RESOLVED, that the Company hereby adopts the Plan of Dissolution and, in accordance with said Plan of Dissolution, shall distribute all of its assets to its Members;

Section # Entire Agreement. This Plan of Dissolution constitutes the entire plan of dissolution, winding-up and termination of the undersigned with respect to the subject matter hereof.

. Dissolution or Liquidation of the Company. Upon the dissolution or liquidation of the Company, the Option will terminate and become null and void; provided, however, that if the rights of the Participant or the Participant’s Survivors have not otherwise terminated and expired, the Participant or the Participant’s Survivors will have the right immediately prior to such dissolution or liquidation to exercise the Option to the extent that the Option is exercisable as of the date immediately prior to such dissolution or liquidation.

SECTION #Dissolution.‌8089

“Termination Effective Date” means # with respect to a termination referenced in [Section 6.22(b)(i)] above, the date of termination of the Partnership indicated in the notice giving rise to such termination, # with respect to a dissolution referenced in [Section 6.22(b)(ii)] above, the date of the Event of Default giving rise to such dissolution, and # with respect to a dissolution referenced in [Section 6.22(b)(iii)] above, the date in which written notice of the dissolution is given by PAI to CDFJV.

adopt or vote to adopt a plan of complete or partial dissolution or liquidation or resolutions providing for or authorizing a liquidation, dissolution, amalgamation, merger, consolidation, restructuring, recapitalization, or other reorganization; or

the dissolution of the Advisor;

the liquidation or dissolution of Maker;

SECTION # Dissolution. No Loan Party nor any Subsidiary of a Loan Party shall suffer or permit dissolution or liquidation either in whole or in part, except through corporate reorganization to the extent permitted by [Section 5.17].

The Administrative Agent, [[Organization A:Organization]] and the Borrowers agree that the dissolution or merger of Matrix Transport contemplated by [Section 5.12] of the Existing Credit Agreement may occur at any time so long as the merger or dissolution complies with [Section 6.03] of the Credit Agreement, except that the Administrative Agent acknowledges that it has received the required notice of the intended dissolution or merger of Matrix Transport and that no additional notice is required regarding such dissolution or merger. Accordingly, [Section 5.12] of the Existing Credit Agreement is deleted in its entirety and replaced with the following: