Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows: (a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and (b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On Upon dissolution of the Company, the Majority Members Board shall act as liquidator or may appoint one or more Members Managers or officers (with his consent) as liquidatorliquidators. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein in this Section 7.02 and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties Assets and the Company's affairs with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidators are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause an accounting to be made by a recognized firm of certified public accountants of the Company Assets and the Company's liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as the case may be; (b) The liquidator may cause all or any part of the Company Assets to be sold to any Person (including, without limitation, to the Member) as the liquidator shall reasonably determine, and any resulting gain or loss from each such sale shall be computed and allocated to the Member; (c) The liquidator shall pay, satisfy or discharge from Company funds Assets all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation, but excluding liabilities to the Member on account of its capital contributions) in the order of priority as provided by law, or otherwise make adequate provision for payment and discharge thereof; andthereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); (bd) After payment, satisfaction or discharge of the Company's debts, liabilities and obligations (or adequate provision therefor) has been made pursuant to clause (c) of this Section 7.02, all remaining assets of the Company Assets shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation)Member. All distributions in kind of the Company Assets to the Members Member shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore relating to such Company Assets incurred or for which the Company has committed prior to the date of termination, termination of the Company and those such costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member distributee in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds7.02.

Liquidation and Termination. On dissolution of the Company, the Majority Members Manager shall act as liquidator or may appoint one or more Members Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereofCompany; and (bd) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 Article IV by the end of the taxable year of the Company Taxable Year during which the liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 8.2 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and Contributions, a complete distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members Manager shall act as liquidator or may appoint one or more Members Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereofCompany; and (bd) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 Article IV by the end of the taxable year of the Company Taxable Year during which the liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 8.2 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and Contributions, a complete distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members Manager shall act as liquidator or may appoint one or more Members Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall pay, satisfy or discharge from Company funds funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent, conditional or unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) all of the debts, liabilities and obligations of the Company (including, without limitation, including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof); and (bc) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 Article IV by the end of the taxable year of the Company Taxable Year during which the liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 8.2 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and Contributions, a complete distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members Manager shall act as the liquidating trustee or may appoint one or more Members Persons as liquidatorthe liquidating trustee. The liquidators liquidating trustee shall proceed diligently to wind up the affairs of the Company and make final distributions Distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distributionDistribution, the liquidators liquidating trustee shall continue to operate the Company properties with all of the power and authority of the MembersManager. The Subject to the Delaware Act, the steps to be accomplished by the liquidators liquidating trustee are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidating trustee shall pay, satisfy or discharge from Company funds all of the debtsfunds, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereofthereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidating trustee may reasonably determine): first, all expenses incurred in liquidation of the Company; second, all of the debts, liabilities and obligations owed to creditors of the Company, other than Members; third, all of the debts and liabilities owed to Members; and (bc) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 Article IV by the end of the taxable year of the Company Taxable Year during which the final liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the final liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution Distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 8.2 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and Contributions, a complete distribution Distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members Board may appoint one or more Members or Managers as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidators are as follows: (a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and (b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members Manager shall act as the liquidating trustee or may appoint one or more Members Persons as liquidatorthe liquidating trustee. The liquidators liquidating trustee shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidating trustee shall continue to operate the Company properties with all of the power and authority of the MembersManager. The Subject to the Delaware Act, the steps to be accomplished by the liquidators liquidating trustee are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidating trustee shall pay, satisfy or discharge from Company funds all of the debtsfunds, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereofthereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidating trustee may reasonably determine): first, all expenses incurred in liquidation of the Company; second, all of the debts, liabilities and obligations owed to creditors of the Company, other than Members; third, all of the debts and liabilities owed to Members; and (bc) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 Article IV by the end of the taxable year of the Company Taxable Year during which the final liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the final liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 8.2 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and Contributions, a complete distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On Upon dissolution of the Company, the Majority Members may appoint one Managing Member or more such other or additional Member or Members as liquidatordesignated by the Managing Member shall act as liquidator(s). The liquidators liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator(s) shall continue to operate the Company properties with all of the power and authority of the Managing Member and Members, subject to the power of the Managing Member to remove and replace such liquidator(s). The steps to be accomplished by the liquidators liquidator(s) are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (b) The liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; andthereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator(s) may reasonably determine). (bc) all All remaining assets of the Company shall be distributed to the Members Holders in accordance with Section 3.5 5.2 hereof by the earlier of (i) the end of the taxable year of the Company during which the liquidation of the Company occurs and (or, if later, ii) 90 days after the date of the liquidation). All distributions The liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2any liquidation. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 11.2 constitutes a complete return to the such Member of its Capital Contributions Contribution and a complete distribution to the Member of its interest in the Company and all of the Company’s property property, and constitutes a compromise to which all Members have consented within the meaning of the Act. The distribution of cash and/or property to a Holder who is not a Member in accordance with the provisions of this Section 11.2 shall constitute a complete distribution to such Holder of its interest in the Company and all of the Company’s property and shall constitute a compromise to which all Holders have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows: (a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and (b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s 's property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members Manager shall act as liquidator or may appoint one or more Members Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; andCompany; (bd) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 ARTICLE IV by the end of the taxable year of the Company Taxable Year during which the liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 8.2 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Actproperty. To the extent that a Member returns funds to the Company, it such returning Member has no claim against any other Member for those funds; and (e) For the avoidance of doubt, holders of Class C-1 Units shall only share in distributions with respect to such Class C-1 Units under this Section 14.02 after the sum of aggregate prior distributions pursuant to this Section 14.02 with respect to Units that were outstanding immediately prior to the issuance of such Class C-1 Units equal the Threshold Amount determined with respect to that Class or series of Class C-1 Units adjusted for redemptions, if any, of Units outstanding immediately prior to the issuance of such Class C-1 Units.

