Common use of Dissolution and Termination Clause in Contracts

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the a Series AssetsProperty) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series AssetProperty) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the either Managing Member in accordance with ARTICLE X.Article X or the for-cause removal of either Manager in accordance with Section 5.03(c). (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a11.01(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member. The Member (the termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members); (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members outstanding Shares of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE Article X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a11.01(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member. The Member (the termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members); (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolvedissolved, and its affairs shall be wound up, upon: up upon the first to occur of the following: (i) an election to dissolve the decision of the Manager, with the written concurrence of the Members owning more than fifty percent (50%) of the Membership Interests, that it would be in the best interest of the Company by the Managing Member; to dissolve; (ii) the sale, exchange or other disposition of all or substantially all termination of the assets and properties of all Series (which shall include the obsolesce legal existence of the Series Assets) and the subsequent election to dissolve last remaining Member of the Company or the occurrence of any other event that terminates the continued membership of the last remaining Member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Managing Member; Act; (iii) the entry of a decree of judicial dissolution under the Act; or (iv) the filing by the Secretary of State of a Certificate of Dissolution. Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a Member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the last remaining Member of all of its Membership Interest in the Company and the admission of the transferee pursuant to Article 10, or (ii) the resignation of the last remaining Member and the admission of an additional member of the Company pursuant to Article 10), to the provisions fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within ninety (90) days after the occurrence of the Delaware Act; event that terminated the continued membership of such Member in the Company, agree in writing (ivi) at any time that there are no Members to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute Member of the Company, unless effective as of the business occurrence of the event that terminated the continued membership of such Member in the Company. (a) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a Member of the Company is continued in accordance with and upon the Delaware Act; or (v) a vote by the Economic Members to dissolve occurrence of such an event, the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X.shall continue without dissolution. (b) A Series In the event of dissolution, the Company shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and conduct only such activities as are necessary to wind up its affairs shall be wound up, upon: (i) including the dissolution sale of the assets of the Company pursuant to Section 11.1(ain an orderly manner); (ii) , and the sale, exchange or other disposition of all or substantially all assets of the assets Company shall be applied in the manner, and properties in the order of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event priority, set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware ActSection 12.2. (c) The dissolution Company shall terminate when (i) all of the Company or any Series pursuant to Section 18-801(a)(3) assets of the Delaware Act Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall be strictly prohibitedhave been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing MemberManager; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing MemberManager; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member Manager in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve terminate the Company Series by the Managing MemberManager. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing MemberManager; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce obsolescence of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce obsolescence of the Series Asset) and the subsequent election to dissolve the Company terminate such Series by the Managing Member. The termination of the a Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company and each Series shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Series Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iiiii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iviii) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (viv) a vote by the Economic Series Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE Article X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series for cash (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company Series by the Managing Member. The Member (the termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Series Members); (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (viv) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-sub- paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (ia) an election to dissolve the Company by the Managing MemberManager; (iib) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the a Series AssetsProperty) and the subsequent election to dissolve the Company by the Managing MemberManager; (iiic) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (ivd) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (ve) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member Manager in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (ia) the dissolution of the Company pursuant to Section 11.1(a); (iib) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series AssetProperty) and the subsequent election to dissolve the Company by the Managing MemberManager. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iiic) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (ivd) an election to terminate the Series by the Managing MemberManager; or (ve) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce obsolescence of the a Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series AssetAssets) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company and each Series shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Series Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iiiii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iviii) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (viv) a vote by the Economic Series Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE Article X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series for cash (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company Series by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Series Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (viv) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) : an election to dissolve the Company by the Managing Member; (ii) ; the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iii) ; the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) ; at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) or a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X. (b) X. A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) : the dissolution of the Company pursuant to Section 11.1(a); (ii) ; the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) ; an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) ; an election to terminate the Series by the Managing Member; or (v) or at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) . The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a)) ; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3801(a) (3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing MemberManager; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing MemberManager; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member Manager in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing MemberManager. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing MemberManager; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing MemberManager; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing MemberManager; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware ActTBOC; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware ActTBOC; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member Manager in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing MemberManager. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing MemberManager; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware ActTBOC. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic new Members or Additional Economic Series Members or the withdrawal of a transferring Member or Series Member following a Transfer associated with any SeriesTransfer. The Company shall dissolve, and its affairs shall be wound up, only upon: (i) an election to dissolve the Company by the Managing MemberManager; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iviii) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (viv) a vote by the Economic Members Member(s) to dissolve the Company following the for-cause removal of the Managing Member Manager in accordance with ARTICLE X.Section 6.3. (b) A Series shall not be terminated by the admission of Substitute Economic new Profits Members or Additional Economic Voting Members or the withdrawal of a transferring Profits Member or Voting Member following a Transfer associated with any Series. Unless otherwise provided in the applicable Series DesignationDesignation or Series Agreement, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a12.1(a);. (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the applicable Series Designation establishing such Seriesor Series Agreement; (iviii) an election to terminate the Series by the Managing Member; orManager; (viv) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act; or (v) a vote by the Voting Member(s) to dissolve the Series following the for-cause removal of the Manager in accordance with Section 6.3. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall is strictly prohibited and will be strictly prohibitedvoid ab initio.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the a Series AssetsAsset) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; ; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the a Series AssetsProperty) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE Article X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series AssetProperty) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. ‌ (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-sub- paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Economic Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Managing Member; (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the a Series AssetsProperty) and the subsequent election to dissolve the Company by the Managing Member; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; (iv) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or (v) a vote by the Economic Members to dissolve the Company following the for-cause removal of the Managing Member in accordance with ARTICLE X. (b) A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon: (i) the dissolution of the Company pursuant to Section 11.1(a); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series AssetProperty) and the subsequent election to dissolve the Company by the Managing Member. The termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members; (iii) an event set forth as an event of termination of such Series in the Series Designation establishing such Series; (iv) an election to terminate the Series by the Managing Member; or (v) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Delaware Act. (c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.