Common use of Winding Up Clause in Contracts

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 14.05, on 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through Property and shall cause the last day of the calendar month in which the dissolution occurs Property or the final liquidation is completedproceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), as applicable; to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (bi) first, to creditors (including Members and Directors who are creditors, to the Liquidators shall pay, satisfy or discharge from extent otherwise permitted by law) in satisfaction of all of the Company’s funds, or otherwise make adequate provision for payment Debts and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured other liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidationsother than liabilities for which reasonable provision for payment has been made; and (ii) second, all of the debtsexcept as provided in this Agreement, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments satisfaction of liabilities for distributions pursuant to the foregoing Section 14.02(b)Act; (iii) third, all remaining assets of the Company shall be distributed balance, if any, to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members Unit Holders in accordance with the provisions positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Section 14.02 Agreement, after giving effect to all contributions, distributions and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and allocations for all of the Company’s property and shall constitute 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 fundsperiods.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators Liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)Members, including all expenses incurred in connection with the liquidationsliquidation and winding up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments satisfaction of the Company’s debts, liabilities and obligations pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a4.01(a)(i) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager Board of Managers shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the ManagerBoard of Managers. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Directors (or its delegate), acting as the liquidator, shall wind up the business and administrative affairs of the Company, except that if the Board of Directors is unable to perform this function (or to designate an appropriate delegate to do so), a liquidator elected by Members holding a majority of the voting power (determined in accordance with Section 3.3(i) hereof) of the Units eligible to vote shall promptly wind up the business and administrative affairs of the Company. Net Profit and Net Loss during the period of winding up shall be allocated pursuant to Section 14.055.4 hereof. The proceeds from liquidation of the Company's assets shall be distributed in the following manner: (1) the debts of the Company, other than debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith and amounts, if any, owed to Affiliated Persons of the Company), up to and including the date that distribution of the Company's assets to the Members has been completed, shall first be satisfied (whether by payment or reasonable provision for payment thereof) on a pro rata basis; (2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a pro rata basis; and (3) to the Members or their legal representatives in accordance with the positive balances in their respective Capital Accounts as determined after taking into account all adjustments to Capital Accounts for all periods. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the Delaware Act, upon dissolution of the Company, the Manager shall act as liquidating trustee Board of Directors or other liquidator may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and distribute ratably in the Delaware Act. The costs of liquidation shall be borne as an expense kind any assets of the Company. Until final distribution; provided, the Liquidators shallhowever, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting that if any in-kind distribution is to be made by a recognized firm of certified public accountants (i) the assets distributed in kind shall be valued pursuant to Section 7.2 hereof as of the Company’s assetsactual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, liabilities and operations through (ii) any profit or loss attributable to property distributed in kind shall be included in the last day Net Profit or Net Loss for the Fiscal Period ending on the date 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); anddistribution. (c) following In determining "reasonable provisions" for the Company's obligations in connection with winding up the Company's affairs, the Board of Directors (or its delegate) shall use the duty of care set forth in Section 3.6 and shall not be personally liable to any payments pursuant to the foregoing Section 14.02(b), all remaining assets creditor of the Company or any other claimant as a result of any such determination provided that such duty of care is satisfied and shall be distributed entitled to the Members in accordance with indemnification provided by Section 4.01(a) by 3.7 and to the end proceeds of any insurance policy purchased for the benefit of the Taxable Year during which the liquidation Board of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsDirectors.

Winding Up. Subject If the Company is dissolved pursuant to Section 14.059.1, on dissolution the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below. (a) Upon the occurrence of an Event of Dissolution, sole and plenary authority to effectuate the liquidation of the CompanyCompany shall be vested in the Managing Member or a Person designated by the Managing Member (subject to the approval of the Board pursuant to Section 6.3 hereof) to effectuate the liquidation of the Company or if the Managing Member elects not to effectuate such liquidation and fails to designate a liquidator, such Person as is selected by the Manager shall act as Members (the Managing Member or any such liquidating trustee or may appoint one or more Persons who assumes such responsibility being referred to herein as liquidating trustee (each such Person, a the “LiquidatorLiquidating Trustee”). The Liquidators Liquidating Trustee shall proceed diligently to wind up the affairs of the Company, liquidate the assets of the Company in an orderly and businesslike manner consistent with obtaining the fair value thereof and distribute the assets of the Company in accordance with the provisions of Section 9.4 hereof. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Company and make final distributions the discharge of liabilities to creditors so as provided herein and in to enable the Delaware ActLiquidating Trustee to minimize the losses attendant upon such liquidation. The costs of liquidation All FHA-insured loans held by the Company shall be borne as transferred to an expense approved mortgagee or lender prior to dissolution of the Company. Until final distributionPrior to such distribution of the Company’s assets, the Liquidators shall, to the fullest extent permitted by applicable Law, Liquidating Trustee shall continue to operate exploit the rights, activities and properties of the Company consistent with the sale or liquidation thereof, exercising in connection therewith all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are Managing Member as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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;herein set forth. (b) In winding up the Liquidators affairs of the Company, the Liquidator shall payhave full right and unlimited discretion, satisfy in the name of and for and on behalf of the Company to: (i) Prosecute and defend civil, criminal or discharge from administrative suits; (ii) Collect Company assets, including obligations owed to the Company; (iii) Settle and close the Company’s fundsbusiness; (iv) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or otherwise make adequate provision sales of Company Property, having due regard for payment the activity and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all condition of the debts, liabilities relevant market and obligations of the Company owed to creditors general financial and economic conditions; (v) Pay all reasonable selling costs and other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all winding up out of the debtsproceeds of the disposition of Company Property; (vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities and or obligations of the Company; (vii) Distribute any remaining proceeds from the sale of Company owed Property to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); andMembers; (cviii) following Prepare, execute, acknowledge and file articles of dissolution under the Act and any payments pursuant other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the foregoing Section 14.02(b), all remaining winding up and termination of the Company; (ix) Upon the distribution of the assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 9.4 hereof, the Liquidating Trustee shall cause the Company’s accountants to make a full and Section 14.03 below shall constitute a complete return to proper accounting of the Members assets, liabilities and operations of the Company, as of and through the date on which such distribution occurs; and (x) Exercise, without further authorization or consent of any of the parties hereto or their Capital Contributionslegal representatives or successors in interest, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute a compromise powers conferred upon the Members under the terms of this Agreement to which all Members have consented within the meaning extent necessary or desirable in the good faith judgment of the Delaware ActLiquidating Trustee to perform its duties and functions. To The Liquidating Trustee (unless such Liquidating Trustee is the extent that a Managing Member returns funds to or an Affiliate thereof) shall, while acting in such capacity on behalf of the Company, it has no claim against any other Member for those fundsbe entitled to the indemnification rights set forth in Section 12.1 hereof.

Winding Up. Subject If the Company is dissolved and its affairs are to Section 14.05be wound up, on the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and members and no member shall take any action that is inconsistent with or not necessary or appropriate for winding up the Company's business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as the Company's property and assets have been distributed pursuant to this Agreement and the Certificate of Cancellation has been filed with the State of Delaware. The Board shall be responsible for overseeing the winding up and dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense take full account of the Company. Until final distribution's liabilities and property, shall cause the Liquidators shallproperty to be liquidated as promptly as is consistent with obtaining the fair value thereof (except to the extent the Board decides to distribute any assets to the members in kind), shall allocate any net profit and net loss resulting from such sales to the members as set forth in Article VI and shall cause the proceeds therefrom, to the fullest extent permitted by applicable Lawthereof, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by applied and distributed in the Liquidators are as followsfollowing order: (a1) as promptly as possible after dissolution First, to the payment and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm discharge of certified public accountants of all the Company’s 's debts and liabilities to creditors, including any loans advanced by the members and all costs related to the dissolution, winding up, and liquidation and distribution of 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; (b2) the Liquidators shall paySecond, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, to the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term reserves as the liquidators may reasonably determine) be determined by the following: first, all of Board to be necessary to provide for the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement)Company's contingent liabilities; and (c3) following any payments pursuant The balance, if any, to the foregoing Section 14.02(b)members, all remaining assets of the Company shall be distributed in proportion to the Members members' respective positive balances in accordance with Section 4.01(a) by their Capital Accounts, after giving effect to all contributions, distributions and allocations and adjustments for the end of the Taxable Year Company's taxable year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation)occurs. The distribution of cash and/or property Notwithstanding anything to the Members contrary contained herein, no member shall have an obligation to restore a negative balance in accordance with the provisions of this Section 14.02 its Capital Account (or a Deficit Capital Account) upon winding up and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all dissolution of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on (a) In the event of the dissolution of the CompanyCompany pursuant to Section 13.02, the Manager Company’s affairs shall act as be wound up by a liquidating trustee or may appoint one or more Persons as liquidating trustee of the Company selected by the Board (each in such Personcapacity, a the “LiquidatorLiquidating Agent”). The Liquidators , which Liquidating Agent shall proceed diligently be an individual who is knowledgeable about the Company’s business and operations (to wind up the affairs extent possible) and has substantial experience in the purchase and sale of businesses. (b) Upon dissolution of the Company and make final distributions until the filing of a certificate of cancellation as provided herein and in Section 18-203 of the Act, the Liquidating Agent may, in the Delaware Act. The costs of liquidation shall be borne as an expense of name of, and for and on behalf of, the Company. Until final distribution, the Liquidators shallprosecute and defend lawsuits, to the fullest extent permitted by applicable Lawwhether civil, continue to operate the properties of the Company with all of the power criminal or administrative, settle and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of close the Company’s assetsbusiness, liabilities dispose of 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 convey the Company’s funds, property or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of sell the Company (whether by payment and its Subsidiaries) as a going concern, discharge or the making of make reasonable provision for payment thereof)the Company’s liabilities, including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed distribute to the Members in accordance with Section 4.01(a) by the end 13.05 any remaining assets of the Taxable Year Company, all without affecting the liability of Members and without imposing any liability on any Liquidating Agent. (c) Except as otherwise provided in this Agreement, the Members shall continue to share distributions and allocations during which the period of liquidation in the same manner as before the dissolution. (d) A reasonable time period shall be allowed for the orderly winding up and liquidation of the Company occurs (or, if later, by ninety (90) days after the date assets of the Company and the discharge of liabilities to creditors so as to enable the Liquidating Agent to seek to minimize potential losses upon such liquidation). The distribution of cash and/or property Subject to the Members in accordance with the provisions of this Section 14.02 13.05 and Section 14.03 below 13.06, the Liquidating Agent shall constitute a complete return have reasonable discretion to determine the Members time, manner and terms of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all any sale or sales of the Company’s property pursuant to such liquidation. The provisions of this Agreement shall remain in full force and shall constitute effect during the period of winding up and until the filing of a compromise to which all Members have consented within the meaning certificate of cancellation of the Delaware Act. To Company with the extent that a Member returns funds to Secretary of State of the State of Delaware. (e) Upon the completion of the winding up of the Company, it has no claim against any the Liquidating Agent or other Member for those fundsduly designated representative shall file a certificate of cancellation of the Company with the Secretary of State of the State of Delaware as provided in Section 18203 of the Act.

