a determination by the Managing Member to dissolve the Company; provided that such a dissolution shall require at least 24 months advance notice to the Non-Managing Members (a "Dissolution Notice") and (c) the dissolution of all of the Funds. In the event of the death or adjudication of incompetency of Feinberg

determined by the Managing Member; provided that fees, principal and interest paid under the Citi Loan (or any similar loan) shall be allocated to the Non-Managing Members (or to the extent applicable, Departed Non- DOC ID 25061468.12 42 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047085 CONFID

he contrary herein, the Managing Member may distribute, as an advance against future distributions or as a loan, amounts otherwise distributable to the Non-Managing Members hereunder to an Executive who is being allocated taxable income substantially in excess of amounts previously distributed or currently dist