Common use of Winding-Up Procedures Clause in Contracts

Winding-Up Procedures. If a dissolution of the Company pursuant to Section 9.1 occurs (or to the extent otherwise required pursuant to Section 9.1(c)), subject to the Company’s compliance with its obligation under the other agreements to which it is a party, the other terms and conditions of this Agreement or the other Transaction Documents, the Manager must proceed as promptly as advisable to wind up the affairs of the Company in an orderly and businesslike manner. The Manager will make a final accounting. As part of the winding-up of the affairs of the Company, the following steps will be taken: (a) The Company must comply with § 18-804(b) of the Act. In connection therewith, (i) the Manager will deliver to the Initial Member a relevant liability and reserve analysis, including, where appropriate, qualified independent third party analysis with respect to potential liabilities, and (ii) the Manager will provide (or make provision) for potential liabilities (including further anticipated Working Capital Expenses in connection with the retention of the Working Capital Reserve and dissolution and termination of the Company) by setting aside applicable reserves in the Working Capital Reserve. (b) The Manager will liquidate all the Company Property and apply the proceeds of such liquidation in the manner set forth in Section 9.2(c) except as provided for in Section 9.2(d). Any Ownership Entities not sold will be dissolved, wound up and terminated by the Manager as part of, and upon substantially the same terms as apply to, the dissolution, winding- up and termination of the Company, including as to provision (in accordance with, and subject to applicable Law for such Ownership Entity) for contingent liabilities by the setting aside of reserves in the Working Capital Reserve. In connection with such liquidation, the Manager will fully and finally resolve all Loans and other Company Property, including (i) as to any Loan (and rights to any Deficiency Balance) that has not been so fully and finally resolved by way of a disposition or permitted distribution-in-kind, by completion of charge-offs (with issuance of any applicable IRS Form 1099), (ii) in respect of any recorded interests involving or otherwise running to the benefit of, or required pursuant to the Transaction Documents to have been transferred to, the Company or any Ownership Entity, with applicable duly recorded transfers, releases or terminations, as applicable, and (iii) closing of all Company Accounts (after all remaining funds therein have been liquidated), all in a manner that avoids any further obligations or required actions of the Company or any Ownership Entity following the termination of the Company pursuant to Section 9.3. (c) Distributions of the assets of the Company in connection with (or, as applicable pursuant to Section 9.1(c), in anticipation of) a dissolution of the Company will be conducted as follows: (i) first, to creditors, but excluding the Members who are creditors, to the extent otherwise permitted by Law (and, to the extent permitted, in accordance with the Priority of Payments), in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); (ii) second, to the Members or former Members who are creditors, to the extent otherwise permitted by Law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Members and former Members under § 18-601 of the Act; (iii) third, to the Members and former Members in satisfaction of liabilities (if any) for distributions under § 18-601 of the Act; and (iv) finally, to the Members in the manner set forth in Section 6.6(b). (d) In connection with such winding-up and liquidation of the Company Property, the Manager can request the consent of the Initial Member to distribute certain Company Property in-kind in lieu of liquidating such Company Property. If the Initial Member consents to an in-kind distribution, the Manager will hire independent appraisers to appraise the value of Company Property that will be distributed in-kind to determine the Fair Market Value of such assets, and allocate any unrealized gain or loss determined by such appraisal to the Members’ respective Capital Accounts as though the properties in question had been sold on the date of distribution and, after giving effect to any such adjustment, distribute said assets in the manner set forth in Section 9.2(c). If a Member, upon the advice of counsel (obtained at its own expense), determines that there is a reasonable likelihood that any distribution-in-kind of an asset would cause such Member to be in violation of any Law, such Member and the Manager will each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution-in-kind on mutually agreeable terms. (e) The Final Monthly Distribution will occur following the winding-up and liquidation (or applicable permitted distribution) of all remaining Company Property other than any applicable reserves to be held in the Working Capital Reserve pursuant to Section 9.2(a). The Final Distribution will occur on or after such Final Monthly Distribution, subject to and following the completion of the dissolution of the Company and the determination by the Manager that no remaining reserves are required to be held in the Working Capital Reserve pursuant to Section 9.2(a). During the period following the Final Monthly Distribution and continuing until the Final Distribution, the Manager will, as and when appropriate