GCBH ASO LLC OPERATING AGREEMENT 4th FINAL REDLINE 091818

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ASO OPERATING AGREEMENT Page 20 of 33 public records request has been forwarded to the ASO a for the specific record. Upon receipt of a forwarded request, the ASO, in good faith, shall promptly provide the requested document to the forwarding County Authority or respond to the forwarded request as a public records request from the requester for the specific record sought. Conversely, if the ASO receives a request for a County Authority-related record that the ASO has used, but does not possess, the ASO shall: a) forward a copy of the request to the County Authority and, if applicable, to the other County Authorities, and identify the specific record sought; and b) notify the requestor that the public records request has been forwarded to the County Authority and, if applicable, to the other County Authorities, for the specific record. Upon receipt of a forwarded request, such County Authority and the ASO, in good faith, shall promptly respond to the forwarded request as a public records request from the requestor for the specific record sought. ARTICLE 10 -- TRANSFERABILITY 10.1 General. Except as otherwise expressly provided in this Agreement, a County Authority shall not have the right to: (a) Sell, assign, transfer, exchange or otherwise transfer for consideration, (collectively, "sell" or "sale"); or (b) Pledge, encumber or otherwise use all or part of its County Authority's Units or interests in the ASO as security for a loan or other obligation. ARTICLE 11 -- DISSOLUTION AND TERMINATION 11.1 Dissolution. The ASO shall be dissolved upon the unanimous vote of the County Authorities of the ASO held at the time of the vote. 11.2 Winding Up, Liquidation and Distribution of Assets. Upon dissolution, the Executive Committee shall immediately proceed to wind up the affairs of the ASO. The Executive Committee shall sell or otherwise liquidate all of the ASO's assets as promptly as practicable (except to the extent the Executive Committee may determine to distribute any assets to the County Authorities in kind) and shall apply the proceeds of such sale and the remaining ASO assets in the following order of priority: 11.2.1 Payment of creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the ASO; 11.2.2 To establish any reserves that the Executive Committee deems reasonably necessary for contingent or unforeseen obligations of the ASO and, at the expiration of such period as the Executive Committee shall deem advisable, the balance then