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+
+# Withdrawal, Dissolution, Liquidation and Termination
+
+## Dissolution, Liquidation, and Termination Generally
+
+The Company shall be dissolved upon the first to occur of any of
+the following:
+
+* The sale or disposition of all assets of the Company and the receipt, in cash, of 
+all consideration therefor, and the determination of the Board Of Directors and all 
+Members not to continue the business of the Company directly or through an Investment 
+Entity.
+
+* The occurrence of any event which, as a matter of law, requires that the 
+Company be dissolved.
+
+
+## Liquidation and Termination
+Upon dissolution of the Company such Person as the Board Of Directors 
+may designate shall act as liquidator. The liquidator shall 
+proceed diligently to wind up the
+affairs of the applicable Company and make final distributions
+as provided herein. The costs of liquidation shall be a Company 
+expense, as applicable. Until final distribution, the liquidator
+shall continue to operate the Company with all of the power
+and authority of the Board Of Directors, as applicable
+hereunder. The steps to be accomplished by the liquidator are as
+follows:
+
+* as promptly as possible after dissolution and again after final
+liquidation, the liquidator shall cause a proper accounting to be made
+by a firm of certified public liquidator, which shall cause a proper
+accounting to be made by a firm of certified public accountants
+acceptable to the Board Of Directors of the Company's 
+assets, liabilities, and operations through the last day of the
+calendar month in which the dissolution shall occur or the final
+liquidation shall be completed, as applicable
+
+* the liquidator shall cause the Company to
+satisfy all of the debts and liabilities of the Company and
+(whether by payment or the making of reasonable provision for payment
+thereof)
+
+* all remaining assets of the Company shall be distributed
+to the Members as follows:
+
+* (a) the liquidator may sell any or all applicable Company 
+property and the sum of:
+
+* (b) any resulting gain or loss from each sale plus
+
+* (c) the fair market value of such property that has not been sold
+shall be determined and (notwithstanding the provisions of Section 
+Capital Accounts income, gain, loss, and deduction inherent in such
+property (that has not been reflected in the Capital Accounts
+previously) shall be allocated among the Members to the extent possible
+to cause the Capital Account balance of each Member to equal the amount
+distributable to such Member under this Section.
+
+* Company property as applicable shall be distributed to
+the Members as provided in Section "Distributions to Members".
+
+## Cancellation of Certificate. 
+In the case of the dissolution,
+liquidation and termination of the Company, on completion of the
+distribution of Company assets, the Board Of Directors (or such other
+Person as the BOC may require or permit) shall file a Certificate of
+Cancellation with the Secretary of State of Texas, cancel any other
+filings made pursuant to Section "Qualification in Other Jurisdictions".
+and take such other actions as may be necessary to
+terminate the existence of the Company. In the case of the dissolution,
+liquidation and termination of the Company, the CEO shall file such
+certificates as may be required by the BOC or other law in respect
+thereof.
+