as determined by the Manager in accordance with applicable Law, direct application of funds in the Working Capital Reserve (i) for payment of applicable amounts required to be paid by the Company, and (ii) to the extent of funds no longer required to be maintained in the Working Capital Reserve, for distributions, in each case in accordance with the priorities in Section 9.2(c). (f) In connection with any such winding-up of the Company and the making of the Final Monthly Distribution and each further distribution through and including the Final Distribution, the Manager will provide applicable instructions to the Paying Agent in accordance with the Custodial and Paying Agency Agreement, including instructions for establishing any reserves in the Working Capital Reserve, for making the Final Monthly Distribution (and transferring applicable funds to the Collection Account pursuant Section 3.6(d) of the Custodial and Paying Agency Agreement in connection therewith), and for making all payments and further distributions from the Working Capital Reserve through and including the Final Distribution. (g) Concurrently with the making of each of the Final Monthly Distribution and the Final Distribution, the Manager will provide to the Members a certificate, signed by an appropriate authorized officer of the Manager, certifying that (i) all Company Property (including all Assets and Ownership Entities) has been sold (or otherwise disposed of) or distributed (and, that, in connection therewith, all remaining rights to any Loans not so disposed or distributed have been charged off, with issuance of applicable IRS Form 1099s, and that all recorded interests involving the Company or any Ownership Entity or otherwise running to the benefit of, or required pursuant to the Transaction Documents to have been transferred to, the Company or any Ownership Entity, have been appropriately assigned, released or terminated, as applicable, such that no further action of the Company will be required in respect of any such Loans or other Company Assets following the termination of the Company pursuant to Section 9.3), (ii) all required reserves have been established, and all amounts (other than, in the case of the Final Monthly Distribution, amounts appropriately held in the Working Capital Reserve) have been distributed, in each case accordance with this Article IX and applicable Law (including that the Company has fully complied with § 18-804(b) of the Act), and (iii) no assets (other than, as applicable, the Working Capital Reserve) remain owned by, or otherwise titled to, the Company. If requested by the Initial Member, the Manager will provide final financial statements in accordance with Section 2(c) of the Reporting and Access Schedule.

Winding-Up Procedures. If a dissolution of the Company pursuant to Section 9.1 occurs (or to the extent otherwise required pursuant to Section 9.1(c)), subject to the Company’s compliance with its obligation under the other agreements to which it is a party, the other terms and conditions of this Agreement or the other Transaction Documents, the Manager must proceed as promptly as advisable to wind up the affairs of the Company in an orderly and businesslike manner. The Manager will make a final accounting. As part of the winding-up of the affairs of the Company, the following steps will be taken: (a) The Company must comply with § 18-804(b) of the Act. In connection therewith, (i) the Manager will deliver to the Initial Member a relevant liability and reserve analysis, including, where appropriate, qualified independent third party analysis with respect to potential liabilities, and (ii) the Manager will provide (or make provision) for potential liabilities (including further anticipated Working Capital Expenses in connection with the retention of the Working Capital Reserve and dissolution and termination of the Company) by setting aside applicable reserves in the Working Capital Reserve. (b) The Manager will liquidate all the Company Property and apply the proceeds of such liquidation in the manner set forth in Section 9.2(c) except as provided for in Section 9.2(d). Any Ownership Entities not sold will be dissolved, wound up and terminated by the Manager as part of, and upon substantially the same terms as apply to, the dissolution, winding- winding-up and termination of the Company, including as to provision (in accordance with, and subject to applicable Law for such Ownership Entity) for contingent liabilities by the setting aside of reserves in the Working Capital Reserve. In connection with such liquidation, the Manager will fully and finally resolve all Loans and other Company Property, including (i) as to any Loan (and rights to any Deficiency Balance) that has not been so fully and finally resolved by way of a disposition or permitted distribution-in-kind, by completion of charge-offs (with issuance of any applicable IRS Form 1099), (ii) in respect of any recorded interests involving or otherwise running to the benefit of, or required pursuant to the Transaction Documents to have been transferred to, the Company or any Ownership Entity, with applicable duly recorded transfers, releases or terminations, as applicable, and (iii) closing of all Company Accounts (after all remaining funds therein have been liquidated), all in a manner that avoids any further obligations or required actions of the Company or any Ownership Entity following the termination of the Company pursuant to Section 9.3. (c) Distributions of the assets of the Company in connection with (or, as applicable pursuant to Section 9.1(c), in anticipation of) a dissolution of the Company will be conducted as follows: (i) first, to creditors, but excluding the Members who are creditors, to the extent otherwise permitted by Law (and, to the extent permitted, in accordance with the Priority of Payments), in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); (ii) second, to the Members or former Members who are creditors, to the extent otherwise permitted by Law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Members and former Members under § 18-601 of the Act; (iii) third, to the Members and former Members in satisfaction of liabilities (if any) for distributions under § 18-601 of the Act; and (iv) finally, to the Members in the manner set forth in Section 6.6(b). (d) In connection with such winding-up and liquidation of the Company Property, the Manager can request the consent of the Initial Member to distribute certain Company Property in-kind in lieu of liquidating such Company Property. If the Initial Member consents to an in-kind distribution, the Manager will hire independent appraisers to appraise the value of Company Property that will be distributed in-kind to determine the Fair Market Value of such assets, and allocate any unrealized gain or loss determined by such appraisal to the Members’ respective Capital Accounts as though the properties in question had been sold on the date of distribution and, after giving effect to any such adjustment, distribute said assets in the manner set forth in Section 9.2(c). If a Member, upon the advice of counsel (obtained at its own expense), determines that there is a reasonable likelihood that any distribution-in-kind of an asset would cause such Member to be in violation of any Law, such Member and the Manager will each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution-in-kind on mutually agreeable terms. (e) The Final Monthly Distribution will occur following the winding-up and liquidation (or applicable permitted distribution) of all remaining Company Property other than any applicable reserves to be held in the Working Capital Reserve pursuant to Section 9.2(a). The Final Distribution will occur on or after such Final Monthly Distribution, subject to and following the completion of the dissolution of the Company and the determination by the Manager that no remaining reserves are required to be held in the Working Capital Reserve pursuant to Section 9.2(a). During the period following the Final Monthly Distribution and continuing until the Final Distribution, the Manager will, as and when appropriate as determined by the Manager in accordance with applicable Law, direct application of funds in the Working Capital Reserve (i) for payment of applicable amounts required to be paid by the Company, and (ii) to the extent of funds no longer required to be maintained in the Working Capital Reserve, for distributions, in each case in accordance with the priorities in Section 9.2(c). (f) In connection with any such winding-up of the Company and the making of the Final Monthly Distribution and each further distribution through and including the Final Distribution, the Manager will provide applicable instructions to the Paying Agent in accordance with the Custodial and Paying Agency Agreement, including instructions for establishing any reserves in the Working Capital Reserve, for making the Final Monthly Distribution (and transferring applicable funds to the Collection Account pursuant Section 3.6(d) of the Custodial and Paying Agency Agreement in connection therewith), and for making all payments and further distributions from the Working Capital Reserve through and including the Final Distribution. (g) Concurrently with the making of each of the Final Monthly Distribution and the Final Distribution, the Manager will provide to the Members a certificate, signed by an appropriate authorized officer of the Manager, certifying that (i) all Company Property (including all Assets and Ownership Entities) has been sold (or otherwise disposed of) or distributed (and, that, in connection therewith, all remaining rights to any Loans not so disposed or distributed have been charged off, with issuance of applicable IRS Form 1099s, and that all recorded interests involving the Company or any Ownership Entity or otherwise running to the benefit of, or required pursuant to the Transaction Documents to have been transferred to, the Company or any Ownership Entity, have been appropriately assigned, released or terminated, as applicable, such that no further action of the Company will be required in respect of any such Loans or other Company Assets following the termination of the Company pursuant to Section 9.3), (ii) all required reserves have been established, and all amounts (other than, in the case of the Final Monthly Distribution, amounts appropriately held in the Working Capital Reserve) have been distributed, in each case accordance with this Article IX and applicable Law (including that the Company has fully complied with § 18-804(b) of the Act), and (iii) no assets (other than, as applicable, the Working Capital Reserve) remain owned by, or otherwise titled to, the Company. If requested by the Initial Member, the Manager will provide final financial statements in accordance with Section 2(c) of the Reporting and Access Schedule.

