Unanimous Written Consent

CERTIFICATE OF CANCELLATION

OF

«Name_of_Company»,

a Delawarelimited liability company

______

«Name_of_Company» (hereinafter called the "company"), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

1. The name of the limited liability company is«Name_of_Company».

2. The date of filing of the certificate of formation of the limited liability company with the Delaware Secretary of State was«Form_date».

3. The certificate of formation is canceled.

Executed on this _____ day ofApril, 2014.

______

By:Steven Gofman

Its:Assistant Secretary

UNANIMOUS WRITTEN CONSENT

OF

THE BOARD OF MANAGERS

OF

«Name_of_Company»,

a Delawarelimited liability company

The undersigned, being all of the members of the Board of Managers of «Name_of_Company», a Delawarelimited liability company (the "Company"), acting pursuant to Chapter 18, SubChapter 8 Limited Liability Act of the State of Delaware, hereby take the following actions by their unanimous written consent:

1.Transfer of Assets

WHEREAS, the Company desires to distribute all of its assets;

RESOLVED, that the Company’s assets shall be to «Parent_Company», the sole Member, pursuant to that certain Plan of Liquidation and Dissolution dated April__, 2014, a copy of which is attached as Exhibit A; and

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized to prepare, execute, deliver and file, as appropriate, the Plan of Liquidation and Dissolution and any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivery or filing by such officer or officers to be conclusive evidence of such approval, and to take all such further actions as such officer or officers considers necessary or desirable, in order to carry out the purposes and intents of the foregoing resolution.

2.Dissolution

RESOLVED, that the Company be dissolved pursuant to Chapter 18, SubChapter 8 Limited Liability Act of the State of Delaware, such dissolution to be effected as soon as practicable; and

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed to execute and file the Certificate of Election to Wind Up and Dissolve and give the written notice required by Chapter 18, SubChapter 8 Limited Liability Act of the State of Delaware; and

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized to prepare, execute, deliver and file, as appropriate, any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivery or filing by such officer or officers to be conclusive evidence of such approval, and to take all such further actions as such officer or officers considers necessary or desirable, in order to carry out the purposes and intents of the foregoing resolution; and

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby are, authorized and directed to take such further action as may be necessary or proper to wind up the affairs of the Company and to dissolve it.

This Consent may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The actions set forth in the foregoing resolutions shall have the same force and effect as if taken at a duly noticed and constituted meeting of the Board of Managers of the Company.

The undersigned have executed this instrument as of the _____ day of April2014, and hereby direct that it be filed with the minutes of the Company.

______

«Manager_1», Manager

______

«Manager_2», Manager

______

«Manager_3», Manager

WRITTEN CONSENT

OF

THE SOLE MEMBER

OF

«Name_of_Company»,

a Delaware limited liability company

The undersigned, being the holder of all of the issued and outstanding shares of stock of «Name_of_Company», a Delaware limited liability company (the "Company"), acting pursuant to Chapter 18, SubChapter 8 Limited Liability Act of the State of Delaware, hereby takes the following actions by written consent:

1.Transfer of Assets

WHEREAS, it is deemed to be in the best interests of the Company to distribute all of its remaining assets;

THEREFORE, BE IT RESOLVED, that the remaining assets of the Company be distributed, subject to its liabilities, in cancellation of its stock to «Parent_Company», sole member, pursuant to that certain Plan of Liquidation and Dissolution, a copy of which is hereby attached as Exhibit A.

2.Dissolution

WHEREAS, it is in the best interests of the Company and its sole Member that the Company be dissolved and its affairs wound up;

THEREFORE, BE IT RESOLVED, that the Company be dissolved pursuant to Section 275 of the Delaware General Corporation Law, such dissolution to be effected as soon as practicable;

RESOLVED FURTHER, that the officers of the Company take all such actions to execute, deliver and file, as appropriate, any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivery or filing by such officer or officers to be conclusive evidence of such approval, and to take all such further actions as such officer or officers considers necessary or desirable, in order to carry out the purposes and intents of the foregoing resolution; and

RESOLVED FURTHER, that the officers of the Company take such further action as may be necessary or proper to wind up the affairs of the Company and to dissolve it.

The undersigned has executed this instrument as of the _____ day of April2014, and hereby directs that it be filed with the Minutes of the Company.

«Parent_Company»,

______

By:Steve Gofman

Its:Assistant Secretary

PLAN OF LIQUIDATION AND DISSOLUTION

«Name_of_Company» (the "Company"), for valuable consideration, the receipt and sufficiency of which the Company acknowledges, hereby distributes to «Parent_Company»(the "Parent"), its successors and assigns, forever, all of the right, title and interest of the Company in and to all assets of the Company used in or related to the Company's business (the "Distributed Assets"), to have and to hold such Distributed Assets hereby distributed unto the Parent, its successors and assigns, for its own use, benefit and behalf forever.

The Company hereby covenants, represents and warrants that the Company has good and marketable title to the Distributed Assets and that they are free and clear of restrictions on or conditions to transfer or assignment, and clean of mortgages, liens, pledges, charges, encumbrances, equities and claims.