Winding Up. (a) Subject to Section 14.0518-803(a) of the Act, on in the event of the dissolution of the Company pursuant to Section 10.2, the Company’s affairs shall be wound up by a liquidating agent of the Company selected by the Board of Directors (in such capacity, the “Liquidating Agent”), which Liquidating Agent shall be an individual who is knowledgeable about businesses similar to those of the Company and has substantial experience in the purchase and sale of businesses. The costs of winding up shall be borne by the Company. (b) Upon dissolution of the Company and until the filing of a certificate of cancellation as provided in Section 18-203 of the Act, the Liquidating Agent may, in the name of, and for and on behalf of, the Company, exercise reasonable discretion to (unless such discretion is otherwise limited by this Article X) prosecute and defend lawsuits, whether civil, criminal or administrative, settle and close the Manager Company’s business, dispose of and convey the Company’s property or sell any of the Company’s Subsidiaries, discharge or make reasonable provision for the Company’s liabilities, and distribute, subject to the terms of any Preferred Unit Designation, to the Members in accordance with Section 10.5 and without imposing any liability on the Liquidating Agent, all without affecting the liability of Members and without imposing any liability on the Liquidating Agent. (c) Except as otherwise provided in this Agreement, the Members shall act continue to share distributions and allocations during the period of liquidation in the same manner as liquidating trustee or may appoint one or more Persons before the dissolution. (d) A reasonable time period shall be allowed for the orderly winding up and liquidation of the assets of the Company and the discharge of liabilities to creditors so as liquidating trustee (each to enable the Liquidating Agent to seek to minimize potential losses upon such Personliquidation; provided, a “Liquidator”). The Liquidators however, that the Liquidating Agent 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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the Liquidators Liquidating Agent 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 provisions of this Agreement shall remain in full force and effect during the Liquidators shall pay, satisfy or discharge from period of winding up and until the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment filing of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all certificate of the debts, liabilities and obligations cancellation of the Company owed to creditors other than with the Members in satisfaction Secretary of State of the liabilities State of Delaware in accordance with clause (e) below. (e) Upon the completion of the winding up of the Company, any Director or the Liquidating Agent or other duly designated representative shall file a certificate of cancellation of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all Secretary of State of the debts, liabilities and obligations State of Delaware as provided in Section 18-203 of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all expenses incurred in connection with the liquidation; second, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidationsMembers; and secondthird, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05Upon the occurrence of a Dissolution Event, on dissolution the business of the CompanyCompany shall be wound up and shall, except to the Manager extent consistent with such winding up, cease. The Board of Directors shall act as liquidating trustee or may liquidator unless it elects to appoint one or more Persons other Persons, who may or may not be Members, to act as liquidating trustee (each such Person, a “Liquidator”)liquidator. The Liquidators liquidator shall proceed diligently to wind up the business and affairs of the Company and make final distributions may determine all matters in connection with the winding up of the Company, including any arrangements to be made with creditors, the amount or necessity of reserves to cover contingent or unforeseen liabilities, and whether, to what extent, for what consideration, and on what terms any or all of the assets of the Company are to be sold. The liquidator may in its discretion retain any obligations due to the Company and distribute (or apply in satisfaction of Company obligations) the proceeds thereof as provided herein and in the Delaware Actcollected. The costs and expenses of the winding up and liquidation of the Company shall be borne as an expense of by the Company. Until final distribution, the Liquidators liquidator shall continue to manage the Company’s affairs and, if the liquidator is a Person other than the Board of Directors, shall, to the fullest extent permitted by applicable Lawconsistent with the liquidator’s obligations, continue to operate the properties of the Company with have all of the power and authority of the ManagerBoard of Directors and be entitled to indemnification and advance payment of expenses in accordance with the provisions of this Agreement as if the liquidator were the Board of Directors. The steps liquidator shall give or cause to be accomplished given all notices to creditors required by applicable Law and, in addition to any reports otherwise required by this Agreement to be given to the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidationMembers, the 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 the Company’s funds, or otherwise make adequate provision for payment to be made and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed furnished to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to of the foregoing Section 14.02(b), date all remaining assets of the Company shall be are finally distributed to the Members or applied in accordance with Section 4.01(a) by the end payment of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsliabilities.

Winding Up. Subject (a) Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company’s business and affairs. The Managing Member (or, in the Manager shall act event that there is no remaining Managing Member or the Managing Member has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Members (the Managing Member or such other Person being referred to herein as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a the “Liquidator”). The Liquidators ) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through property, and the last day Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the Managing Member, include shares of stock in the calendar month Managing Member) shall be applied and distributed in which the dissolution occurs or the final liquidation is completed, as applicable;following order: (bi) First, to the Liquidators shall pay, satisfy or discharge from satisfaction of all of the Company’s funds, or otherwise make adequate provision for payment debts and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in Holders (whether by payment or the making of reasonable provision for payment thereof); (ii) Second, to the satisfaction of the liabilities all of the Company Company’s debts and liabilities to the Managing Member (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with including, but not limited to, amounts due as reimbursements under Section 7.4 hereof; (iii) Third, to the liquidations; and second, satisfaction of all of the debts, Company’s debts and liabilities and obligations of the Company owed to the Members other Holders (other than any payments whether by payment or distributions owed to such Members in their capacity as Members pursuant to this Agreementthe making of reasonable provision for payment thereof); and (civ) following any payments pursuant to the foregoing Section 14.02(b)Fourth, all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by their positive Capital Account balances, determined after taking into account all Capital Account adjustments for all prior periods and the end of the Taxable Year Company taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 13.2(a)(iv)). The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 13 other than reimbursement of its expenses as set forth in Section 7.4. (b) Notwithstanding the provisions of Section 13.2(a) hereof that require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company occurs (or, if later, by ninety (90including to those Holders as creditors) days after the date of the liquidation). The distribution of cash and/or property distribute to the Members Holders, in lieu of cash, as tenants in common and in accordance with the provisions of this Section 14.02 13.2(a) hereof, undivided interests in such Membership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and Section 14.03 below shall constitute a complete return be subject to such conditions relating to the Members disposition and management of their such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) If any Holder has a deficit balance in its Capital ContributionsAccount (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), except as otherwise agreed to by such Holder, such Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (d) In the sole and absolute discretion of the Managing Member or the Liquidator, a complete distribution pro rata portion of the distributions that would otherwise be made to the Members of their interest in Holders pursuant to this Article 13 may be: (i) distributed to a trust established for the Company and all benefit of the Company’s property Managing Member and shall constitute a compromise to which all Members have consented within the meaning Holders for the purpose of the Delaware Act. To the extent that a Member returns funds liquidating Company assets, collecting amounts owed to the Company, it has no claim against and paying any other contingent, conditional or unmantured liabilities or obligations of the Company or of the Managing Member arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the discretion of the Managing Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for those fundsCompany liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 13.2(a) hereof as soon as practicable. (e) The provisions of Section 7.8 hereof shall apply to any Liquidator appointed pursuant to this Article 13 as though the Liquidator were the Managing Member of the Company.

Winding Up. Subject Upon (i) the occurrence of a Liquidation Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidation Event (unless the Company is reconstituted pursuant to Section 14.0513.1(b)), on the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets (including by making demand for payment under and fully enforcing its rights (including, as applicable, rights of assignment) under and in respect of all Transaction Documents), and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with the winding up of the Company’s business and affairs; provided, however, that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 13.2 and the Certificate of Formation has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the winding up and dissolution of the Company, which winding up and dissolution shall be completed within (in the Manager shall act as liquidating trustee case of clause (i) above) ninety (90) days of the occurrence of the Liquidation Event or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)in the case of clause (ii) above) within ninety (90) days after the last day of the Reconstitution Period. The Liquidators Liquidator 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 an expense take full account of the Company. Until final distribution, ’s liabilities and Property and shall cause the Liquidators shallProperty or the proceeds from the sale or other realization thereof (including drawing on the Demand Notes and assigning all or any assignable rights under any Transaction Documents), to the fullest extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by applicable Lawlaw, continue to operate in the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsfollowing order: (a) as promptly as possible after dissolution and again after final liquidationfirst, the Liquidators shall cause a proper accounting to be made by a recognized firm creditors in satisfaction of certified public accountants all of the Company’s assets, debts and other 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by Section 18-804 of the Act), including all expenses incurred in connection with the liquidations; and ; (b) second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed Class A Limited Members, pro rata in proportion to such Members their Unrecovered Capital, in an amount equal to their capacity as Members pursuant to this Agreement); andUnrecovered Capital; (c) following any payments pursuant third, to the foregoing Section 14.02(b)Class A Limited Members with documented Breakage Costs, all remaining assets of the Company shall be distributed pro rata in proportion thereto, in an amount equal to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.documented Breakage Costs; and

Winding Up. Subject to Section 14.0513.5, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b13.2(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a4.1(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 13.2 and Section 14.03 13.3 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators Liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed distributed: (i) to the Series A Preferred Units an amount equal to the Liquidation Preference; and (ii) the balance to the Members in accordance with Section 4.01(a4.01(a)(ii) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject (a) Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company’s business and affairs. The Managing Member (or, in the Manager shall act event that there is no remaining Managing Member or the Managing Member has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Members (the Managing Member or such other Person being referred to herein as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a the “Liquidator”). The Liquidators ) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through property, and the last day Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the Managing Member, include shares of stock in the calendar month Managing Member) shall be applied and distributed in which the dissolution occurs or the final liquidation is completed, as applicable;following order: (bi) First, to the Liquidators shall pay, satisfy or discharge from satisfaction of all of the Company’s funds, or otherwise make adequate provision for payment debts and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in Holders (whether by payment or the making of reasonable provision for payment thereof); (ii) Second, to the satisfaction of the liabilities all of the Company Company’s debts and liabilities to the Managing Member (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with including, but not limited to, amounts due as reimbursements under Section 7.4 hereof; (iii) Third, to the liquidations; and second, satisfaction of all of the debts, Company’s debts and liabilities and obligations of the Company owed to the Members other Holders (other than any payments whether by payment or distributions owed to such Members in their capacity as Members pursuant to this Agreementthe making of reasonable provision for payment thereof); and (civ) following any payments pursuant to the foregoing Section 14.02(b)Fourth, all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by their positive Capital Account balances, determined after taking into account all Capital Account adjustments for all prior periods and the end of the Taxable Year Company taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 13.2(a)(iv)). The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 13 other than reimbursement of its expenses as set forth in Section 7.4. (b) Notwithstanding the provisions of Section 13.2(a) hereof that require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company occurs (or, if later, by ninety (90including to those Holders as creditors) days after the date of the liquidation). The distribution of cash and/or property distribute to the Members Holders, in lieu of cash, as tenants in common and in accordance with the provisions of this Section 14.02 13.2(a) hereof, undivided interests in such Membership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and Section 14.03 below shall constitute a complete return be subject to such conditions relating to the Members disposition and management of their such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) If any Holder has a deficit balance in its Capital ContributionsAccount (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), except as otherwise agreed to by such Holder, such Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (d) In the sole and absolute discretion of the Managing Member or the Liquidator, a complete distribution pro rata portion of the distributions that would otherwise be made to the Members of their interest in Holders pursuant to this Article 13 may be: (i) distributed to a trust established for the Company and all benefit of the Company’s property Managing Member and shall constitute a compromise to which all Members have consented within the meaning Holders for the purpose of the Delaware Act. To the extent that a Member returns funds liquidating Company assets, collecting amounts owed to the Company, it has no claim against and paying any other contingent, conditional or unmatured liabilities or obligations of the Company or of the Managing Member arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the discretion of the Managing Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for those fundsCompany liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 13.2(a) hereof as soon as practicable. (e) The provisions of Section 7.8 hereof shall apply to any Liquidator appointed pursuant to this Article 13 as though the Liquidator were the Managing Member of the Company.

