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.
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.
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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, MANNER AND TERMS OF ANY SALE OF THE OPERATING
COMPANY PROPERTY PURSUANT TO SUCH LIQUIDATION.
13.5.
FILING OF CERTIFICATE OF CANCELLATION.
UPON THE
COMPLETION OF THE WINDING UP OF THE OPERATING COMPANY, THE MANAGEMENT COMPANY
SHALL FILE A CERTIFICATE OF CANCELLATION WITH THE SECRETARY OF STATE OF THE
STATE OF DELAWARE AS PROVIDED IN SECTION 18-203