STATED, INDEFINITELY.
13.4.
WINDING UP. IN THE EVENT OF THE DISSOLUTION OF THE
OPERATING COMPANY FOR ANY REASON, THE MANAGEMENT COMPANY SHALL PROCEED PROMPTLY
TO WIND UP THE AFFAIRS AND LIQUIDATE THE ASSETS OF THE OPERATING COMPANY. EXCEPT
AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE MEMBERS SHALL CONTINUE TO SHARE
DISTRIBUTIONS AND ALLOCATIONS DURING THE PERIOD OF LIQUIDATION IN THE SAME
MANNER AS BEFORE DISSOLUTION. THE MANAGEMENT COMPANY SHALL HAVE COMPLETE
DISCRETION TO DETERMINE THE TIME, MANNER AND TERMS OF ANY SALE OF THE OPERATING
COMPANY PROPERTY PURSUANT TO SUCH LIQUIDATION.
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13.5.
FILING OF CERTIFICATE OF CANCELLATION. UPON THE COMPLETION OF THE
WINDING UP OF THE OPERATING COMPANY, THE MANAGEMENT COMPANY SHALL FILE A
CERTIFICATE OF CANCELLATION WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE
AS PROVIDED IN SECTION 18-203 OF THE ACT.
13.6.
MATERIAL BREACH. A MATERIAL BREACH SHALL NOT AUTOMATICALLY RESULT IN
THE TERMINATION OF THIS AGREEMENT. HOWEVER, UPON THE OCCURRENCE OF A MATERIAL
BREACH, THE NON-BREACHING PARTY MAY, IN ADDITION TO ITS RIGHTS UNDER SECTION 4.6
OF THIS AGREEMENT, MAKE A CLAIM AGAINST THE BREACHING PARTY IN ITS OWN NAME AND
IN THE NAME OF THE OPERATING COMPANY FOR DAMAGES CAUSED BY THE MATERIAL BREACH
IN ACCORDANCE WITH ARTICLE 17.
13.7.
CLAIMS OF THE MEMBERS. THE MEMBERS AND FORMER MEMBERS SHALL LOOK
SOLELY TO THE OPERATING COMPANY'S ASSETS FOR THE RETURN OF THEIR CAPITAL
CONTRIBUTIONS, AND IF THE ASSETS OF THE OPERATING COMPANY REMAINING AFTER
PAYMENT OF OR DUE PROVISION FOR ALL DEBTS, LIABILITIES AND OBLIGATIONS OF THE
OPERATING COMPANY ARE INSUFFICIENT TO RETURN SUCH CAPITAL CONTRIBUTIONS, THE
MEMBERS AND FORMER MEMBERS SHALL HAVE NO RECOURSE AGAINST THE OPERATING COMPANY,
THE MANAGEMENT COMPANY OR ANY OTHER MEMBER.
ARTICLE 14
WITHDRAWAL OF A MEMBER
14.1.
WITHDRAWAL OF A MEMBER. A MEMBER SHALL CEASE TO BE A MEMBER IF IT NO
LONGER BENEFICIALLY OWNS ANY MEMBERSHIP UNITS (A "WITHDRAWAL EVENT").
IMMEDIATELY AFTER A WITHDRAWAL EVENT, THE WITHDRAWN MEMBER AND ITS AFFILIATES
SHALL HAVE NO CONTINUING RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT BUT WILL
REMAIN SUBJECT TO THE TERMS OF ANCILLARY AGREEMENTS TO THE EXTENT PROVIDED BY,
AND IN ACCORDANCE WITH, THE EXPRESS TERMS THEREOF. SUBJECT TO COMPLIANCE WITH
ARTICLE 4 HEREOF, A MEMBER MAY VOLUNTARILY CAUSE A WITHDRAWAL EVENT AND SUCH
ACTION SHALL NOT BE A BREACH OF THIS AGREEMENT.
14.2.
EFFECT OF WITHDRAWAL. THIS AGREEMENT SHALL CONTINUE NOTWITHSTANDING
ANY WITHDRAWAL BY A MEMBER AND ALL GOVERNANCE RIGHTS SET FORTH HEREIN WITH
RESPECT TO SUCH MEMBER SHALL BE EXERCISED BY THE REMAINING MEMBER. NO WITHDRAWAL
SHALL RELIEVE A MEMBER OF LIABILITY FOR ANY PRIOR BREACH OF THIS AGREEMENT.
ARTICLE 15
EXCHANGE
15.1.
EXCHANGE OF MEMBERSHIP UNITS. EXCLUDING THE MANAGEMENT COMPANY, A
HOLDER OF MEMBERSHIP UNITS MAY, AT ITS OPTION, EXCHANGE, AT ANY TIME AND FROM
TIME TO TIME, ANY OR ALL OF ITS MEMBERSHIP UNITS FOR VALIDLY ISSUED, FULLY PAID
AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK PURSUANT TO THE TERMS OF THIS
ARTICLE 15 AND THE MANAGEMENT COMPANY CERTIFICATE. THE NUMBER OF SHARES