Winding Up. Subject to Section 14.0513.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators Liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors of the Company other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)Members, including all expenses incurred in connection with the liquidationsliquidation and winding up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments satisfaction of the Company’s debts, liabilities and obligations pursuant to the foregoing Section 14.02(b13.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a4.01(a)(i) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 13.02 and Section 14.03 13.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager Board of Managers shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the ManagerBoard of Managers. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed distributed: (i) to the Members in accordance with Section 4.01(aSeries A Preferred Units an amount equal to the greater of (A) by the end Series A Preferred Applicable Percentage of the Taxable Year during which Series A Preferred Accrued Value per Series A Preferred Unit and (B) the liquidation amount that such Member would have been entitled to receive if all of such Member’s Series A Preferred Units were converted into Common Units in a Series A Preferred Conversion immediately prior to such liquidation, winding up or dissolution of the Company occurs (orregardless of whether the Series A Preferred Unit is then convertible pursuant to the terms hereof) (the “Series A Liquidation Value”); and (ii) the balance to the Members, if later, by ninety pro rata in proportion to their respective Common Units. (90d) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all expenses incurred in connection with the liquidation; second, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidationsMembers; and secondthird, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager (or in the event that there is no Manager or the Manager is in bankruptcy, any Person selected by the majority of Members) shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators Liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein in this Agreement and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators Liquidator shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. Notwithstanding the foregoing, the Company shall engage in no further business except as may be necessary to preserve the value of the Company’s assets during the period of dissolution and liquidation. 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 Liquidators Liquidator 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 Liquidator shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof of all debts, liabilities and obligations (including, without limitation, including the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators Liquidator may reasonably determine) the following: first, all expenses incurred in connection with the liquidation; second, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidationsMembers; and secondthird, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) and following any payments pursuant to the foregoing this Section 14.02(b), ; (c) all remaining assets of the Company shall be distributed to the Members Members, pro rata in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation)proportion to each Member’s Common Unit Percentage Interest. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on (a) In the event of the dissolution of the CompanyCompany pursuant to Section 12.02, the Manager Company’s affairs shall act as be wound up by a liquidating trustee or may appoint one or more Persons as liquidating trustee of the Company selected by the Board (each in such Personcapacity, a the “LiquidatorLiquidating Agent”). The Liquidators , which Liquidating Agent shall proceed diligently be an individual who is knowledgeable about the Company’s business and operations (to wind up the affairs extent possible) and has substantial experience in the purchase and sale of businesses. (b) Upon dissolution of the Company and make final distributions until the filing of a certificate of cancellation as provided herein and in Section 18-203 of the Act, the Liquidating Agent may, in the Delaware Act. The costs of liquidation shall be borne as an expense of name of, and for and on behalf of, the Company. Until final distribution, the Liquidators shallprosecute and defend lawsuits, to the fullest extent permitted by applicable Lawwhether civil, continue to operate the properties of the Company with all of the power criminal or administrative, settle and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of close the Company’s assetsbusiness, liabilities dispose of 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 convey the Company’s funds, property or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of sell the Company (whether by payment and its Subsidiaries) as a going concern, discharge or the making of make reasonable provision for payment thereof)the Company’s liabilities, including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed distribute to the Members in accordance with Section 4.01(a) by the end 12.05 any remaining assets of the Taxable Year Company, all without affecting the liability of Members and without imposing any liability on any Liquidating Agent. (c) Except as otherwise provided in this Agreement, the Members shall continue to share distributions and allocations during which the period of liquidation in the same manner as before the dissolution. (d) A reasonable time period shall be allowed for the orderly winding up and liquidation of the Company occurs (or, if later, by ninety (90) days after the date assets of the Company and the discharge of liabilities to creditors so as to enable the Liquidating Agent to seek to minimize potential losses upon such liquidation). The distribution of cash and/or property Subject to the Members in accordance with the provisions of this Section 14.02 12.05, the Liquidating Agent shall have reasonable discretion to determine the time, manner and Section 14.03 below shall constitute a complete return to the Members terms of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all any sale or sales of the Company’s property pursuant to such liquidation. The provisions of this Agreement shall remain in full force and shall constitute effect during the period of winding up and until the filing of a compromise to which all Members have consented within the meaning certificate of cancellation of the Delaware Act. To Company with the extent that a Member returns funds to Secretary of State of the State of Delaware. (e) Upon the completion of the winding up of the Company, it has no claim against any Director designated by the Comcast Members or the Liquidating Agent or other Member for those fundsduly designated representative shall file a certificate of cancellation of the Company with the Secretary of State of the State of Delaware as provided in Section 18-203 of the Act.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)Members, including all expenses incurred in connection with the liquidationsliquidation and winding up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments satisfaction of the Company's debts, liabilities and obligations pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject (a) Upon dissolution pursuant to Section 14.05, on dissolution of the Company12.3, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators Board of Directors shall proceed diligently as promptly as practicable to wind up the affairs of the Company and make final distributions as provided herein and in distribute the Delaware Act. The costs of liquidation shall be borne as an expense of assets thereof or appoint one or more liquidating trustees to do so; provided, that the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties assets of the Company with all of the power shall be liquidated in an orderly and authority of the Managerbusinesslike manner so as not to obtain less than fair market value therefor. The steps to appointment of any one or more liquidating trustees may be accomplished revoked, or a successor or additional liquidating trustee(s) may be appointed, by the Liquidators are as follows:Board of Directors. (ab) as promptly as possible after Upon dissolution and again after final liquidationpursuant to Section 12.3, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants all of the Company’s assets, liabilities and operations through or the last day proceeds therefrom, shall be distributed in the following order of priority: (i) first, to creditors of the calendar month Company, including any Member in which its capacity as creditor, to the dissolution occurs or the final liquidation is completedextent otherwise permitted by law, as applicable; (b) the Liquidators shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment in satisfaction of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed Company; (ii) second, to creditors other than the Members in satisfaction payment of the liabilities expenses of liquidation; (iii) third, to the Company (whether by payment setting up of any reserves that the Board of Directors or the making of reasonable provision for payment thereofliquidating trustee(s), including all expenses incurred in connection with as the liquidations; and secondcase may be, all of the debtsmay deem reasonably necessary for any contingent, liabilities conditional or unmatured claims and obligations of the Company owed Company; (iv) fourth, to the Members (other than any payments or distributions owed holding A Units, pro rata in proportion to such Members in their capacity relative Percentage Interests, an amount equal to the Unit A Accelerated Liquidation Amount as Members pursuant to this Agreement)of the date of the applicable distribution; and (v) fifth, to the Members, in accordance with the positive balances of their respective Capital Accounts and otherwise in compliance with Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2), after taking into account all adjustments to their Capital Accounts for all periods. (c) following any payments pursuant to At no time during the foregoing Section 14.02(b), all remaining assets term of the Company or upon dissolution or liquidation of the Company shall a Member with a deficit balance in its Capital Account have any obligation to the Company or to the other Members to restore such deficit balance, except as may be required by Applicable Law or in respect of any deficit balance resulting from a distribution made in contravention of this Agreement. (d) Upon compliance with the distribution plan set forth herein, the proper officers of the Company shall execute, acknowledge and cause to be filed with the Department of Assessments and Taxation of the State of Maryland Articles of Cancellation of the Company. Subject to the provisions of the Act, upon the filing of Articles of Cancellation, the Company’s existence shall terminate. (e) Notwithstanding the provisions of Section 8.5, for the taxable year or period during which the Company is dissolved (and the taxable year or period immediately preceding the taxable year of dissolution, if the event which gives rise to such dissolution of the Company under Section 12.3 occurs in such prior taxable year), Net Income or Net Loss (and, to the extent necessary, items of gross income, gain, loss and deduction), shall be allocated among the Members such that, to the maximum extent possible, each Member’s Capital Account balance immediately prior to the distribution in Section 12.4(b)(iv) equals the amount that would be distributed to the Members in accordance with such Member under Sections 12.4(b)(iv) and 12.4(b)(v) if distributions under Section 4.01(a12.4(b)(v) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members were instead made in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsMembers’ respective Percentage Interests.

Winding Up. Subject Except as otherwise provided in Section 14.2, upon the happening of a Liquidating Event, the Company shall conduct no business nor engage in any activity that is not necessary or appropriate to Section 14.05winding up its business and liquidating, on dissolution and shall proceed promptly to wind up its affairs in an orderly manner, to liquidate its assets, to satisfy the claims of its creditors and Partners, and to distribute its remaining assets to its Partners. The General Partner shall be responsible for supervising the winding up and liquidation and shall dispose of the Company, 's property as promptly as is consistent with obtaining its fair market value. In the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Persondiscretion of the General Partner, a “Liquidator”). The Liquidators shall proceed diligently to wind up the affairs pro rata portion of the amounts that otherwise would be distributed to the Partners or winding up may be (a) withheld to provide a reasonable reserve for unknown or contingent liabilities of the Company; or (b) distributed to a trust created for the benefit of the Partners for purposes of liquidating Company and make final distributions as provided herein and in assets, collecting amounts owed to the Delaware Act. The costs of liquidation shall be borne as an expense Company, or paying contingent or unknown liabilities of the Company. Until final distribution, the Liquidators shall, Any amounts so withheld or distributed to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company trust shall be distributed to the Members Partners from time to time as the General Partner deems it to be practicable in accordance with Section 4.01(athe same proportions such amounts would have been distributed to the Partners had they not been withheld or distributed to such a trust. Notwithstanding anything to the contrary in Article V, (i) by at the end of the Taxable Year during which day immediately prior to the liquidation date of any Distribution of the proceeds of the disposition of the Company occurs Property and the other assets of the Company pursuant to Section 14.3.2, the books of the Company shall close and the Company's items of income, gain, loss and deduction for the period ending on such day shall be allocated among the Partners in the manner provided in clause (orii) of this sentence and (ii) for any Liquidation Year, the Company's items of income, gain, loss and deduction shall be allocated among the Partners in a manner such that each Partner's Capital Account shall equal the amount such Partner would receive as a Distribution if laterall assets of the Company as of such day were sold for cash equal to the Carrying Value thereof for federal income tax purposes, and all Company liabilities were satisfied to the extent required by ninety their terms, and the net assets of the Company were distributed in full to the Partners pursuant to Sections 6.1.1 (90other than clause (b) days thereof) and 6.1.2, all as of such day, computed after the date of distributions pursuant to Section 6.1 have been made for the liquidation). The distribution of cash and/or property period ending on such day and taking into account any required reduction in a Distribution pursuant to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 funds6.3.

Winding Up. Subject to Section 14.05, on (a) In the event of the dissolution of the CompanyCompany pursuant to 9.2, the Manager Company’s affairs shall act as be wound up by a liquidating trustee or may appoint one or more Persons as liquidating trustee of the Company selected by the Board (each in such Personcapacity, a the “LiquidatorLiquidating Agent”). The Liquidators , which Liquidating Agent shall proceed diligently be a Person that does not have material commercial relationships with the Members and their respective Affiliates, knowledgeable about the Company’s business and operations (to wind up the affairs extent possible) and has substantial experience in the purchase and sale of businesses. (b) Upon dissolution of the Company and make final distributions until the filing of a certificate of cancellation as provided herein and in Section 18-203 of the Act, the Liquidating Agent may, in the Delaware Act. The costs of liquidation shall be borne as an expense of name of, and for and on behalf of, the Company. Until final distribution, the Liquidators shallprosecute and defend lawsuits, to the fullest extent permitted by applicable Lawwhether civil, continue to operate the properties of the Company with all of the power criminal or administrative, settle and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of close the Company’s assetsbusiness, liabilities dispose of 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 convey the Company’s funds, property or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of sell the Company (whether by payment and its Subsidiaries) as a going concern, discharge or the making of make reasonable provision for payment thereof)the Company’s liabilities, including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed distribute to the Members in accordance with Section 4.01(a) by the end 9.5 any remaining assets of the Taxable Year Company, all without affecting the liability of Members and without imposing any liability on any Liquidating Agent. (c) Except as otherwise provided in this Agreement (including 5.1(a)), the Members shall continue to share distributions and allocations during which the period of liquidation in the same manner as before the dissolution, including in accordance with 5.1. (d) A reasonable time period shall be allowed for the orderly winding up and liquidation of the Company occurs (or, if later, by ninety (90) days after the date assets of the Company and the discharge of liabilities to creditors so as to enable the Liquidating Agent to seek to minimize potential losses upon such liquidation). The distribution of cash and/or property Subject to the Members in accordance with the provisions of this Section 14.02 9.5, the Liquidating Agent shall have reasonable discretion to determine the time, manner and Section 14.03 below shall constitute a complete return to the Members terms of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all any sale or sales of the Company’s property pursuant to such liquidation. The provisions of this Agreement shall remain in full force and shall constitute effect during the period of winding up and until the filing of a compromise to which all Members have consented within the meaning certificate of cancellation of the Delaware Act. To Company with the extent that a Member returns funds to Secretary of State of the State of Delaware. (e) Upon the completion of the winding up of the Company, it has no claim against any the Liquidating Agent or other Member for those fundsduly designated representative shall file a certificate of cancellation of the Company with the Secretary of State of the State of Delaware as provided in Section 18-203 of the Act.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject (a) Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets (subject to the provisions of Section 14.059.3(b) below), on and satisfying the claims of its creditors and Members. No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. The Managing Member (the “Liquidator”) shall be responsible for overseeing the winding up and dissolution of the Company and shall take full account of the Company’s liabilities and assets and the Company assets shall be liquidated as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom shall be applied and distributed in accordance with ARTICLE V hereof. (b) Notwithstanding the provisions of Section 9.3(a) hereof which require liquidation of the assets of the Company, but subject to the Manager shall act as liquidating trustee order of priorities set forth in Section 5.2, if prior to or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up the affairs upon dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs Liquidator determines that an immediate sale of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with part or all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 assets would be impractical or would cause undue loss to 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitationMembers, the establishment Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed any assets except those necessary to creditors other than the Members in satisfaction of the satisfy liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to those Members as creditors) and/or distribute to the Members (other than any payments or distributions owed to such Members Members, in their capacity lieu of cash, as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members tenants in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members common and in accordance with the provisions of this Section 14.02 9.3(a) hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the reasonable and Section 14.03 below good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Members, and shall constitute a complete return be subject to such conditions relating to the Members disposition and management of their Capital Contributions, a complete distribution such assets as the Liquidator deems reasonable and equitable and to any agreements governing the Members operation of their interest such assets at such time. The Liquidator shall determine the fair market value of any asset distributed in kind using such reasonable method of valuation as it may adopt. (c) As part of the Company liquidation and all winding-up of the Company’s property , the Liquidator may sell Company assets solely on an “arm’s-length” basis, at the best price and on the best terms and conditions as the Liquidator in its reasonable and good faith judgment believes are reasonably available at the time. (d) The Managing Member shall constitute a compromise not receive any additional compensation for any services performed pursuant to which all Members have consented within the meaning this ARTICLE IX, but shall be reimbursed for any reasonable, documented, out-of-pocket expenses incurred on behalf 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.

