Common use of Certificate of Cancellation Clause in Contracts

Certificate of Cancellation. Upon completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers (or such other person or persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution Distribution of ----------------------------- Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Managers (or such other person or persons as the Act may require or permit) Manager shall file or cause to be filed a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActState of Delaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of the Companythis Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, terminated and the Managers (or such other person or persons as the Act may require or permit) Members shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 1.5, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Managing Member (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Board of Directors (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 applicable Requirements of Law, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Member (or such other person or persons Person as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5 and take such other actions as may be necessary to terminate the existence Company, including filing a certificate of cancellation of the CompanyCertificate with the Secretary of State of the State of Delaware.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company LLC assets as provided herein, the Company LLC is terminated (and the LLC shall not be terminatedterminated prior to such time), and the Managers Manager (or such other person Person or persons Persons as the Delaware Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the LLC. The LLC shall be deemed to continue in existence for all purposes of the Companythis Agreement until it is terminated pursuant to this Section 9.03.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be company is terminated, and the Managers (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Members or the Majority Member, as applicable, (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 2.01, 2.02 and 1.5 2.04, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon the completion of the distribution of ----------------------------- Company assets cash and property as provided hereinin this Article X in connection with the liquidation of the Company, the Company shall be terminated, and the Managers (or such other person or persons as the Act may require or permit) shall file a Certificate of Cancellation with Formation and all qualifications of the Secretary of Company as a foreign limited liability company in jurisdictions other than the State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 shall be canceled and 1.5 and take such other actions as may be necessary to terminate the existence of the CompanyCompany shall be taken.

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, liquidation and the Managers (or such other person or persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence winding up of the Company.’s affairs and business, the Member shall on behalf of the Company prepare and file a certificate of cancellation with the Delaware Secretary of State, as required by the Act. When such certificate is filed, the Company’s existence shall cease

Certificate of Cancellation. Upon completion of the liquidation and distribution of ----------------------------- the Company assets as provided herein, if applicable, the Company shall be deemed terminated, and the Managers Directors or Officers (or such other person authorized Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActState of Delaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 this Agreement, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon completion of the distribution ----------------------------- of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers (or such other person or persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers (or such other person or persons as the Act may require or permit) Manager shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActState of Delaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminatedManaging Member or the Board, and the Managers as applicable (or such other person any Person or persons Persons as the Act may require or permit) ), shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the distribution liquidation and winding up of ----------------------------- Company assets as provided hereinthe Company’s affairs and business, the Managing Member or the Designated Person shall on behalf of the Company shall be terminated, prepare and the Managers (or such other person or persons as the Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the State of Delaware, as required by the Act. When such certificate is filed, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company’s existence shall cease.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided hereinin this Agreement, the Company shall be terminated, terminated and the Managers (or such other person or persons as the Act may require or permit) Members shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 1.5, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Managing Member (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.6, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Managers (or such other person or persons as the Act may require or permit) Manager shall file or cause to be filed a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActState of Delaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of the Companythis Agreement until it is terminated pursuant to this Section 14.04.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Managing Member (or such other person any Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Board (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.6, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Managing Member (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.05, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be is terminated, and the Board of Managers (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Delaware Secretary of State of Delaware under the ActState, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Managing Member (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the certificate of cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be is terminated, and the Managers Managing Member (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be is terminated, and the Managers Member (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Steering Committee (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the certificate of cancellation, the existence of the Company shall cease.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Board (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution liquidation of ----------------------------- Company assets as provided herein, the Company Company’s existence shall be terminated, and the Managers (or such other person or persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Board (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law. ARTICLE 13

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Manager (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon completion of the distribution of ----------------------------- Company assets Assets as provided hereinin this Article 10, the Company is terminated (and shall not be terminatedterminated prior to such time), and the Managers Directors (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Delaware Secretary of State of Delaware under the ActState, cancel any other filings made pursuant to Sections 1.1 and 1.5 this Agreement and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of the Companythis Agreement until it is terminated pursuant to this Section 10.4.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company --------------------------- the Company's assets as provided herein, the Company shall be terminated, is terminated and the Managers Member (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.07, and take such other actions as may ------------ be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon completion of the distribution of ----------------------------- Company the Company’s assets as provided herein, the Company shall be terminated, and the Managers Board (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 Act and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Board (or such other person or persons any Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5 and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Board (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the certificate of cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution ---------------------------- of ----------------------------- Company assets as provided herein, the Company shall be is terminated, and the Managers Member (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Board (or such other person any Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon the completion of the distribution of ----------------------------- Company assets as provided hereinin this Article VII, the Company shall be terminatedterminated and cancelled, and the Managers (or such other person or persons as the Act may require or permit) U.S. Manager, shall file cause a Certificate of Cancellation with to be filed in the office of the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 and shall take such other actions as may be necessary or appropriate to terminate the existence of and wind up the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be is terminated, and the Managers Manager (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 5, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be is terminated, and the Managers (or such other person or persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActState of Delaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.05, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Board (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the certificate of cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other Law.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers (or such other person or persons as the Act may require or permit) Managing Member shall file a Certificate certificate of Cancellation cancellation with the 953834.04-WILSR01A - MSW Secretary of State of Delaware under the ActState of Delaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon the dissolution and the completion and winding up of the distribution of ----------------------------- Company assets as provided hereinCompany, the Company Manager shall be terminated, and the Managers (or such other person or persons as the Act may require or permit) shall file cause a Certificate of Cancellation to be filed with the Office of the Secretary of State of Delaware under the State of Delaware, pursuant to the requirements of the Act, cancel any other filings made pursuant canceling the Certificate of Formation; provided that such Certificate of Cancellation shall not be filed prior to Sections 1.1 and 1.5 and take such other actions as may be necessary January 1 of the third (3rd) calendar year subsequent to terminate the existence sale of all of the assets of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Managing Member (or such other person any Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Directors (or such other person or persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, is terminated and the Managers Members (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5 and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon the dissolution of the Company and the completion of the distribution liquidation and winding up of ----------------------------- Company assets as provided hereinthe Company’s affairs and business, the Members shall on behalf of the Company shall be terminated, prepare and the Managers (or such other person or persons as the Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Secretary Department of State of Delaware under the State of Delaware, as required by Section 18-203 of the Act. When such certificate is filed, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company’s existence shall cease.

