The Company’s stockholders approve a liquidation or dissolution of the Company

there shall occur a liquidation or dissolution of NWLGI or NWLIC.

In the event of any dissolution, liquidation or winding up of [[Organization A:Organization]] (a “Liquidation”), whether voluntary or involuntary, the Holders of Series A Preferred Stock shall be entitled to participate in any distribution out of the assets of [[Organization A:Organization]] on an equal basis per share with the holders of the Common Stock. For the purposes of such distribution, Holders of Series A Preferred Stock shall be treated as if all shares of Series A Preferred Stock had been converted to Common Stock immediately prior to the distribution.

Upon any liquidation, dissolution, or winding up of the Corporation or GGP OP, whether voluntary or involuntary (a “Liquidation Event”), in each case, that is not a Market Capitalization Liquidation Event (as defined below) or substantially concurrent with the liquidation, dissolution, or winding up of BPY, whether voluntary or involuntary (a “BPY Liquidation Event”), subject to the prior rights of holders of all classes and series of Preferred Stock at the time outstanding having prior rights upon liquidation and after payment in full to any Tendering Class A Shareholder that has not received with respect to any Tendered Class A Share # at or prior to 11:00 a.m., New York City time, or the Close of Business, as applicable, on the Specified Exchange Date, the amount to which such Tendering Class A Shareholder is entitled pursuant to [subsection C(3), or (ii)])] at or prior to 11:00 a.m. New York City time, or the Close of Business, as applicable, on the applicable Secondary Exchange Date, the Secondary Exchange Amount, but before any dividend or other distribution, transfer or payment (payable in securities, cash, assets, property or Capital Stock of the Corporation or otherwise) shall be made to the holders of the Class B Stock, Class C Stock or any Common Stock, the holders of Class A Stock

Bankruptcy; Liquidation. (i) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy; or # any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business occurs.

Liquidation Rights. The holders of the Series B Preferred Stock shall have liquidation rights as follows (the “Liquidation Rights”):

A plan of liquidation or dissolution is adopted for the Company; or

to effect any liquidation, dissolution or winding-up of the Company; or

the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company; or

the stockholders of Arrow shall approve any plan or proposal for the liquidation or dissolution of Arrow; or