Winding Up. Subject to Section 14.05, on In the event of the dissolution of the CompanyCompany pursuant to Section 12.1(a), the Manager Managers shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up the affairs Company’s affairs. (a) Upon dissolution of the Company and make final distributions until the filing of a certificate of cancellation as provided herein and in the Delaware Act. The costs of liquidation shall be borne , the Managers, in accordance with this Agreement, (or a liquidating trustee, as an expense of the case may be) shall, in the name of, and for and on behalf of, the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate act as such and shall make all decisions by Board Approval relating to the properties conduct of any business or operations during the winding up period and to the sale or other disposition of Company with all of the power Assets, including to prosecute and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution defend suits, whether civil, criminal or administrative, gradually settle and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of close the Company’s assetsbusiness, liabilities dispose of and operations through convey the last day of the calendar month in which the dissolution occurs Company Assets, discharge or the final liquidation is completed, as applicable; (b) the Liquidators shall pay, satisfy or discharge from make reasonable provision for the Company’s fundsliabilities, or otherwise make adequate provision for payment liquidate all Company Assets and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed distribute to the Members in accordance with Section 4.01(a) 12.3 any remaining cash of the Company, all without affecting the liability of Members and without imposing liability on any liquidating trustee. In addition to any other waivers included in this Agreement, each Member hereby waives any claims it may have against the Managers during any winding up that may arise out of the Managers’ management of the Company, so long as such Managers act in good faith and without gross negligence, recklessness or willful misconduct. Every reasonable effort shall be made by the end Managers in accordance with this Section 12.2 to dispose of the Taxable Year during which the liquidation assets of the Company occurs (or, if later, by ninety (90) within 90 days after dissolution. (b) Upon the date completion of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all winding up of the Company’s property and , the Managers acting with Board Approval or a liquidating trustee, as the case may be, as an authorized person shall constitute file a compromise to which all Members have consented within the meaning certificate of cancellation of the Certificate of Formation in the Office of the Secretary of State of the State of Delaware Act. To as provided in the extent that a Member returns funds to the Company, it has no claim against Act and any other Member for those fundssimilar certificates of cancellation or termination required to discontinue its status as a legal entity or its authorization to do business in the states in which it is qualified to do so. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager General Partner shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the ManagerGeneral Partner. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)Partners, including all expenses incurred in connection with the liquidationsliquidation and winding up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members Partners (other than any payments or distributions owed to such Members Partners in their capacity as Members Partners pursuant to this Agreement); and (c) following any payments satisfaction of the Company’s debts, liabilities and obligations pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members Partners in accordance with Section 4.01(a) and Section 4.01(d) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members Partners of their Capital Contributions, a complete distribution to the Members Partners of their interest in the Company and all of the Company’s property and shall constitute a compromise to which all Members Partners have consented within the meaning of the Delaware Act. To the extent that a Member Partner returns funds to the Company, it has no claim against any other Member Partner for those funds.

Winding Up. Subject Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs, provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 14.05, on 11.2 and the Certificate of Formation has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety days of the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)occurrence of the Dissolution Event. The Liquidators Liquidator 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 an expense take full account of the Company. Until final distribution, 's liabilities and Property and shall cause the Liquidators shallProperty or the proceeds from the sale thereof, to the fullest extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by applicable Lawlaw, continue to operate in the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsfollowing order: (a) as promptly as possible after dissolution First, to creditors (including Members and again after final liquidationCommittee Representatives who are creditors, to the Liquidators shall cause a proper accounting to be made extent otherwise permitted by a recognized firm law) in satisfaction of certified public accountants all of the Company’s assets, 's debts and other 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred other than liabilities for which reasonable provision for payment has been made; (b) Second, except as provided in connection with the liquidations; this Agreement, to Members and second, all of the debts, liabilities and obligations former Members of the Company owed to in satisfaction of liabilities for distribution under the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); andAct; (c) following any payments pursuant to the foregoing Section 14.02(b)The balance, all remaining assets of the Company shall be distributed if any, to the Members in accordance with Section 4.01(atheir positive Capital Account balances (after taking into account all adjustments thereto for contributions, distributions and allocations for the year of dissolution and all prior periods). (d) by Notwithstanding the end foregoing, in the event of a Dissolution Event, the holder(s) of the Taxable Year during which the liquidation NS Member's Membership Interests shall have a right to in-kind distribution of the Company occurs (or, if later, by ninety (90) days after Line upon payment of an amount equal to the date difference between the Fair Value of the liquidation). The distribution of cash and/or property Line and the amount the NS Member would otherwise be entitled to the after giving effect to Section 11.2(a) through Section 11.2(c) above. (e) Members in accordance with the provisions of or Committee Representatives may receive reasonable compensation for any services performed pursuant to this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 funds11.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 winding up the Company shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidationthe last sale of Company property, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators Liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)Members, including all expenses incurred in connection with the liquidationsliquidation and winding up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments satisfaction of the Company’s debts, liabilities and obligations pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation4.01(a)(i). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject Upon a termination election to dissolve the Company pursuant to Section 14.0515.01(a), on dissolution (b) or (c), or following a sale of assets pursuant to the Companyprocedures set forth in Section 15.04, the Manager Board shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up cause the affairs liquidation of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, pursuant to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsfollowing terms: (a) To the extent the Board determines that any of the assets of the Company shall be sold, such assets shall be sold as promptly as possible after dissolution possible, but in an orderly and again after final liquidation, the Liquidators shall cause a proper accounting businesslike manner so as not 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;involve undue sacrifice. (b) The Board shall cause the Liquidators Company to distribute cash and all remaining property of the Company to the Members in accordance with the following order of priority: (1) First, the Board shall pay, satisfy or discharge from Company funds any and all of the Company’s fundsdebts, liabilities and obligations of the Company (including any outstanding Discovery Payments or Hasbro Payments and, to the extent required to be paid as of such time, if any, Unrecouped Guarantees) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidators Board may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end 18-803 of the Taxable Year during which the liquidation Act and such other provisions of the Company occurs Act as may be applicable. (or2) Lastly, if later, by ninety the Board shall distribute any remaining cash and other property (90valued at its Fair Market Value) (1) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the positive balances of their respective Capital Accounts and (2) thereafter to the Members in accordance with their Percentage Interests. (c) The distribution of cash and property to a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 15.06(b) shall constitute a complete return to the Members such Member of their its Capital Contributions, Contributions and a complete distribution to the Members such Member of their interest in the Company its Membership Interest and all of the Company’s property and shall constitute a compromise to which all Members have consented within the meaning of the Delaware Actproperty. To the extent that a Member returns funds to the Company, it has such Member shall have no claim against any other Member for those funds. (d) In connection with a liquidation pursuant to this Section 15.06, the Members shall cooperate with each other and the liquidator in good faith to minimize adverse tax consequences to the Members.

Winding Up. Subject to Section 14.0513.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b13.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a5.01(a) by the end of the Taxable Tax Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 13.02 and Section 14.03 13.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject If the Company is dissolved pursuant to Section 14.0510.1(a), on dissolution it shall be wound up as soon as reasonably practicable thereafter in the manner set forth herein. The winding up of the Company, Company shall be carried out by the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee a Person selected by the Manager (each such Person, a the “Liquidator”). The Liquidators Manager or the Liquidator shall proceed diligently have full power and authority to sell, assign and encumber any or all of the Company's assets and to wind up and liquidate the affairs of the Company, and shall use commercially reasonable efforts to do so in an orderly and business-like manner. (a) As soon as the Manager or the Liquidator of the Company and make final distributions as provided herein and in reasonably determines to be practicable after the Delaware Act. The costs of liquidation shall be borne as an expense termination of the Company. Until final distribution, the Liquidators shall, Company's assets shall be reduced to cash and distributed in the following manner and order of priority to the fullest extent permitted by applicable Law, continue to operate : i. the properties Claims of all creditors of the Company with all of the power that are not Members shall be paid and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 applicabledischarged; (b) ii. the Liquidators shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment Claims of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations creditors of the Company owed to creditors other than the that are Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; shall be paid and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement)discharged; and (c) following any payments pursuant to iii. the foregoing Section 14.02(b), all remaining assets of the Company balance shall be distributed to the Members as follows: 1. First, 100% of the balance to Series A Members until each Series A Member has been distributed an amount equal to their accrued but undistributed Preferred Return and Additional Preferred Return; 2. Second, 100% of the balance to all Members, pari passu, in accordance with Section 4.01(atheir unreturned capital contributions until all unreturned capital contributions are reduced to zero; 3. Thereafter, 100% to the holders of Common Units. (b) The Manager or the Liquidator shall file a certificate of dissolution or such other documents as may be required by the end of Act or advisable to effect the Taxable Year during which the liquidation dissolution and termination of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsaffected jurisdictions.

Winding Up. Subject to Section 14.05, on Upon the dissolution of the Company, unless the Manager business of the Company is continued as provided in Section 13.1.2 of this Agreement, the Company shall act as continue solely for the purposes of winding up its affairs in an orderly manner, liquidating trustee its property, and satisfying the claims of its creditors and Members. No Director shall have the authority to take any action that is inconsistent with, or may appoint one not necessary to or more Persons as liquidating trustee (each such Personappropriate for, a “Liquidator”)the winding up of the Company’s business and affairs. The Liquidators Board of Directors (or, in the event there is no remaining Director, any Person elected by a Majority in Interest of the Members) shall proceed diligently to wind be responsible for overseeing the winding 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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through property. The Company property shall be liquidated as promptly as is consistent with obtaining the last day fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order: 13.2.1. First, to the payment and discharge 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 all of the Company’s funds, or otherwise make adequate provision for payment debts and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members; 13.2.2. Second, to the payment and discharge of all of the Company’s debts and liabilities to the Members; and 13.2.3. Thereafter, the balance, if any, to the Members in satisfaction proportion to their ownership of Units. In the discretion of the Board of Directors or other person in charge of winding up, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article 13 may be distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contested, contingent, or unforeseen liabilities or obligations of the Company (whether by payment arising out of or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining Company. The assets of the Company any such trust shall be distributed to the Members Members, from time to time, in accordance with Section 4.01(a) by the end reasonable discretion of the Taxable Year during which Board of Directors or other person in charge of winding up, in the liquidation of same proportions among the Members as such amount would have been distributed directly from the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property pursuant to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsAgreement.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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, to the fullest extent permitted by law, it has no claim against any other Member for those funds.

