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exercised, if at all, by the Company and/or the other Members, as appropriate,within 180 days following <br /> the death of the Deceased Interest Owner, <br /> (c) The life insurance policies held by the Company and/or an Interest Owner on the life of <br /> another Interest Owner shall not be assigned or transferred without the consent of all Interest Owners. <br /> ARTICLE XI-DISSOLUTION AND TERMINATION <br /> 11.1 Dissolution. <br /> (a) The Company shall be dissolved upon the first of the following to occur: <br /> (1) upon the election to dissolve the Company by all of the Members; <br /> (ii) subject to the provisions of(b) below, upon the 90th day after the day on which <br /> the Company ceases to have any Members; <br /> (iii) the entry of a decree of judicial dissolution or the filing of a certificate for <br /> administrative dissolution under the Act; or <br /> (iv) the occurrence of a Liquidating Event. <br /> (b) In the event the Company at any time ceases to have any Members, giving rise to a <br /> potential dissolution of the Company as provided above,the business of the Company will be continued if <br /> within ninety (90) calendar days after the occurrence of such event the Person, including the former <br /> member, controlling the Ownership Interest of the last member admits one or more Persons as Members <br /> of the Company to continue the business of the Company. If no new Member(s)are admitted within such <br /> ninety day period, the Company will be dissolved liquidated pursuant to the remaining provisions of this <br /> Article XI. <br /> (c) Upon dissolution of the Company, the business and affairs of the Company shall <br /> terminate and be wound up, and the assets of the Company shall be liquidated under this Article XI. <br /> (d) Dissolution of the Company shall be effective as of the day on which the event occurs <br /> giving rise to the dissolution, but the Company shall not terminate until there has been a winding up of <br /> the Company's business and affairs, and the assets of the Company have been distributed as provided in <br /> Section 11.3 below. <br /> (e) Upon dissolution of the Company, a Majority in Interest of the Members may cause any <br /> part or all of the assets of the Company to be sold in such manner as a Majority in Interest of the <br /> Members shall determine in an effort to obtain the best prices for such assets;provided,however,that the <br /> Members may distribute assets of the Company in kind to the Interest Owners to the extent practicable. <br /> (f) A reasonable time as determined by a Majority in Interest of the Members not to exceed <br /> eighteen (18) months shall be allowed for the orderly liquidation of the assets of the Company and the <br /> discharge of liabilities to the creditors so as to minimize any losses attendant upon dissolution. <br /> 11.2 Articles of Dissolution. Upon the dissolution and commencement of the winding up of <br /> the Company, a Majority in Interest of the Members shall cause Articles of Dissolution to be executed on <br /> behalf of the Company and filed with the Secretary of State, and authorized Manager(s) shall execute, <br /> acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution of <br /> the Company. <br /> 14 <br />