ON A CONSOLIDATED BASIS, PREPARED IN ACCORDANCE WITH GAAP
AND THE OPERATING COMPANY ACCOUNTING AND TAX PRACTICES. THE OPERATING COMPANY
SHALL PROVIDE THE CLASS B MEMBERS WITH A MONTHLY REPORT OF SIGNIFICANT OPERATING
AND FINANCIAL STATISTICS INCLUDING NUMBER OF SUBSCRIBERS, SUBSCRIBER CHURN
STATISTICS, MINUTES OF USE, AVERAGE REVENUES PER SUBSCRIBER, ACQUISITION COSTS
AND CAPITAL EXPENDITURE EFFICIENCY STATISTICS AND SUCH ADDITIONAL STATISTICS AND
INFORMATION AS MAY BE APPROVED FROM TIME TO TIME BY THE MANAGEMENT COMPANY FOR
INTERNAL USE BY THE OPERATING COMPANY.
12.3.4
ADDITIONAL INFORMATION. THE OPERATING COMPANY SHALL, UPON
REASONABLE NOTICE, GIVE EACH OF THE CLASS B MEMBERS, FOR SO LONG AS IT
BENEFICIALLY OWNS MEMBERSHIP UNITS, DURING REGULAR BUSINESS HOURS, REASONABLE
ACCESS TO THE PROPERTIES, DOCUMENTS
33
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 OR NEW MEMBERS IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT.
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 SHALL TERMINATE, EXCEPT ARTICLES
1, 13, 17 AND 18 AND SECTION 16.8, WHICH SHALL SURVIVE FOR THE APPLICABLE
PERIODS SET FORTH THEREIN OR, IF NONE