Winding Up. Subject to Section 14.05, on (a) In the event of the dissolution of the CompanyCompany pursuant to Section 13.02, the Manager Company’s affairs shall act as be wound up by a liquidating trustee or may appoint one or more Persons as liquidating trustee of the Company selected by the Board (each in such Personcapacity, a the “LiquidatorLiquidating Agent”). The Liquidators , which Liquidating Agent shall proceed diligently be an individual who is knowledgeable about the Company’s business and operations (to wind up the affairs extent possible) and has substantial experience in the purchase and sale of businesses. (b) Upon dissolution of the Company and make final distributions until the filing of a certificate of cancellation as provided herein and in Section 18-203 of the Act, the Liquidating Agent may, in the Delaware Act. The costs of liquidation shall be borne as an expense of name of, and for and on behalf of, the Company. Until final distribution, the Liquidators shallprosecute and defend lawsuits, to the fullest extent permitted by applicable Lawwhether civil, continue to operate the properties of the Company with all of the power criminal or administrative, settle and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of close the Company’s assetsbusiness, liabilities dispose of 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 convey the Company’s funds, property or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of sell the Company (whether by payment and its Subsidiaries) as a going concern, discharge or the making of make reasonable provision for payment thereof)the Company’s liabilities, including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed distribute to the Members in accordance with Section 4.01(a) by the end 13.05 any remaining assets of the Taxable Year Company, all without affecting the liability of Members and without imposing any liability on any Liquidating Agent. (c) Except as otherwise provided in this Agreement, the Members shall continue to share distributions and allocations during which the period of liquidation in the same manner as before the dissolution. (d) A reasonable time period shall be allowed for the orderly winding up and liquidation of the Company occurs (or, if later, by ninety (90) days after the date assets of the Company and the discharge of liabilities to creditors so as to enable the Liquidating Agent to seek to minimize potential losses upon such liquidation). The distribution of cash and/or property Subject to the Members in accordance with the provisions of this Section 14.02 13.05 and Section 14.03 below 13.06, the Liquidating Agent shall constitute a complete return have reasonable discretion to determine the Members time, manner and terms of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all any sale or sales of the Company’s property pursuant to such liquidation. The provisions of this Agreement shall remain in full force and shall constitute effect during the period of winding up and until the filing of a compromise to which all Members have consented within the meaning certificate of cancellation of the Delaware Act. To Company with the extent that a Member returns funds to Secretary of State of the State of Delaware. (e) Upon the completion of the winding up of the Company, it has no claim against any the Liquidating Agent or other Member for those fundsduly designated representative shall file a certificate of cancellation of the Company with the Secretary of State of the State of Delaware as provided in Section 18-203 of the Act.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with with Section 4.01(a4.01 (a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on dissolution of In the event that the Company is dissolved: (a) No further business shall be done in the Company, 's name except the Manager shall act completion of incomplete transactions and the taking of such action as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently be necessary 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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 affairs of the Liquidators Company shall pay, satisfy or discharge from be wound up in accordance with the following provisions: (i) A full and general accounting of the Company’s funds's financial affairs shall be prepared. (ii) The Company shall attempt to collect all of its accounts receivable. (iii) The Company shall pay or provide for all debts and liabilities to creditors of the Company, or otherwise make adequate provision for payment and discharge thereof including debts from advances by Members in order of priority as provided by law. (includingiv) If a Member shall have any obligation to the Company as of the effective date of the dissolution, without limitationsuch obligation shall promptly be paid to the Company. In lieu of such payment, the establishment of Company shall be entitled to offset any such obligation against any payment or distribution to be made to such Member hereunder. (v) If the Members deem it reasonably necessary, a cash fund reserve shall be set up for contingent, conditional and unmatured any contingent or unforeseen liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and or obligations of the Company owed arising out of or in connection with the Company's business. Such reserve shall be paid over to creditors other than an escrow agent selected by the Members for such period of time as the Members shall reasonably determine, to be held for the purpose of disbursing such reserve in satisfaction payment of any such contingencies. At the expiration of such period the balance of such funds shall be distributed in the manner provided in Section 12.02. A reasonable time as determined by the Members, not to exceed twelve (12) months, shall be allowed for the orderly winding up of affairs of the Company, including the liquidation or distribution of its assets and the discharge of its liabilities to creditors, so as to enable the Company to minimize any losses attendant upon such liquidation. Each Member shall be furnished with a statement setting forth the assets and liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all as of the debts, liabilities date of dissolution and obligations the manner in which the assets of the Company owed are to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); andbe distributed. (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining The assets of the Company shall be distributed applied in the following order: (i) to the payment of the debts and liabilities of the Company owing to creditors of the Company in the order of priority as provided by law; (ii) to the payment of the debts and liabilities of the Company owing to the Members other than with respect to their Capital Accounts, including amounts owing to Class B Financial Members pursuant to Section 6.01(a); (iii) to the payment of the amounts shown in the Capital Accounts of the Class A Financial Members. The surplus, if any, of the assets remaining shall be divided among the Members in the same proportion as that used in determining their share in the Net profit and Net Loss of the Company pursuant to Article VII. Any gains or losses on disposition of the Company's properties in the process of liquidation shall be credited or charged to the Members in accordance with Section 4.01(a) by the end of same proportion as that used in determining their share in the Taxable Year during which the liquidation net profits and net losses of the Company occurs pursuant to Article VII. (ord) In winding up the affairs of the Company, if laterthe Members may either sell the Company's assets and distribute the net proceeds therefrom, by ninety (90) days after the date payment of the liquidation). The distribution of cash and/or property Company's liabilities, or distribute the Company's assets to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundskind.

Winding Up. Subject to Section 14.05, on (a) Upon dissolution of the Company, the Manager Board shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up conclude the affairs of the Company Company. The Company’s assets may be liquidated and make final distributions as provided herein and distributed in cash, or, if the Board so determines, distributed in kind; provided, however, in the Delaware Act. The costs event of liquidation a Dissolution Event occurring prior to contribution by all of the General Members of their Additional Capital Contributions, at TER’s election, the Option and Pre-Formation Development Materials shall be borne as an expense of distributed in-kind to TER at the Company. Until final distribution, the Liquidators shall, same value ascribed thereto upon their initial contribution to the fullest Company by TER. To the extent permitted by applicable Law, continue to operate the properties any assets of the Company with all cannot either be sold without undue loss or readily divided for distribution in kind to the Members, the Company may, as determined by the Board, convey those assets to a trust or other suitable holding entity established for the benefit of the power Members in order to permit the assets to be sold without undue loss and authority the proceeds thereof distributed to the Members at a future date. The legal form of the Manager. The steps to holding entity, the identity of the trustee or, other fiduciary, and the terms of its governing instrument shall be accomplished determined by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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;Board. (b) Pursuant to the Liquidators shall paywinding-up of the Company, satisfy or discharge from the Company’s fundsassets shall first be applied to the payment of, or otherwise make adequate to a reserve for the payment of, Company liabilities (including cash needs loans and other debts to members and their Affiliates and further including such provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured contingent or unforeseen liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereofBoard deems appropriate), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company then shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days their respective positive Capital Accounts after the date allocations pursuant to Section 6 and after any distributions pursuant to Section 5 for the then-current Fiscal Year. If assets are distributed in kind, the assets so distributed shall be valued at their then-current fair-market values and the unrealized appreciation or depreciation in value of such assets shall be allocated to the liquidation). The distribution of cash and/or property Members’ respective Capital Accounts as if such assets had been sold, and such assets shall then be distributed to the Members in accordance with the provisions their respective positive Capital Accounts as so adjusted. (c) A taking of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all or substantially all of the Company’s property and assets in condemnation or by eminent domain shall constitute be treated in all respects as a compromise to which all Members have consented within the meaning sale of the Delaware Act. To Company’s assets upon the dissolution and liquidation of the Company pursuant to this Section 11 in such event any portion of the property and assets of the Company not so taken shall be sold and the proceeds, together with the condemnation award, distributed in the manner provided for in this Section 11. (d) The amount by which the fair market value of any property to be distributed in kind to the Members exceeds or is less than the basis of such property (determined without regard to any election under Section 754 of the Code) shall, to the extent that a Member returns funds not otherwise recognized to the Company, it has no claim against be taken into, account in computing gain or loss of the Company for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Members under this Section 11. (e) If, following the termination of the Company, any other Member asset of the Company is sold in a transaction in which, by reason of the provisions of Section 453 of the Code, gain is realized but not recognized, such realized gain shall be taken into account in computing gain of the Company for those fundsthe purposes of making allocations under Article 6 hereof and distributions of proceeds to the Members under Article 5 hereof.

Winding Up. Subject to Section 14.05A. Upon the occurrence of a Liquidating Event, on dissolution the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with the winding up of the Company’s business and affairs. The Managing Member (or, in the Manager shall act event that there is no remaining Managing Member or the Managing Member has dissolved, become bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Non-Managing Members (the Managing Member or such other Person being referred to herein as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a the “Liquidator”). The Liquidators ) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through property, and the last day Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the Managing Member, include shares of stock in CLNS) shall be applied and distributed in the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;following order: (b1) First, to the Liquidators shall pay, satisfy or discharge from satisfaction of all of the Company’s funds, or otherwise make adequate provision for payment debts and discharge thereof liabilities to creditors (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determineHolders) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c2) following Second, the balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. The Managing Member shall not receive any payments additional compensation for any services performed pursuant to this Article 13. B. Notwithstanding the foregoing provisions of Section 14.02(b), all remaining 13.2.A hereof that require liquidation of the assets of the Company shall be distributed Company, but subject to the Members in accordance with Section 4.01(a) by the end order of priorities set forth therein, if prior to or upon dissolution of the Taxable Year during which Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company occurs (or, if later, by ninety (90including to those Holders as creditors) days after the date of the liquidation). The distribution of cash and/or property distribute to the Members Holders, in lieu of cash, as tenants in common and in accordance with the provisions of this Section 14.02 13.2.A hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and Section 14.03 below shall constitute a complete return be subject to such conditions relating to the Members disposition and management of their Capital Contributions, a complete distribution such properties as the Liquidator deems reasonable and equitable and to any agreements governing the Members operation of their interest such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. C. In the event that the Company and all of the Company’s property and shall constitute a compromise to which all Members have consented is “liquidated,” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the Delaware Act. To Holders that have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article 13 may be: (1) distributed to a trust established for the benefit of the Managing Member returns funds and the Holders for the purpose of liquidating Company assets, collecting amounts owed to the Company, it has no claim against and paying any other contingent or unforeseen liabilities or obligations of the Company or of the Managing Member arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the Managing Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (2) withheld or escrowed to provide a reasonable reserve for those fundsCompany liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 13.2.A hereof as soon as practicable.

Winding Up. Subject to (a) On the occurrence of an event described in Section 14.05, on dissolution of the Company12.1, the Manager Management Committee shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)liquidator by vote of Majority Interest. The Liquidators liquidator 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 winding up shall be borne as an expense of the Companya Company expense. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, liquidator shall continue to operate the Company properties of the Company with all of the power and authority of the ManagerMembers. The steps to be accomplished by the Liquidators liquidator are as follows: (ai) as promptly as possible after dissolution and again after final liquidationwinding up, the Liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities liabilities, and operations through the last calendar day of the calendar month in which the dissolution occurs or the final liquidation winding up is completed, as applicable; (bii) the Liquidators liquidator shall pay, satisfy or discharge from Company funds all of the Company’s fundsindebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Sections 4.3 and 4.5) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (ciii) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(atheir Sharing Ratios. (b) by the end of the Taxable Year during which the liquidation All assets of the Company occurs shall be sold by the liquidator and may be sold to Members, and the net proceeds derived from any such sale shall be applied and distributed in the following order of priority: (ori) First, if later, by ninety (90) days after to the date payment of any debts and liabilities of the liquidation). Company; and (ii) Second, in the order and in the proportions set forth in Section 6.2. (c) The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute 12.3 constitutes a complete return to the Members Member of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.its Capital

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators Liquidators may reasonably determine) ), the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members on a pro rata basis in accordance with Section 4.01(a) each Member’s Percentage Interest by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation); provided, however, that the Company shall not make a distribution to any Member in respect of any Unvested Units. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on (a) Upon the dissolution of the Company, the Manager Company shall act continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members. No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's business and affairs; provided that, except as liquidating trustee otherwise expressly provided herein, all covenants contained in this Agreement and all obligations provided for in this Agreement shall continue until such time as all of the assets or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)the proceeds from the sale thereof have been distributed pursuant to this Section 9.2(a) and the Company has been terminated. The Liquidators Executive Committee or any Person elected by the Executive Committee (the Executive Committee or such other Person being referred to herein as the "Liquidator") shall proceed diligently to wind up be the affairs "liquidating trustee" of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense responsible for overseeing the winding up and dissolution of the Company and shall take full account of the Company. Until final distribution's liabilities and Property, and the Liquidators shallProperty shall be liquidated as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom shall be applied and distributed in the following order, subject to any different requirements of law: (i) first, to the fullest satisfaction of creditors of the Company, including Members who are creditors, to the extent permitted by applicable Lawlaw, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) the balance, if any to the Members in accordance with their respective Capital Accounts; provided that, until the end of the Restricted Period, any such distributions to be made to PDVSA V.I. shall be made to HOVIC until HOVIC has received payment in full of all amounts outstanding and unpaid under, first, the Note and, 37 44 second, the Contingency Amount Note, including all expenses incurred outstanding principal (including, in connection the case of the Note, all outstanding principal irrespective of whether such principal is then due and payable) and all accrued and unpaid interest up to and including the date of payment hereunder. For distribution and capital account purposes, any such payment shall be considered a Distribution to PDVSA V.I. followed by PDVSA V.I.'s payment of that amount to HOVIC in respect of, first, the Note or, second, the Contingency Amount Note, as appropriate. The Liquidator shall, as promptly as possible, present to the Members for approval a proposed plan of liquidation containing such detail concerning the disposition of the Property, anticipated revenues from such dispositions, Persons to be engaged to effect such dispositions, and other matters, as shall be reasonably requested. Any such plan of liquidation that is approved by the Liquidator and the Members is called the "Approved Plan of Liquidation." The Liquidator shall effect the liquidation of the Company substantially in accordance with the liquidations; and secondApproved Plan of Liquidation. (b) Notwithstanding the provisions of Section 9.2(a) which require liquidation of the Property, but subject to the order of priorities set forth therein, if prior to or following dissolution of the Company the Liquidator determines that an immediate sale of part or all of the debtsProperty would be impractical or would cause undue loss to the Members, the Liquidator may defer for a reasonable time the liquidation of any Property except as is necessary to satisfy liabilities and obligations of the Company owed (including to the Members (other than any payments or distributions owed to such Members in their capacity as creditors) and/or distribute to the Members in lieu of cash, as tenants in common and in accordance with the provisions of Section 9.2(a), undivided interests in such Property as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made subject to such conditions relating to the disposition and management of the Property as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such Property at such time. The Liquidator shall determine the Fair Market Value of any Property distributed in kind. (c) In the discretion of the Liquidator, a pro rata portion of the Distributions that would otherwise be made to the Members pursuant to this Agreement); and Article IX may be (ci) following distributed to a trust established for the benefit of the Members for the purposes of liquidating the Property, collecting amounts owed to the Company and paying any payments contingent, conditional or unmatured liabilities or obligations of the Company, and the assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Liquidator, in the same manner and priority as such assets would have been distributed by the Company to the Members pursuant to the foregoing Section 14.02(b9.2(a), all remaining assets or (ii) withheld or escrowed to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to collect the unrealized portion of any installment obligations owed to the Company Company; provided that such withheld or escrowed amounts shall be distributed to the Members in accordance with the manner and order of priority set forth in Section 4.01(a9.2(a) by as soon as practicable. (d) No value shall be attributed to the end firm name of the Taxable Company, or to the right of its use, or to the goodwill appertaining to the Company or its business, for any purposes under this Agreement. (e) All payments made in liquidation of the interest of a Member in the Company shall be made in exchange for the interest of such Member in Property pursuant to Section 736(b)(l) of the Code, including the interest of such Member in Company goodwill. (f) During the period commencing on the first day of the Fiscal Year during which a Dissolution Event occurs and ending on the liquidation date on which all of the assets of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property have been distributed to the Members in accordance with pursuant to Section 9.2 (the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to "Liquidation Period"), the Members shall continue to share Profits, Losses, gain, loss and other items of their Capital ContributionsCompany income, a complete distribution to the Members of their interest gain, loss or deduction in the Company and all of the Company’s property and shall constitute 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 fundsmanner provided in Article IV.

