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e5/02/2008 01:19 5085395245 WILLOBEND PAGE 06/08 • recreation and other nonprofitable purposes and as such they will have no interest in or title to any of the property or assets of the corporation. Nothing herein shalt prohibit the corporation from reimbursing the members of the Board of Directors and officers of the Corporation for all expenses reasonably incurred by them in performingservicesrendered to the corporation. 6. No officer or director shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided,however,that this provision shall not eliminate or limit the liability of an officer or director(i) for any breach of the officer's or director's duty of loyalty to the corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or(iii) for any transaction from which the officer or director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or director for or with respect to any acts or omissions of such officer or director occurring prior to such amendment or repeal. • 7. All references in these Articles of Organization(i)to the Internal Revenue Code,or any section or other provision thereof, sball be deemed to refer to the Internal- Revenue Code of 1986 as now in force or hereafter amended;(ii) to the General Laws of the Commonwealth of Massachusetts,or any chapter, section or other provision thereof, shall be deemed to refer to such General Laws,chapter, section or provision as now in . force or hereafter amended;and(iii)to particular provisions of the Internal Revenue Code or the General Laws of the Commonwealth of Massachusetts shall be deemed to refer to similar or successor provisions hereafter adopted. 8. In the event of dissolution or final liquidation of the corporation, subject to , the requirements of MOL ch. 180,sec 11,all of the property and assets of the corporation, after paying or making provision for the payment of all of its debts and liabilities, and satisfaction of all other requirements set forth in the Massachusetts General Laws, shall- be distributed (i) first to all equity members of the corporation in order to fully refund one hundred percent(1000/9) of any equity contribution previously paid 'Av�`air mictnbo M, . at the corporation and (ii)the balance,if any, shall be distributed to all existing equity members on an equal basis except that prior to the fourth anniversary of the acquisition of the Willowbend Golf Club, said balance shall be distributed solely to the Class B Member (as defined in the By-Laws). -3-