TAX PURPOSES, ANY MEMBER DEEMS IT NECESSARY AND APPROPRIATE
TO DISCLOSE SUCH FINANCIAL STATEMENTS OR OTHER INFORMATION OR (III) IF THE
DISCLOSURE OF SUCH INFORMATION TO A MEMBER'S REPRESENTATIVES IS IN THE ORDINARY
COURSE OF SUCH MEMBER'S BUSINESS. IN ADDITION, EACH PARTY MAY MAKE PERMITTED
DISCLOSURES OF ANOTHER PARTY'S CONFIDENTIAL INFORMATION. ALL CONFIDENTIAL
INFORMATION DISCLOSED