Winding Up. Subject If the Company is dissolved and its affairs are to Section 14.05be wound up, on the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and members and no member shall take any action that is inconsistent with or not necessary or appropriate for winding up the Company's business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as the Company's property and assets have been distributed pursuant to this Agreement and the Certificate of Cancellation has been filed with the State of Delaware. The Board shall be responsible for overseeing the winding up and dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense take full account of the Company. Until final distribution's liabilities and property, shall cause the Liquidators shallproperty to be liquidated as promptly as is consistent with obtaining the fair value thereof (except to the extent the Board decides to distribute any assets to the members in kind), shall allocate any net profit and net loss resulting from such sales to the members as set forth in Article VI and shall cause the proceeds therefrom, to the fullest extent permitted by applicable Lawthereof, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by applied and distributed in the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidationfollowing order: First, to the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (includingof all the Company's debts and liabilities to creditors, without limitationincluding any loans advanced by the members and all costs related to the dissolution, winding up, and liquidation and distribution of assets; Second, to the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term reserves as the liquidators may reasonably determine) be determined by the following: first, all of Board to be necessary to provide for the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidationsCompany's contingent liabilities; and secondThe balance, all of the debtsif any, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed members, in proportion to such Members the members' respective positive balances in their capacity as Members pursuant Capital Accounts, after giving effect to this Agreement); and (c) following any payments pursuant to all contributions, distributions and allocations and adjustments for the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year Company's taxable year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation)occurs. The distribution of cash and/or property Notwithstanding anything to the Members contrary contained herein, no member shall have an obligation to restore a negative balance in accordance with the provisions of this Section 14.02 its Capital Account (or a Deficit Capital Account) upon winding up and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all dissolution of the Company’s property and shall constitute 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.

Winding Up. Subject Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's Business and affairs; provided, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Company's property has been distributed pursuant to this Section 14.05, on 10.2 and the Certificate has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the winding up and dissolution of the Company, which winding up and dissolution shall be completed within one (1) year of the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)occurrence of the Dissolution Event. The Liquidators Liquidator 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 an expense take full account of the Company. Until final distribution, 's liabilities and property and shall cause the Liquidators shallproperty or the proceeds from the sale thereof, to the fullest extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by applicable Lawlaw, continue to operate in the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsfollowing order: (a) as promptly as possible after dissolution and again after final liquidationFirst, to creditors (including Members who are creditors, to the Liquidators shall cause a proper accounting to be made extent otherwise permitted by a recognized firm law) in satisfaction of certified public accountants all of the Company’s assets, 's debts and other 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (cb) following any payments pursuant The balance, if any, to the foregoing Section 14.02(b)Members, all remaining assets of the Company shall be distributed to the Members pro rata in accordance with Section 4.01(a) their Percentage Interests, by the end of the Taxable Year taxable year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or property If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all periods), such Member shall have no obligation to make any contribution to the Members in accordance capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the provisions of Company or to any other Person for any purpose whatsoever. No Member shall receive compensation for any services performed pursuant to this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 funds10.

Winding Up. Subject to Section 14.05, on Notwithstanding dissolution of the Company, the business affairs of the Company shall continue to be governed by this Agreement. Upon dissolution, the winding up of the affairs of the Company shall be subject to all rights of Members under this Agreement. The Managers upon dissolution shall appoint a liquidator of the assets of the Company and said liquidator may be a Member or a Manager. If the Managers cannot agree upon a liquidator, each Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, nominate a “Liquidator”)representative with knowledge and experience in the sale and marketing of assets of the type owned by the Company and the representatives so appointed shall select a liquidator to liquidate the assets of the Company. The Liquidators liquidator so appointed shall proceed diligently have the exclusive authority to wind perform the winding up of 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 an expense entitled to reasonable compensation for services rendered. Subject to the provisions of [STATE OF INCORPORATION] law, the liquidator shall proceed with the winding up of the affairs of the Company and the liquidation of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are 's assets as follows: a A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of debts and liabilities owed by the Company to creditors in order to minimize any losses resulting from liquidation; b Assets of the Company (a) as promptly as possible after dissolution and again after final liquidation, including proceeds from the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants sale of the Company’s 's assets) shall first be applied to the expenses of liquidation and, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completedthereafter, as applicable; (b) the Liquidators shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of to the debts, liabilities and claims on which the Company is obligated (other than any loans or advances that may have been made to the Company by a Member); c Remaining assets shall then be applied to repayment of any loans (but not capital contributions) made by a Member to the Company; d Any remaining assets shall be distributed to Members in accordance with their respective capital account balances, as adjusted if necessary pursuant to Section 7 above; e Prior to making any distribution, the liquidator may retain such amounts as the liquidator in his or her reasonable discretion deems necessary as a reserve for any contingent liabilities or obligations of the Company owed until such time as said contingent liabilities or obligations are satisfied and/or the Company is no longer obligated therefor. The liquidator shall be authorized to creditors other than the Members in satisfaction of the liabilities execute and file on behalf of the Company (whether by payment Articles of Dissolution and such other documents as may be necessary or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all appropriate upon termination of the debts, liabilities Company's existence. The liquidator is further authorized to publish notices and obligations otherwise notify claimants and/or creditors of the Company owed to of the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets dissolution of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsmanner provided by law.

Winding Up. Subject to Section 14.05, on Upon the dissolution of the Company, the Manager Company shall act as continue solely for the purposes of winding up its affairs in an orderly manner, liquidating trustee its assets, and satisfying the claims of its creditors and Members. No Member, Director, or may appoint one officer shall take any action on behalf of the Company that is inconsistent with, or more Persons as liquidating trustee (each such Personnot necessary to or appropriate for, a “Liquidator”)the winding up of the Company's business and affairs. The Liquidators Board of Directors (or, in the event there is no remaining Director, any person elected by Members holding a Majority of the Units entitled to vote thereon) shall proceed diligently to wind be responsible for overseeing the winding 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 an expense take full account of the Company's liabilities and property. Until final distributionThe Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the Liquidators shallproceeds therefrom, to the fullest extent permitted by applicable Lawsufficient therefor, continue shall be applied and distributed in the following order: first, to operate the properties payment and discharge of the Company with all of the power Company's debts and authority liabilities to creditors including creditors who are also Members; and thereafter, the balance, if any, to the Members in proportion to their ownership of the ManagerUnits or, if there is more than one class or series of Units, among the classes and series in a manner consistent with the relative preferences, designations, rights, privileges, powers, restrictions, limitations, and qualifications thereof and (within each such class or series) in proportion to their ownership of the Units of such class or series. The steps to be accomplished by In the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidationdiscretion of the Board of Directors or other person in charge of winding up, a pro rata portion of the Liquidators shall cause a proper accounting to distributions that would otherwise be made by to the Members pursuant to this Article 10.2 may be distributed to a recognized firm of certified public accountants trust established for the benefit of the Company’s Members for the purposes of liquidating Company 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 collecting amounts owed to the Company’s funds, and paying any contested, contingent, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured unforeseen liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and or obligations of the Company owed to creditors other than the Members in satisfaction arising out of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining Company. The assets of the Company any such trust shall be distributed to the Members Members, from time to time, in accordance with Section 4.01(a) by the end reasonable discretion of the Taxable Year during which Board of Directors or other person in charge of winding up, in the liquidation of same proportions among the Members as such amount would have been distributed directly from the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property pursuant to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsAgreement.

Winding Up. Subject (a) Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members. After the occurrence of a Liquidating Event, no Member shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company’s business and affairs. The REIT Managing Member and the Reliance Managing Member or, in the Manager shall act event that there is no remaining Managing Member or the Managing Members have both dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by Holders of a majority in interest of the remaining Members (a Managing Member or such other Person being referred to herein as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a the “Liquidator”). The Liquidators ) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through property, and the last day Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the REIT Managing Member, include shares of stock in the calendar month REIT Managing Member) shall be applied and distributed in which the dissolution occurs or the final liquidation is completed, as applicable;following order: (bi) First, to the Liquidators shall pay, satisfy or discharge from satisfaction of all of the Company’s funds, or otherwise make adequate provision for payment Debts and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in and their Assignees (whether by payment or the making of reasonable provision for payment thereof); (ii) Second, to the satisfaction of the liabilities all of the Company Company’s Debts and liabilities to the Managing Members (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with including, but not limited to, amounts due as reimbursements; (iii) Third, to the liquidations; and second, satisfaction of all of the debts, Company’s Debts and liabilities and obligations of the Company owed to the other Members and any Assignees (other than any payments whether by payment or distributions owed to such Members in their capacity as Members pursuant to this Agreementthe making of reasonable provision for payment thereof); and (civ) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (orThe balance, if laterany, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of Section 4.02 hereof. The Managing Members shall not receive any additional compensation for any services performed pursuant to this Article ‎X. (b) Notwithstanding the provisions of Section 14.02 and Section 14.03 below shall constitute a complete return ‎10.02(a) hereof that require liquidation of the assets of the Company, but subject to the Members order of their Capital Contributionspriorities set forth therein, a complete distribution if prior to the Members or upon dissolution of their interest in the Company and the Liquidator determines that an immediate sale of part or all of the Company’s property assets would be impractical or would cause undue loss to the Members, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including to those Members as creditors) and/or distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section ‎10.02(a) hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Members, and shall constitute a compromise be subject to which all Members have consented such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article ‎X to the Delaware Act. To Members and Assignees that have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs) (a “Capital Account Deficit”), such Member shall not be required to make any contribution to the capital of the Company with respect to such Capital Account Deficit and such Capital Account Deficit shall not be considered a debt owed to the Company or any other person for any purpose whatsoever. (d) Notwithstanding the foregoing, if the REIT Managing Member has a Capital Account Deficit, the REIT Managing Member shall contribute to the capital of the Company the amount necessary to restore such Capital Account Deficit balance to zero; and the second sentence of Section ‎10.02(c) shall not apply with respect to any other Member to the extent, but only to the extent, that such Member previously has agreed in writing, with the consent of the REIT Managing Member and the Reliance Managing Member, to undertake an express obligation to restore all or any portion of a deficit that may exist in its Capital Account upon a liquidation of the Company. Any contribution required of a Member returns funds under this Section ‎10.02(d) shall be made on or before the later of (i) the end of the Company Year in which the interest is liquidated or (ii) the ninetieth (90th) day following the date of such liquidation. (e) In the sole and absolute discretion of the REIT Managing Member and the Reliance Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article ‎X may be: (i) distributed to a trust established for the benefit of the Managing Members and the other Members for the purpose of liquidating Company assets, collecting amounts owed to the Company, it has no claim against and paying any contingent or unforeseen liabilities or obligations of the Company or of the Managing Members arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Managing Members and the other Members, from time to time, in the reasonable discretion of the Managing Members or the Liquidator, in the same proportions and amounts as would otherwise have been distributed to the REIT Managing Member and the Reliance Managing Member and the other Members pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for those fundsCompany liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided, that such withheld or escrowed amounts shall be distributed to the Managing Members and other Members in the manner and order of priority set forth in Section ‎10.02(a) hereof as soon as practicable.