Winding-Up Procedures. If a dissolution of the Company pursuant to Section 9.1 occurs (or to the extent otherwise required pursuant to Section 9.1(c)), subject to the Company’s compliance with its obligation under the other agreements to which it is a party, the other terms and conditions of this Agreement or the other Transaction Documents, the Manager must proceed as promptly as advisable to wind up the affairs of the Company in an orderly and businesslike manner. The Manager will make a final accounting. As part of the winding-up of the affairs of the Company, the following steps will be taken: (a) The Company must comply with § 18-804(b) of the Act. In connection therewith, (i) the Manager will deliver to the Initial Member a relevant liability and reserve analysis, including, where appropriate, qualified independent third party analysis with respect to potential liabilities, and (ii) the Manager will provide (or make provision) for potential liabilities (including further anticipated Working Capital Expenses in connection with the retention of the Working Capital Reserve and dissolution and termination of the Company) by setting aside applicable reserves in the Working Capital Reserve. (b) The Manager will liquidate all the Company Property and apply the proceeds of such liquidation in the manner set forth in Section 9.2(c) except as provided for in Section 9.2(d). Any Ownership Entities not sold will be dissolved, wound up and terminated by the Manager as part of, and upon substantially the same terms as apply to, the dissolution, winding- up and termination of the Company, including as to provision (in accordance with, and subject to applicable Law for such Ownership Entity) for contingent liabilities by the setting aside of reserves in the Working Capital Reserve. In connection with such liquidation, the Manager will fully and finally resolve all Loans and other Company Property, including (i) as to any Loan (and rights to any Deficiency Balance) that has not been so fully and finally resolved by way of a disposition or permitted distribution-in-kind, by completion of charge-offs (with issuance of any applicable IRS Form 1099), (ii) in respect of any recorded interests involving or otherwise running to the benefit of, or required pursuant to the Transaction Documents to have been transferred to, the Company or any Ownership Entity, with applicable duly recorded transfers, releases or terminations, as applicable, and (iii) closing of all Company Accounts (after all remaining funds therein have been liquidated), all in a manner that avoids any further obligations or required actions of the Company or any Ownership Entity following the termination of the Company pursuant to Section 9.3.9.3.‌‌ (c) Distributions of the assets of the Company in connection with (or, as applicable pursuant to Section 9.1(c), in anticipation of) a dissolution of the Company will be conducted as follows: (i) first, to creditors, but excluding the Members who are creditorscreditors (other than the Initial Member (to the extent it continues to hold the Purchase Money Notes)), to the extent otherwise permitted by Law (and, to the extent permitted, in accordance with the Priority of Payments), in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); (ii) second, to the Members or former Members who are creditors, to the extent otherwise permitted by Law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Members and former Members under § 18-601 of the Act; (iii) third, to the Members and former Members in satisfaction of liabilities (if any) for distributions under § 18-601 of the Act; and (iv) finally, to the Members in the manner set forth in Section 6.6(b). (d) In connection with such winding-up and liquidation of the Company Property, the Manager can request the consent of the Initial Member to distribute certain Company Property in-kind in lieu of liquidating such Company Property. If the Initial Member consents to an in-kind distribution, the Manager will hire independent appraisers to appraise the value of Company Property that will be distributed in-kind to determine the Fair Market Value of such assets, and allocate any unrealized gain or loss determined by such appraisal to the Members’ respective Capital Accounts as though the properties in question had been sold on the date of distribution and, after giving effect to any such adjustment, distribute said assets in the manner set forth in Section 9.2(c). If a Member, upon the advice of counsel (obtained at its own expense), determines that there is a reasonable likelihood that any distribution-in-kind of an asset would cause such Member to be in violation of any Law, such Member and the Manager will each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution-in-kind on mutually agreeable terms. (e) The Final Monthly Distribution will occur following the winding-up and liquidation (or applicable permitted distribution) of all remaining Company Property other than any applicable reserves to be held in the Working Capital Reserve pursuant to Section 9.2(a). The Final Distribution will occur on or after such Final Monthly Distribution, subject to and following the completion of the dissolution of the Company and the determination by the Manager that no remaining reserves are required to be held in the Working Capital Reserve pursuant to Section 9.2(a). During the period following the Final Monthly Distribution and continuing until the Final Distribution, the Manager will, as and when appropriate as determined by the Manager in accordance with applicable Law, direct application of funds in the Working Capital Reserve (i) for payment of applicable amounts required to be paid by the Company, and (ii) to the extent of funds no longer required to be maintained in the Working Capital Reserve, for distributions, in each case in accordance with the priorities in Section 9.2(c).9.2(c).