Certificate of Cancellation. Upon completion of the winding up of the Company, including the distribution of ----------------------------- the assets of the Company assets as provided hereinin Section 14.4(a), the Company each Member shall execute and cause to be terminated, and the Managers (or such other person or persons as the Act may require or permit) shall file filed a Certificate of Cancellation with in the Secretary of State of Delaware under and shall cause the Act, cancel any cancellation of all qualifications and registrations of the Company as a foreign limited liability company in jurisdictions other filings made pursuant to Sections 1.1 than the State of Delaware and 1.5 and shall take such other actions as may be necessary to terminate the existence Company. Upon acceptance of the CompanyCertificate of Cancellation by the Delaware Secretary of State, the Company shall be terminated.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company the Company’s assets as provided herein, the Company shall be terminated, is terminated and the Managers Member (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.07. and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company the Company’s assets as provided herein, the Company shall be terminated, and the Board of Managers (or such other person Person or persons Persons as the LLC Act may require required or permit) shall file a Certificate certificate of Cancellation cancellation with the Delaware Secretary of State of Delaware under the ActState, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets property as provided herein, the Company shall be terminated, terminated and the Managers (or such other person or persons as the Act may require or permit) Members shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 1.5, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon completion of the distribution of ----------------------------- Company assets as provided hereinin accordance with Section 11.2, the Company and this Agreement shall terminate upon the filing of a certificate of cancellation of the Company in accordance with Section 18-203 of the Delaware Act. The Company shall be terminated, and the Managers (or such other person or persons as the Act may require or permit) shall file a Certificate deemed to continue in existence for all purposes of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made this Agreement until it is terminated pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Companythis Section 11.3.

Certificate of Cancellation. Upon completion of the distribution of ----------------------------- Company the Operating Company’s assets as provided herein, the Operating Company shall be terminated, and the Managers Managing Member (or such other person Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 2.01 and 1.5 2.05, and take such other actions as may be necessary to terminate the existence of the Operating Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets Property as provided herein, the Company shall be thereby terminated, and the Managers (or such other person or persons as Manager shall authorize the Act may require or permit) shall file a filing of Certificate of Cancellation with the Delaware Secretary of State of Delaware under the ActState, cancel any other filings made pursuant to Sections 1.1 and 1.5 foreign qualifications, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers (or such other person or persons as the Act may require or permit) Managing Member shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActState of Delaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company.. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law. 868227.25C-WILSR01A - MSW

Certificate of Cancellation. Upon the completion of the distribution of ----------------------------- Company assets as provided hereinin this Article VII, the Company shall be terminatedterminated and cancelled, and the Managers (or such other person or persons as the Act may require or permit) Manager shall file cause a Certificate of Cancellation with to be filed in the office of the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 and shall take such other actions as may be necessary or appropriate to terminate the existence of and wind up the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers (or such other person or persons as the Act may require or permit) Managing Member shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActState of Delaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.06, and take such other actions as may be necessary to terminate the existence of the Company.. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law. ARTICLE 13

Certificate of Cancellation. Upon On completion of the winding-up of the Company pursuant to Section 18-803 of the Act and the distribution of ----------------------------- Company property and assets as provided herein, the Company shall be terminated, terminated and the Managers (or such other person or persons as the Act may require or permit) Board shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Board (or such other person or persons any Person as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company Board of Managers shall be terminated, and the Managers (direct such Person or such other person or persons Persons as the Act may require or permit) shall permit to file a Certificate of Cancellation with the Secretary of State of Delaware under the Act, cancel any other filings made pursuant to Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution Distribution of ----------------------------- Company assets as provided herein, the Company is terminated (and the Company shall not be terminatedterminated prior to such time), and the Managers (or such other person or persons as the Act may require or permit) Manager shall file or cause to be filed a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActState of Delaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of the Company.this Agreement until it is terminated pursuant to this Section 14.04. SECTION

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers Managing Member (or such other person any Person or persons Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be is terminated, and the Board of Managers (or such other person Person or persons Persons as the Delaware Act may require or permit) shall file a Certificate certificate of Cancellation cancellation with the Secretary of State of Delaware under the ActDelaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5, and take such other actions as may be necessary to terminate the existence of the Company.

Certificate of Cancellation. Upon On completion of the distribution of ----------------------------- Company assets as provided herein, the Company shall be terminated, and the Managers (or such other person or persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Delaware under the ActState of Delaware, cancel any other filings made pursuant to Sections 1.1 and 1.5 Section 2.5 hereof, and take such other actions as may be necessary to terminate the existence of the Company.