Winding Up. Subject As outlined in the Tax Protocol, upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company's business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)Company Property has been distributed pursuant to this Section 14.5 and the Company's Certificate has been canceled in accordance with the Act. The Liquidators shall proceed diligently to wind up All of the business and affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with liquidated and wound up and all of the power and authority of the Manager. The steps to its assets shall be accomplished distributed by the Liquidators are liquidating trustee as follows: (a) as promptly as possible after dissolution and again after final liquidationFirst, to the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations creditors of the Company owed to creditors (other than the Members who are creditors) in satisfaction of the debts and liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); (b) Second, including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations to Members that are creditors of the Company owed to in satisfaction of the Members debts and liabilities of the Company (other than any payments whether by payment or distributions owed to such Members in their capacity as Members pursuant to this Agreementthe making of reasonable provision for payment thereof); and (c) following any At ACOA's option, the Capital Accounts of WMC-D and WMC-F may be liquidated in cash. If ACOA so elects, ACOA may make an additional cash Capital Contribution upon liquidation sufficient so that, if such funds are distributed to WMC-D and WMC-F, their aggregate Capital Account balances will be reduced to zero. Cash payments shall be made to the extent necessary to ensure that WMC-D and WMC-F receive their aggregate Percentage Interest of the total value of all assets distributed upon liquidation as determined in accordance with Section 14.4 above. For convenience, such additional Capital Contribution and distributions may, at ACOA's election, be effected by direct payments from ACOA to WMC-F and WMC-D. The provisions of this Section 14.5(c) shall be applied only after giving full effect to all distributions pursuant to Sections 5.1 and 7.1 of the foregoing Section 14.02(b), all Tax Protocol. (d) All remaining assets of the Company shall be distributed in kind to the those Members that contributed such in-kind assets in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property proportion to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their respective Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsAccount balances.

Winding Up. Subject (a) Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Shareholders, and neither the Board of Directors nor the Shareholders shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided, however, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Shareholders until such time as the Property has been distributed pursuant to this Section 14.05, on 11.02 and the Certificate has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the Manager shall act occurrence of the Dissolution Event or applicable judicial determination, as liquidating trustee or the case may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)be. The Liquidators Liquidator 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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through Property and shall cause the last day of the calendar month in which the dissolution occurs Property or the final liquidation is completedproceeds from the sale thereof, as applicable;to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (bi) the Liquidators shall payfirst, satisfy or discharge from to the Company’s fundscreditors (including to the extent otherwise permitted by law, any Shareholders, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment Directors who are creditors) in satisfaction of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, Company’s liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; other than liabilities for which reasonable provision for payment has been made and second, all liabilities for distributions to Shareholders under Section 18-601 or 18-604 of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement)Act; and (cii) following any payments pursuant to the foregoing Section 14.02(b)thereafter, all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members Shareholders in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members terms of their Capital Contributions, a complete distribution to the Members of their interest respective Shares and in the Company and all absence of any such terms pro rata in accordance with the number of Shares owned by each Shareholder. (b) None of the Company’s property and Directors or the Shareholders shall constitute a compromise receive additional compensation for any services performed pursuant 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 fundsthis Article XI.

Winding Up. Subject Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and thereafter Members, and no Member shall take any action with respect to the Company that is inconsistent with the winding up of the Company’s business and affairs; provided that all covenants contained in this LLC Agreement and obligations provided for in this LLC Agreement shall continue to be fully binding upon the Members until such time as Company Property has been distributed pursuant to this Section 14.05, on 12.2 and the Certificate of Formation has been canceled pursuant to the LLC Act. The Liquidator shall be responsible for overseeing the winding up and dissolution of the Company. On the occurrence of a Liquidating Event, the Manager Gross Asset Values of all of the Company’s assets shall act be adjusted to equal their respective ▇▇▇▇-to Market Values as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Personof the ▇▇▇▇-to-Market Measurement Date and any Net Income, a “Liquidator”). The Liquidators shall proceed diligently to wind up the affairs Gross Income, Net Losses and other items of income, loss, deduction, gain and credit of the Company and make final distributions shall be allocated among the Members as provided herein and of such ▇▇▇▇-to-Market Measurement Date in the Delaware Actaccordance with Article IV. The costs of liquidation Liquidator shall be borne as an expense take full account of the Company. Until final distribution’s liabilities and Company Property and, except as otherwise provided in Section 12.3, shall, within 75 days of the Liquidators shalloccurrence of a Liquidating Event or, in the event that the certification by the Company Accountants required by Section 8.2(d) has not been delivered by such 75th day as soon as practicable after delivery of such accountant’s certification but in any event within 90 days of such Liquidating Event, cause Company Property or the proceeds from the sale or disposition thereof (as determined pursuant to Section 12.9), to the fullest extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by applicable LawApplicable Law and notwithstanding anything in this LLC Agreement to the contrary, continue to operate in the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows:following order (without duplication): (a) as promptly as possible after dissolution and again after final liquidationFirst, to creditors of the Liquidators shall cause Company (including any Class A Member to the extent such Class A Member is a proper accounting to be made by a recognized firm creditor), in satisfaction of certified public accountants all of the Company’s assets, debts and liabilities and operations through the last day of the calendar month in which the dissolution occurs (whether by payment or the final liquidation is completed, as applicablemaking provision for payment thereof); (b) the Liquidators shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitationSecond, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed balance to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.Article V.

Winding Up. Subject (a) Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members. Neither the Board of Managers nor any Member shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on the winding up ofdie Company’ s business and affairs. A Person elected by the Board of Managers shall be responsible for overseeing the winding up and dissolution of the Company and shall take full account of the Company’s liabilities and the Property ofthe Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient, shall be applied and distributed, subject to any reasonable reserves maintained for contingent or other obligations of the Company, in the Manager order set forth in Section 11.2(b). (b) In the final Fiscal Year ofthe Company or upon the occurrence of a Liquidating Event, Profits and Losses shall act as be credited or charged to the Capital Accounts of the Members (which Capital Accounts shall first be adjusted to take into account all allocations and non-liquidating trustee or may appoint one or more Persons as liquidating trustee (each distributions made during such Person, a “Liquidator”final year in accordance with Articles 4 and 5). The Liquidators If the fair market value ofthe assets ofthe Company to be distributed in kind (as determined by the Board of Managers) exceeds (“book gain”) or is less than (“book loss”) the Company’s Gross Asset Value for such assets, such book gain or book loss shall proceed diligently to wind up be taken into account in computing Profits and Losses and in allocating Profits and Losses ofthe Company in the affairs manner provided in Article 4. Thereupon, all of the Company and make final distributions assets of the Company, or the proceeds therefrom, shall be distributed or used as provided herein follows and in the Delaware Act. The costs following order of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shallpriority, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (ai) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all to pay or provide for the discharge of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property debts and shall constitute a compromise liabilities to which all creditors, including Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds who are creditors; (ii) second, to the CompanySeries A Preferred Members, it has with respect to each $eries A Preferred Unit, an amount equal to the Series A Preference Amount; subject to the rights ofthe Series A Preferred Members to convert the Series A Preferred Units into Converted Common Units immediately prior thereto; provided, however, that if no claim against any other Member for those fundsSeries A Preferred Units shall be outstanding, this Section 11.2(b)(ii) shall riot apply; arid (iii) third, to the Common Members in accordance with their relative Percentage Interests.

Winding Up. Subject Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company's Business and affairs; provided, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Company's property has been distributed pursuant to this Section 14.05, on 10.2 and the Certificate has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the winding up and dissolution of the Company, which winding up and dissolution shall be completed within one (1) year of the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)occurrence of the Dissolution Event. The Liquidators Liquidator 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 an expense take full account of the Company. Until final distribution, 's liabilities and property and shall cause the Liquidators shallproperty or the proceeds from the sale thereof, to the fullest extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by applicable Lawlaw, continue to operate in the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsfollowing order: (a) as promptly as possible after dissolution and again after final liquidationFirst, to creditors (including Members who are creditors, to the Liquidators shall cause a proper accounting to be made extent otherwise permitted by a recognized firm law) in satisfaction of certified public accountants all of the Company’s assets, 's debts and other 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (cb) following any payments pursuant to the foregoing Section 14.02(b)The balance, all remaining assets of the Company shall be distributed if any, to the Members in accordance with Section 4.01(a) 4.1 hereof, by the end of the Taxable Year taxable year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The Except as provided in the next sentence, if any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all periods), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. Notwithstanding the foregoing, in connection with the liquidation of the Company, and prior to the application and distribution of cash and/or property Company assets pursuant to clauses (a) and (b) above, each Member shall contribute to the Company an amount equal to any portion of its Required Capital Contributions that has not previously been contributed (or deemed contributed), including interest thereon to the extent required by Section 2.3(d); provided, however, that notwithstanding anything to the contrary set forth in Section 2.3(a) hereof, but subject to Section 2.3(d), the amount, if any, required to be contributed by the Members pursuant to Section 2.3(a) at the time of any such liquidation of the Company shall be contributed as follows: (i) first, pro rata in accordance with the provisions Members' respective Shortfall Percentages, until the Members have contributed an amount pursuant to this clause (i) equal to the Senior Loan Shortfall Amount, if any, at the time of such liquidation; (ii) second, 100 percent by BH Finance, until all contributions made under Section 2.3(a) (including contributions paid or deemed paid under Section 2.3(d), other than any interest component thereof) or clause (i) or (ii) hereof during the life of the Company have been made 90 percent by BH Finance and 10 percent by WMAC; and (iii) thereafter, pro rata in accordance with the Members' respective Debt Percentages. No Member shall receive additional compensation for any services performed pursuant to this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 funds10.

Winding Up. Subject (a) Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members. After the occurrence of a Liquidating Event, no Member shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on the winding up of the Company's business and affairs. SSCI (or, in the event that SSCI has withdrawn resulting in the dissolution of the CompanyCompany pursuant to Section 12.1(a), any Person elected by a Majority in Interest of the Manager Remaining Members (SSCI or such other Person being referred to herein as the "Liquidator")) shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense take full account of the Company. Until final distribution's liabilities and property, and the Liquidators shallCompany property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order: (i) First, to the fullest extent permitted by applicable Law, continue to operate the properties satisfaction of the Company with all of the power Company's debts and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in and their Assignees (whether by payment or the making of reasonable provision for payment thereof); (ii) Second, to the satisfaction of the liabilities all of the Company Company's debts and obligations to any Member and any Assignees incurred in accordance with this Agreement (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with pro rata based upon the liquidations; and second, all amount of the debts, debts and liabilities and obligations of the Company owed owing to the Members (other than any payments respective Member or distributions owed to such Members in their capacity as Members pursuant to this Agreement)Assignee; and (ciii) following any payments pursuant The balance, if any, to the foregoing Members and any Assignees in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. (b) Notwithstanding the provisions of Section 14.02(b), all remaining 12.2(a) hereof that require liquidation of the assets of the Company shall be distributed Company, but subject to the Members in accordance with Section 4.01(a) by the end order of priorities set forth therein, if prior to or upon dissolution of the Taxable Year during which Company the Liquidator determines that an immediate sale of part or all of the Company's assets would be impractical or would cause undue loss to the Members, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company occurs (or, if later, by ninety (90including to those Members as creditors) days after the date of the liquidation). The distribution of cash and/or property distribute to the Members Members, in lieu of cash, as tenants in common and in accordance with the provisions of this Section 14.02 12.2(a) hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Members, and Section 14.03 below shall constitute a complete return be subject to such conditions relating to the Members disposition and management of their Capital Contributions, a complete distribution such properties as the Liquidator deems reasonable and equitable and to any agreements governing the Members operation of their interest such properties at such time. The Liquidator shall determine the fair market value of any property distributed in the Company and all kind using such reasonable method of the Company’s property and shall constitute 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, valuation as it has no claim against any other Member for those fundsmay adopt.