‌ (f) In connection with any such winding-up of the Company and the making of the Final Monthly Distribution and each further distribution through and including the Final Distribution, the Manager will provide applicable instructions to the Paying Agent in accordance with the Custodial and Paying Agency Agreement, including instructions for establishing any reserves in the Working Capital Reserve, for making the Final Monthly Distribution (and transferring applicable funds to the Collection Account pursuant Section 3.6(d) of the Custodial and Paying Agency Agreement in connection therewith), and for making all payments and further distributions from the Working Capital Reserve through and including the Final Distribution. (g) Concurrently with the making of each of the Final Monthly Distribution and the Final Distribution, the Manager will provide to the Members a certificate, signed by an appropriate authorized officer of the Manager, certifying that (i) all Company Property (including all Assets and Ownership Entities) has been sold (or otherwise disposed of) or distributed (and, that, in connection therewith, all remaining rights to any Loans not so disposed or distributed have been charged off, with issuance of applicable IRS Form 1099s, and that all recorded interests involving the Company or any Ownership Entity or otherwise running to the benefit of, or required pursuant to the Transaction Documents to have been transferred to, the Company or any Ownership Entity, have been appropriately assigned, released or terminated, as applicable, such that no further action of the Company will be required in respect of any such Loans or other Company Assets following the termination of the Company pursuant to Section 9.3), (ii) all required reserves have been established, and all amounts (other than, in the case of the Final Monthly Distribution, amounts appropriately held in the Working Capital Reserve) have been distributed, in each case accordance with this Article IX and applicable Law (including that the Company has fully complied with § 18-804(b) of the Act), and (iii) no assets (other than, as applicable, the Working Capital Reserve) remain owned by, or otherwise titled to, the Company. If requested by the Initial Member, the Manager will provide final financial statements in accordance with Section 2(c) of the Reporting and Access Schedule.

Winding-Up Procedures. If a dissolution of the Company pursuant to Section 9.1 occurs (or to the extent otherwise required pursuant to Section 9.1(c)), subject to the Company’s compliance with its obligation under the other agreements to which it is a party, the other terms and conditions of this Agreement or the other Transaction Documents, the Manager must proceed as promptly as advisable to wind up the affairs of the Company in an orderly and businesslike manner. The Manager will make a final accounting. As part of the winding-up of the affairs of the Company, the following steps will be taken:taken:‌‌‌ (a) The Company must comply with § 18-804(b) of the Act. In connection therewith, (i) the Manager will deliver to the Initial Member a relevant liability and reserve analysis, including, where appropriate, qualified independent third party analysis with respect to potential liabilities, and (ii) the Manager will provide (or make provision) for potential liabilities (including further anticipated Working Capital Expenses in connection with the retention of the Working Capital Reserve and dissolution and termination of the Company) by setting aside applicable reserves in the Working Capital Reserve. (b) The Manager will liquidate all the Company Property and apply the proceeds of such liquidation in the manner set forth in Section 9.2(c) except as provided for in Section 9.2(d). Any Ownership Entities not sold will be dissolved, wound up and terminated by the Manager as part of, and upon substantially the same terms as apply to, the dissolution, winding- up and termination of the Company, including as to provision (in accordance with, and subject to applicable Law for such Ownership Entity) for contingent liabilities by the setting aside of reserves in the Working Capital Reserve. In connection with such liquidation, the Manager will fully and finally resolve all Loans and other Company Property, including (i) as to any Loan (and rights to any Deficiency Balance) that has not been so fully and finally resolved by way of a disposition or permitted distribution-in-kind, by completion of charge-offs (with issuance of any applicable IRS Form 1099), (ii) in respect of any recorded interests involving or otherwise running to the benefit of, or required pursuant to the Transaction Documents to have been transferred to, the Company or any Ownership Entity, with applicable duly recorded transfers, releases or terminations, as applicable, and (iii) closing of all Company Accounts (after all remaining funds therein have been liquidated), all in a manner that avoids any further obligations or required actions of the Company or any Ownership Entity following the termination of the Company pursuant to Section 9.3.9.3.