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* * * * * * *
11. Books and Records.
a. The Manager shall keep or cause to be
kept complete and accurate books of account and records
with respect to the Company’s business. The Company’s
books of account shall be kept using the method of
accounting determined by the Manager. The Company’s
independent auditor shall be an independent public
accounting firm selected by the Manager. The Manager
shall give each Member reasonable access during normal
business hours to the books and records of the Company.
* * * * * * *
12. Capital Contributions.
The Initial Member was deemed admitted as the
sole Member of the Company upon the execution and
delivery of this Agreement. After the Effective Time
of the Merger and immediately after TMC shall have been
appointed Manager pursuant to Section 9(b), the Initial
Member will contribute the amount of cash to the
Company listed on Schedule B attached hereto [$1.375
billion].
* * * * * * *
15. Distributions.
Distributions of cash or other assets of the
Company shall be made at such times and in such amounts
as the Manager may determine in its sole discretion;
provided, however, that notwithstanding the foregoing,
the Initial Member shall be entitled to receive, and
the Company and the Manager shall make, distributions
of cash (or other assets of the Company acceptable to
the Member) to the Initial Member in the amounts and at
the times sufficient to enable the Initial Member
(a) to pay all of its liabilities, obligations and
expenses as and when they come due and (b) to make any
payments on, or distributions in respect of, the issued
and outstanding shares of the Voting Preferred Stock of
the Initial Member in accordance with the terms
thereof. * * *
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