OR SPECIFIC AUTHORIZATION;
(B)
TRANSACTIONS ARE RECORDED AS NECESSARY (I) TO PERMIT PREPARATION OF
FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP AND (II) TO MAINTAIN ACCOUNTABILITY
FOR ASSETS;
(C)
ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' GENERAL OR SPECIFIC AUTHORIZATION; AND
(D)
THE RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH EXISTING ASSETS AT
REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY
DIFFERENCES.
9.2
OTHER ACCOUNTING AND TAX PROVISIONS.
ATTACHMENT 9 CONTAINS ADDITIONAL
ACCOUNTING AND TAX PROVISIONS APPLICABLE TO THE COMPANY.
9.3
DISTRIBUTION OF FINANCIAL STATEMENTS AND OTHER REPORTS.
THE COMPANY WILL
DISTRIBUTE TO EACH MEMBER:
(A)
MONTHLY INFORMATION.
AS SOON AS PRACTICAL AFTER THE END OF EACH OF THE
FIRST THREE QUARTERLY PERIODS IN EACH CALENDAR MONTH AND IN ANY EVENT WITHIN TEN
(10) BUSINESS DAYS AFTER THE END OF EACH SUCH CALENDAR MONTH, A BALANCE SHEET AS
OF THE END OF THE MONTH AND STATEMENTS OF INCOME AND CASH FLOW, BOTH FOR THE
MONTH AND FOR THE YEAR TO DATE, WHICH FINANCIAL STATEMENTS SHALL FAIRLY PRESENT
IN ALL MATERIAL RESPECTS THE COMPANY'S FINANCIAL POSITION AS OF THAT DATE AND
THE RESULTS OF ITS OPERATIONS FOR THOSE PERIODS IN ACCORDANCE WITH GAAP (SUBJECT
TO NORMAL YEAR-END ADJUSTMENTS AND THE FURNISHING OF NOTES; PROVIDED, HOWEVER,
THAT NOTES WILL BE FURNISHED TO THE EXTENT NECESSARY TO MAKE THE STATEMENTS NOT
MISLEADING);
(B)
ANNUAL INFORMATION.
AS SOON AS PRACTICAL AFTER THE END OF EACH FISCAL
YEAR AND IN ANY EVENT WITHIN TEN (10) BUSINESS DAYS THEREAFTER:
(I)
A BALANCE SHEET AS OF THE YEAR-END AND STATEMENTS OF INCOME AND
CASH FLOW, BOTH FOR THE FOURTH QUARTER AND FOR THE YEAR; AND
26
(II)
A DRAFT OF THE COMPANY'S TAX RETURN IN ACCORDANCE WITH SECTION
5.2(A) OF ATTACHMENT 9 HERETO, AND INFORMATION THAT WILL BE REQUIRED TO PERMIT
THE MEMBER TO PREPARE ITS TAX RETURN.
The year-end balance sheet and the statements for the year will be examined in
accordance with generally accepted auditing standards by the Company's
independent certified public accountants, who will render their opinion on
whether those statements fairly present in all material respects the Company's
financial position as of that date and the results of its operations for those
periods in accordance with GAAP.
9.4
RIGHT OF INSPECTION AND EXAMINATION.
AT ALL REASONABLE TIMES, EACH MEMBER,
THROUGH ITS REPRESENTATIVES, HAS THE RIGHT TO INSPECT AND COPY THE RECORDS OF
THE COMPANY AND TO EXAMINE THE EMPLOYEES OF THE COMPANY WITH REGARD TO ITS
ACTIVITIES.
THESE RIGHTS MAY BE EXERCISED THROUGH ANY AGENT OR EMPLOYEE OF THE
MEMBER DESIGNATED BY NOTICE TO THE BOARD OF DIRECTORS.
THE INSPECTING MEMBER
WILL BEAR ALL EXPENSES INCURRED IN THE INSPECTION OR EXAMINATION.
9.5
AUDITORS.
THE INITIAL AUDITORS OF THE COMPANY ARE KPMG LLP.
ARTICLE X
DISPUTE RESOLUTION
10.1
Generally.
(A)
APPLIES ONLY TO LEGAL CLAIMS.
THIS ARTICLE 10 GOVERNS ONLY THOSE DISPUTES
THAT ARISE UNDER THIS AGREEMENT, THE OUTCOME OF WHICH DEPENDS SOLELY ON WHETHER
THE COMPANY, A MEMBER OR ANY OF ITS AFFILIATES IS