‌ (c) Distributions of the assets of the Company in connection with (or, as applicable pursuant to Section 9.1(c), in anticipation of) a dissolution of the Company will be conducted as follows: (i) first, to creditors, but excluding the Members who are creditorscreditors (other than the Initial Member (to the extent it continues to hold the Purchase Money Notes)), to the extent otherwise permitted by Law (and, to the extent permitted, in accordance with the Priority of Payments), in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); (ii) second, to the Members or former Members who are creditors, to the extent otherwise permitted by Law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Members and former Members under § 18-601 of the Act; (iii) third, to the Members and former Members in satisfaction of liabilities (if any) for distributions under § 18-601 of the Act; andand‌ (iv) finally, to the Members in the manner set forth in Section 6.6(b).6.6(b).‌ (d) In connection with such winding-up and liquidation of the Company Property, the Manager can request the consent of the Initial Member to distribute certain Company Property in-kind in lieu of liquidating such Company Property. If the Initial Member consents to an in-kind distribution, the Manager will hire independent appraisers to appraise the value of Company Property that will be distributed in-kind to determine the Fair Market Value of such assets, and allocate any unrealized gain or loss determined by such appraisal to the Members’ respective Capital Accounts as though the properties in question had been sold on the date of distribution and, after giving effect to any such adjustment, distribute said assets in the manner set forth in Section 9.2(c). If a Member, upon the advice of counsel (obtained at its own expense), determines that there is a reasonable likelihood that any distribution-in-kind of an asset would cause such Member to be in violation of any Law, such Member and the Manager will each use its best efforts to make alternative arrangements for the sale or transfer into an escrow account of any such distribution-in-kind on mutually agreeable terms. (e) The Final Monthly Distribution will occur following the winding-up and liquidation (or applicable permitted distribution) of all remaining Company Property other than any applicable reserves to be held in the Working Capital Reserve pursuant to Section 9.2(a). The Final Distribution will occur on or after such Final Monthly Distribution, subject to and following the completion of the dissolution of the Company and the determination by the Manager that no remaining reserves are required to be held in the Working Capital Reserve pursuant to Section 9.2(a). During the period following the Final Monthly Distribution and continuing until the Final Distribution, the Manager will, as and when appropriate as determined by the Manager in accordance with applicable Law, direct application of funds in the Working Capital Reserve (i) for payment of applicable amounts required to be paid by the Company, and (ii) to the extent of funds no longer required to be maintained in the Working Capital Reserve, for distributions, in each case in accordance with the priorities in Section 9.2(c). (f) In connection with any such winding-up of the Company and the making of the Final Monthly Distribution and each further distribution through and including the Final Distribution, the Manager will provide applicable instructions to the Paying Agent in accordance with the Custodial and Paying Agency Agreement, including instructions for establishing any reserves in the Working Capital Reserve, for making the Final Monthly Distribution (and transferring applicable funds to the Collection Account pursuant Section 3.6(d) of the Custodial and Paying Agency Agreement in connection therewith), and for making all payments and further distributions from the Working Capital Reserve through and including the Final Distribution. (g) Concurrently with the making of each of the Final Monthly Distribution and the Final Distribution, the Manager will provide to the Members a certificate, signed by an appropriate authorized officer of the Manager, certifying that (i) all Company Property (including all Assets and Ownership Entities) has been sold (or otherwise disposed of) or distributed (and, that, in connection therewith, all remaining rights to any Loans not so disposed or distributed have been charged off, with issuance of applicable IRS Form 1099s, and that all recorded interests involving the Company or any Ownership Entity or otherwise running to the benefit of, or required pursuant to the Transaction Documents to have been transferred to, the Company or any Ownership Entity, have been appropriately assigned, released or terminated, as applicable, such that no further action of the Company will be required in respect of any such Loans or other Company Assets following the termination of the Company pursuant to Section 9.3), (ii) all required reserves have been established, and all amounts (other than, in the case of the Final Monthly Distribution, amounts appropriately held in the Working Capital Reserve) have been distributed, in each case accordance with this Article IX and applicable Law (including that the Company has fully complied with § 18-804(b) of the Act), and (iii) no assets (other than, as applicable, the Working Capital Reserve) remain owned by, or otherwise titled to, the Company. If requested by the Initial Member, the Manager will provide final financial statements in accordance with Section 2(c) of the Reporting and Access Schedule.