Liquidation and Termination. On dissolution of the Company, the Majority Members Manager shall act as liquidator or may appoint one or more Members Persons as liquidatorliquidators. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersManager. The Subject to the Act, the steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall pay, satisfy or discharge from Company funds all of the debtsfunds, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereofthereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation of the Company; second, all of the debts, liabilities and obligations owed to creditors of the Company, other than Members; third, all of the debts and liabilities owed to Members; and (bc) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 Article IV by the end of the taxable year of the Company Taxable Year during which the liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 8.2 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and Contributions, a complete distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the .the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows: (a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and (b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members shall act as liquidator or may appoint one or more Members as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall pay, satisfy or discharge from Company funds all cause a proper accounting to be made by the Certified Public Accountants of the debtsCompany's assets, liabilities liabilities, and obligations operations through the last day of the Company (includingcalendar month in which the dissolution occurs or the final liquidation is completed, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; andas applicable; (b) all remaining assets Profit or Loss from the sale or distribution of Company property incurred upon or during liquidation and termination of the Company shall be distributed allocated among the Members as provided in Section 6 of this Agreement; and (c) the liquidator shall distribute the Company's assets in the following manner, subject to the Act: (i) First, to satisfy debts and obligations of the Company, including those owed to Members or their Affiliates; (ii) Second, to fund any reserves deemed appropriate by the Management Committee; and (iii) Third, to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (orpositive balance in their Capital Accounts, if laterafter giving effect to all contributions, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee and allocations for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2all periods. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 15.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company Membership Interest and all of the Company’s 's property and constitutes a compromise to which all Members have consented within the meaning of the Actconsented. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows: (a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and (b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costsCosts, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members Manager shall act as liquidator or may appoint one or more Members Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereofCompany; and (bd) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 Article IV by the end of the taxable year of the Company Taxable Year during which the liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 8.2 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Actproperty. To the extent that a Member returns funds to the Company, it such returning Member has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members Member may appoint itself (or if there be more than one Member, one or more Members Members) as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersMember. The steps to be accomplished by the liquidators are as follows: (a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and (b) all remaining assets of the Company shall be distributed to the Members Member in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members Member shall be made subject to the liability of each distributee such Member for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees Member pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have the Member has consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidatorliquidator shall be a Person selected by the Board. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company at the direction of the Board and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Company’s property and assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (b) The liquidator shall pay, satisfy or discharge from Company funds all of the debtsDebts (including Debts owing to the Member), liabilities and obligations of the Company (including, without limitation, including all expenses incurred in liquidation) or otherwise make adequate provision in accordance with the Act for payment and discharge thereof; andthereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). (bc) all All remaining property and assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs Member. (or, if later, 90 days after the date of the liquidation). d) All distributions in kind to the Members Member shall be made subject to the liability of each the distributee for costs, expenses expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses expenses, and liabilities shall be allocated to the distributees distributee pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete 10.2. (e) Any distribution to the Member in liquidation of its interest in the Company and all shall, subject to compliance with the Act, be made by the later of the Company’s property and constitutes a compromise to which all Members have consented within the meaning end of the Act. To taxable year in which the extent that a Member returns funds to liquidation occurs or 90 days after the Company, it has no claim against any other Member for those fundsdate of such liquidation.

Liquidation and Termination. On Upon dissolution of the Company, the Majority Members may appoint one or more Members Manager shall serve as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the ActLaw. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all assets subject to the provisions of the power and authority of the Membersthis Agreement. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) The liquidator shall pay, satisfy satisfy, or discharge from Company funds all of the debts, liabilities liabilities, and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereofthereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (bc) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 Member as follows: (i) the liquidator may sell any or all Company property; and (ii) the net proceeds of sale of Company property and all Company property that has not been sold shall be distributed to the Member; and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 ninety (90) days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 10.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its with respect to his Membership Interest and the Member’s interest in the Company and all of the Company’s property property, and constitutes a compromise to which all Members have the Member has consented within the meaning of Article 5.02(D) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members Board may appoint one or more Members or Managers as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidators are as follows: : (a) the a)the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and and (b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s 's property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.. 8.3

Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators are as follows: (a) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and (b) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members may holding a majority of the Common Units entitled to vote shall appoint one a Member or more Members to act as liquidatorliquidator(s). The liquidators liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions Distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until all final distributionDistributions are made, the liquidators liquidator(s) shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidators liquidator(s) are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by one of the four largest accounting firms in the United States of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator(s) shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereofthereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator(s) may reasonably determine); and (bd) all remaining assets of the Company shall be sold and the proceeds therefrom shall be distributed to the Members Holders in accordance with Section 3.5 5.1 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind Distributions to the Members Holders under this Section 13.2 shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of terminationin cash and/or securities, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution such Distribution of cash and/or property securities to a Member Holder in accordance with the provisions of this Section 8.2 constitutes 13.2 shall constitute a complete return to the Member Holder of its Capital Contributions and a complete distribution Distribution to the Member Holder of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member Holder returns funds to the Company, it has no claim against any other Member Holder for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members Manager shall act as liquidator or may appoint one or more Members Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company Company; and (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; and (bd) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 Article IV by the end of the taxable year of the Company Taxable Year during which the liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 8.2 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Actproperty. To the extent that a Member returns funds to the Company, it such returning Member has no claim against any other Member for those funds.. Section 14.03

Liquidation and Termination. On dissolution of the Company, the Majority Members Manager shall act as liquidator or may appoint one or more Members Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereofCompany; and (bd) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 ARTICLE IV by the end of the taxable year of the Company Taxable Year during which the liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 8.2 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act's property. To the extent that a Member returns funds to the Company, it such returning Member has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one Managing Member or more such other or additional Member or Members as liquidatordesignated by the Board shall act as liquidator(s). The liquidators liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator(s) shall continue to operate the Company properties with all of the power and authority of Managing Member and Members, subject to the Members. The steps to be accomplished by the liquidators are as follows:power of the (a) As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (b) The liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; andthereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). (bc) all All remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 5.2(a) hereof by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions The liquidator(s) shall cause only cash and securities to be distributed in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2any liquidation. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s 's property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members may appoint one Board or more such other or additional Member or Members as liquidatordesignated by the Board shall act as liquidator(s). The liquidators liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidators) shall continue to operate the Company properties with all of the power and authority of Board and Members, subject to the Memberspower of the Board to remove and replace such liquidators). The steps to be accomplished by the liquidators liquidators) are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (b) The liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; andthereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). (bc) all All remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions The liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2any liquidation. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 11.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the CompanyCompany the Board of Directors or a person chosen by the Board of Directors (in either case, the Majority Members may appoint one or more Members as "liquidator"). The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Membersby Resources. The steps to be accomplished by the liquidators liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (b) The liquidator shall pay, satisfy or discharge from Company funds all of the debtsdebts (including debts owing to any Member), liabilities and obligations of the Company (including, without limitation, including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; andthereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). (bc) To the extent that the Company has any assets remaining, the liquidator shall sell any or all Company property and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Members as provided in Section 6.2. (d) All remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 6.3. (e) Any distribution to the Members in liquidation of the Company shall be made by the later of the end of the taxable year of the Company during in which the liquidation of the Company occurs (or, if later, or 90 days after the date of such liquidation. For purposes of the preceding sentence, the term "liquidation" shall have the same meaning as set forth in Treasury Regulation Section 1.704-1(b)(2)(ii). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 11.2 constitutes a complete return to the Member of its Capital Contributions Contribution and a complete distribution to the Member of its interest in the Company Membership Interest and all of the Company’s 's property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. (f) If a sale of the Company is structured as a sale of Membership Interests (whether a direct sale, a merger, an exchange of interests, or other similar transaction), the amount of the aggregate purchase price to be allocated among the Members shall be determined in a manner consistent with the amounts that would have been distributed to the Members if the Company had been liquidated in accordance with this Section 11.2 and if the total liquidating distributions with respect to all Membership Interests had equaled the aggregate purchase price being paid for all the Membership Interests.

Liquidation and Termination. On dissolution of the Company, --------------------------- the Majority Members may appoint one Managing Member or more such other or additional Member or Members as liquidatordesignated by the Managing Member shall act as liquidator(s). The liquidators liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator(s) shall continue to operate the Company properties with all of the power and authority of Managing Member and Members, subject to the Memberspower of the Managing Member to remove and replace such liquidator(s). The steps to be accomplished by the liquidators liquidator(s) are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (b) The liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; andthereof (including, without limitation, the establishment of a cash fund for contin gent liabilities in such amount and for such term as the liquidator may reasonably determine). (bc) all All remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 5.2 hereof by the end of the ----------- taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Majority Members Manager shall act as liquidator or may appoint one or more Members Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the MembersManager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine) first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereofCompany; and (bd) all remaining assets of the Company shall be distributed to the Members in accordance with Section 3.5 Article IV by the end of the taxable year of the Company Taxable Year during which the liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.2. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 8.2 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and Contributions, a complete distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.