
# 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.