The Company constitutes and appoints the Parent, its successors and assigns, the true and lawful attorneys for the Company, with full power of substitution, in the name of the Company, but on behalf of and for the benefit of and at the expense of the Parent, (i) to institute and prosecute, in the name of the Company or otherwise, all proceedings which the Parent may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to any portion of the Distributed Assets and (ii) to defend and compromise any and all actions, suits or proceedings in respect of the Distributed Assets. The Company hereby declares that the foregoing powers are coupled with an interest and shall be irrevocable.

The Company hereby covenants with the Parent, its successors and assigns, that the Company, its successors and assigns, shall do, execute and deliver, or shall cause to be done, executed and delivered, all such further acts, documents or instruments of transfer or assignment as shall be necessary and appropriate to vest in or confirm to the Parent, its successors and assigns, all the assets hereby assigned and transferred which the Parent, its successors and assigns reasonably require.

This Plan of Liquidation and Dissolution shall be construed and interpreted pursuant to the laws of Delaware.

This Plan of Liquidation and Dissolution has been duly executed and attested to on behalf of the Company by its duly authorized representatives this ___ day of April2014.

«Parent_Company»

______

By:Ronald P. McNair

Its:Chief Accounting Officer and

Vice President

ATTEST:

______

By:Steven Gofman

Its: Assistant Secretary

PLAN OF LIQUIDATION AND DISSOLUTION

«Name_of_Company» (the "Company"), for valuable consideration, the receipt and sufficiency of which the Company acknowledges, hereby distributes to «Parent_Company» (the "Parent"), its successors and assigns, forever, all of the right, title and interest of the Company in and to all assets of the Company used in or related to the Company's business (the "Distributed Assets"), to have and to hold such Distributed Assets hereby distributed unto the Parent, its successors and assigns, for its own use, benefit and behalf forever.

The Company hereby covenants, represents and warrants that the Company has good and marketable title to the Distributed Assets and that they are free and clear of restrictions on or conditions to transfer or assignment, and clean of mortgages, liens, pledges, charges, encumbrances, equities and claims.

The Company constitutes and appoints the Parent, its successors and assigns, the true and lawful attorneys for the Company, with full power of substitution, in the name of the Company, but on behalf of and for the benefit of and at the expense of the Parent, (i) to institute and prosecute, in the name of the Company or otherwise, all proceedings which the Parent may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to any portion of the Distributed Assets and (ii) to defend and compromise any and all actions, suits or proceedings in respect of the Distributed Assets. The Company hereby declares that the foregoing powers are coupled with an interest and shall be irrevocable.

The Company hereby covenants with the Parent, its successors and assigns, that the Company, its successors and assigns, shall do, execute and deliver, or shall cause to be done, executed and delivered, all such further acts, documents or instruments of transfer or assignment as shall be necessary and appropriate to vest in or confirm to the Parent, its successors and assigns, all the assets hereby assigned and transferred which the Parent, its successors and assigns reasonably require.

This Plan of Liquidation and Dissolution shall be construed and interpreted pursuant to the laws of Delaware.

This Plan of Liquidation and Dissolution has been duly executed and attested to on behalf of the Company by its duly authorized representatives this ___ day of April2014.

«Parent_Company»

______

By:Ronald P. McNair

Its:Chief Accounting Officer and

Vice President

ATTEST:

______

By:Steven Gofman

Its: Assistant Secretary

PLAN OF LIQUIDATION AND DISSOLUTION

«Name_of_Company» (the "Company"), for valuable consideration, the receipt and sufficiency of which the Company acknowledges, hereby distributes to «Parent_Company» (the "Parent"), its successors and assigns, forever, all of the right, title and interest of the Company in and to all assets of the Company used in or related to the Company's business (the "Distributed Assets"), to have and to hold such Distributed Assets hereby distributed unto the Parent, its successors and assigns, for its own use, benefit and behalf forever.

The Company hereby covenants, represents and warrants that the Company has good and marketable title to the Distributed Assets and that they are free and clear of restrictions on or conditions to transfer or assignment, and clean of mortgages, liens, pledges, charges, encumbrances, equities and claims.

The Company constitutes and appoints the Parent, its successors and assigns, the true and lawful attorneys for the Company, with full power of substitution, in the name of the Company, but on behalf of and for the benefit of and at the expense of the Parent, (i) to institute and prosecute, in the name of the Company or otherwise, all proceedings which the Parent may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to any portion of the Distributed Assets and (ii) to defend and compromise any and all actions, suits or proceedings in respect of the Distributed Assets. The Company hereby declares that the foregoing powers are coupled with an interest and shall be irrevocable.

The Company hereby covenants with the Parent, its successors and assigns, that the Company, its successors and assigns, shall do, execute and deliver, or shall cause to be done, executed and delivered, all such further acts, documents or instruments of transfer or assignment as shall be necessary and appropriate to vest in or confirm to the Parent, its successors and assigns, all the assets hereby assigned and transferred which the Parent, its successors and assigns reasonably require.

This Plan of Liquidation and Dissolution shall be construed and interpreted pursuant to the laws of Delaware.

This Plan of Liquidation and Dissolution has been duly executed and attested to on behalf of the Company by its duly authorized representatives this ___ day of April2014.

«Parent_Company»

______

By:Ronald P. McNair

Its:Chief Accounting Officer and

Vice President

ATTEST:

______

By:Steven Gofman

Its: Assistant Secretary