Winding Up. Subject to Section 14.05If the LLC is dissolved for any reason, on dissolution the LLC’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below. (i) The winding up of the Company, LLC’s affairs shall be supervised by a liquidator (the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”), which shall be deemed to be a “liquidating trustee” within the meaning of the Act. The Liquidators Liquidator shall proceed diligently be the manager or such other Person(s) as are unanimous approved by the Members. (ii) Subject to wind Section 18-804 of the Act, in winding up the affairs of the Company LLC, the Liquidator shall have full right and make final distributions as provided herein and unlimited discretion, in the Delaware Act. The costs name of liquidation shall be borne as an expense and for and on behalf of the Company. Until final distributionLLC, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsto: (a) as promptly as possible after dissolution Prosecute and again after final liquidationdefend civil, the 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 criminal or the final liquidation is completed, as applicableadministrative suits; (b) Collect the Liquidators shall payLLC’s assets, satisfy including obligations owed to the LLC; (c) Settle and close the LLC’s business; (d) Dispose of and convey all LLC Property for cash, and in connection therewith to determine the time, manner and terms of any sale or discharge from sales of LLC Property, having due regard for the Company’s funds, or otherwise make adequate provision for payment activity and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all condition of the debts, liabilities relevant market and obligations of the Company owed to creditors general financial and economic conditions; (e) Pay all reasonable selling costs and other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidationswinding up out of the proceeds of the disposition of LLC Property; (f) Discharge the LLC’s known liabilities, including payment of debts due Members and their Affiliates without priority or preference among them in proportion to the respective amounts due and, if necessary, to set up, for a period not to exceed ten (10) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the LLC; (g) Distribute any remaining proceeds from the sale of LLC Property to the Members as provided in Section 9.b.; (h) Prepare, execute, acknowledge and file a certificate of cancellation under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the LLC; and secondand (i) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the debts, liabilities and obligations powers of the Company owed Members under the terms of this Agreement to the Members (other than any payments extent necessary or distributions owed to such Members desirable in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets good faith judgment of the Company shall be distributed Liquidator to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 perform its duties and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsfunctions.

Winding Up. Subject Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on the winding up of the Partnership's business and affairs. The General Partner (or, in the event there are no General Partner, the Limited Partner or any Person elected by the Limited Partner (the "Liquidator")) shall be responsible for overseeing the winding up and dissolution of the Company, the Manager Partnership and shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up the affairs take full account of the Company Partnership's liabilities, and make final distributions as provided herein and in the Delaware Act. The costs of liquidation Property shall be borne liquidated as an expense of promptly as is consistent with obtaining the Company. Until final distributionfair value thereof, and the Liquidators shallproceeds therefrom, to the fullest extent permitted by applicable Lawsufficient, continue to operate shall be applied and distributed in the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsfollowing order: (a) as promptly as possible after dissolution First, to the payment and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm discharge of certified public accountants all of the Company’s assetsPartnership's debts and liabilities to creditors, liabilities and operations through other than Partners, in the last day order of the calendar month in which the dissolution occurs or the final liquidation is completed, priority as applicableprovided by law; (b) the Liquidators shall paySecond, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, to the establishment of a cash fund reserves in amounts established by the Liquidator to provide for contingentcontingent liability, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); andif any; (c) following any payments pursuant Third, to the foregoing Section 14.02(b), payment and discharge of all remaining assets of the Company shall be distributed Partnership's debts and liabilities to Partners; (d) Fourth, the balance, if any, to the Members General Partner and Limited Partner in accordance with Section 4.01(a) by their respective Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods, including the end period in which such distribution occurs. Within a reasonable time following the completion of the Taxable Year during which the liquidation of the Company occurs Property (orbut not longer than 90 days), if later, by ninety (90) days after the Liquidator shall furnish to all of the Partners a statement which shall set forth the assets and liabilities of the Partnership as of the date of complete liquidation and the liquidation)portion of distributions to which each Partner is entitled. The No Partner shall have any right to demand or receive property other than cash upon dissolution and liquidation of the Property or to demand the return of its Capital Contributions from the Partnership. Upon completion of the liquidation of the Partnership and the distribution of cash and/or property all Partnership funds, the Partnership shall terminate, and the Liquidator shall have the authority to execute and record documents required to effectuate the Members in accordance with the provisions of this Section 14.02 dissolution and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all termination of the Company’s property and shall constitute 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 fundsPartnership.

Winding Up. Subject Upon (i) the occurrence of a Liquidation Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidation Event (unless the Company is reconstituted pursuant to Section 14.0513.1(b)), on the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with the winding up of the Company’s business and affairs; provided, however, that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 13.2 and the Certificate of Formation has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the Manager shall act as liquidating trustee or occurrence of the Liquidation Event and within ninety (90) days after the last day on which the Company may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”be reconstituted pursuant to Section 13.1(b). The Liquidators Liquidator 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 an expense take full account of the Company. Until final distribution, ’s liabilities and Property and shall cause the Liquidators shallProperty or the proceeds from the sale or other realization thereof (including drawing on the Demand Notes), to the fullest extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by applicable Lawlaw, continue to operate in the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsfollowing order: (a) as promptly as possible after dissolution and again after final liquidationfirst, the Liquidators shall cause a proper accounting to be made by a recognized firm creditors in satisfaction of certified public accountants all of the Company’s assets, debts and other 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by Section 18-804 of the Act), including all expenses incurred in connection with the liquidations; and ; (b) second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed Class A Limited Members, pro rata in proportion to such Members their Unrecovered Capital, in an amount equal to their capacity as Members pursuant to this Agreement); andUnrecovered Capital; (c) following any payments pursuant third, to the foregoing Section 14.02(b)Class A Limited Members with documented Breakage Costs, all remaining assets of the Company shall be distributed pro rata in proportion thereto, in an amount equal to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.documented Breakage Costs; and

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager (or in the event that there is no Manager or the Manager is in bankruptcy, any Person selected by the majority of Members) shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators Liquidator shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager, provided, that the Company shall engage in no further business except as may be necessary to preserve the value of the Company’s assets during the period of dissolution and liquidation. 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 Liquidators Liquidator 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 Liquidator shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators Liquidator may reasonably determine) the following: first, all expenses incurred in connection with the liquidation; second, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidationsMembers; and secondthird, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) and following any payments pursuant to the foregoing Section 14.02(b), , (c) all remaining assets of the Company shall be distributed distributed (i) to the Members Series A Preferred Units an amount equal to the greater of (A) the Accrued Value per Series A Preferred Unit and (B) the amount that such Member would have been entitled to receive if all of such Member’s Series A Preferred Units were converted into Common Units (at the Conversion Price then in accordance with Section 4.01(aeffect) by the end of the Taxable Year during which the liquidation immediately prior to such liquidation, winding up or dissolution of the Company occurs (orregardless of whether the Series A Preferred Unit is then convertible pursuant to the terms hereof) (“Series A Liquidation Value”), if laterand (ii) the balance to the Members, by ninety (90) days after the date of the liquidation)pro rata in proportion to their respective Common Units. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible practicable after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount amounts and for such term terms as the liquidators Liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)Members, including all expenses incurred in connection with the liquidationsliquidation and winding up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments satisfaction of the Company’s debts, liabilities and obligations pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a4.01(a)(i) (taking into account Section 4.01(b)(iv) to the extent applicable) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). . (d) The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05Upon the occurrence of an Event of Termination, on dissolution of if the CompanyPartnership is not continued as provided herein, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up the Partnership affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are wound up as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators The Chief Officers shall cause to be made a proper accounting Of the Capital Account of each Partner and of the Profits and Losses of the Partnership from the date of the last previous accounting to the date of dissolution. Financial statements presenting such accounting shall include a report of a certified public accountant. The Chief Officers shall also cause to be made by prepared a recognized firm of certified public accountants statement of the Company’s assets, assets and liabilities and operations through the last day of the calendar month in which Partnership as of the dissolution occurs or the final liquidation is completed, as applicable;date of dissolution. (b) The assets and properties of the Liquidators Partnership shall paybe liquidated as promptly as possible, satisfy or discharge from and receivables collected, all in an orderly and businesslike manner so as not to involve undue sacrifice. Notwithstanding the Company’s fundsforegoing, the Partners may determine not to sell, or otherwise make adequate provision for authorize the sale of, all or any portion of the assets and properties of the Partnership, in which event such assets and properties shall be distributed in kind pursuant to Section 10.2(c). (c) The proceeds of liquidation under Section 10.2(b) and all other assets and properties of the Partnership shall be applied and distributed as follows in the following order of priority: (i) to the payment of the debts and discharge thereof liabilities of the Partnership (including, without limitation, the establishment including any amounts which may be owed to any Partner or any Affiliate of a cash fund Partner in respect of loans made by them or any other amounts owed to any Partner or any Affiliate of a Partner) and the expenses of liquidation; (ii) to establish any reserves that the Chief Officers, acting in accordance with sound business judgment, deems reasonably necessary for contingent, conditional and unmatured any contingent or unforeseen liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and or obligations of the Company Partnership, which reserves may be paid over by the Chief Officers to an escrow agent selected by him to be held by such agent for the purpose of (x) distributing such reserves in payment of the aforementioned contingencies and (y) upon the expiration of such period as the Chief Officers may deem advisable, distributing the balance thereof in the manner provided in this Section 10.2(c); (iii) to the Partners in an amount equal to the positive balance in each Partner's Capital Account, provided that if any assets are to be distributed in kind, they will be valued at their Fair Market Value in the manner set forth in Section 12.11 before the distribution; provided, however, that if the proceeds of distribution and other assets and properties of the Partnership are insufficient to pay in full the positive balance in each Partner's Capital Account, then such distribution shall be made pro rata to the balance in each Partner's Capital Account. This adjustment up (or down) to Fair Market Value will be reflected in an adjustment to the Partners' Capital Accounts in accordance with each Partner's Sharing Percentage immediately prior to any liquidating distribution. If any Partner shall have a negative balance in such Partner's Capital Account immediately prior to a distribution pursuant to this Section 10.2(c)(iii) (and after giving effect to adjustments for deemed gain or loss on property to be distributed in kind), then such Partner shall pay to the Partnership in cash the amount of such negative Capital Account. Any distribution pursuant to this Section 10.2(c)(iii) and any payment by a Partner to the Partnership due to a negative balance in a Partner's Capital Account shall be made no later than (1) the end of the Partnership taxable year in which the liquidation of the Partnership occurs or (2) if later, within 90 days after the date of such liquidation. Distributions pursuant to this paragraph may be distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to creditors other than the Members in satisfaction Partnership and paying any contingent or unforeseen liabilities or obligations of the liabilities Partnership or of the Company (whether by payment any Partner arising out of or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining Partnership. The assets of the Company any such trust shall be distributed to the Members Partners from time to time in accordance with Section 4.01(aproportion to each Partner's Sharing Percentage; and (iv) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property all remaining amounts shall be distributed to the Members Partners in accordance with the provisions Partner's respective Sharing Percentages. (d) If the value of this Section 14.02 the Partnership assets, including profits from any sale thereof, are insufficient to pay the liabilities of the Partnership, then such additional liabilities and Section 14.03 below reserve needs shall constitute a complete return be funded by the Partners in accordance with their respective Sharing Percentages. (e) The Partners shall comply with all requirements of applicable law pertaining to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all winding-up of the Company’s property and shall constitute 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 fundsPartnership.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); andand 41 (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject A. Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members. After the occurrence of a Liquidating Event, no Member shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)'s business and affairs. The Liquidators Managing Member (or, in the event that there is no remaining Managing Member, any Person elected by the Non-Managing Member (the Managing Member or such other Person being referred to herein as the "Liquidator")) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense take full account of the Company. Until final distribution's liabilities and property, and the Liquidators shallCompany property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the fullest extent permitted determined by applicable Lawthe Managing Member, continue include shares of stock in the Managing Member) shall be applied and distributed in the following order: (1) First, to operate the properties satisfaction of the Company with all of the power Company's debts and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in and their Assignees (whether by payment or the making of reasonable provision of payment thereof); (2) Second, to the satisfaction of the liabilities all of the Company Company's debts and liabilities to the Non-Managing Member (whether by payment or the making of reasonable provision for payment thereof); (3) Third, including all expenses incurred in connection with to the liquidations; and second, satisfaction of all of the debts, Company's debts and liabilities and obligations of the Company owed to the Members Managing Member (other than any payments whether by payment or distributions owed to such Members in their capacity as Members pursuant to this Agreementthe making of reasonable provision for payment thereof); and (c4) following The balance, if any, to the Members and any payments Assignees in accordance with and proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods including the year of liquidation. The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 13. B. Notwithstanding the foregoing provisions of Section 14.02(b), all remaining 13.2.A hereof that require liquidation of the assets of the Company shall be distributed Company, but subject to the Members in accordance with Section 4.01(a) by the end order of priorities set forth therein, if prior to or upon dissolution of the Taxable Year during which Company the Liquidator determines that an immediate sale of part of all of the Company's assets would be impractical or would cause undue loss to the Members, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company occurs (or, if later, by ninety (90including to those Members as creditors) days after the date of the liquidation). The distribution of cash and/or property distribute to the Members Members, in lieu of cash, as tenants in common and in accordance with the provisions of this Section 14.02 13.2.A hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Members, and Section 14.03 below shall constitute a complete return be subject to such conditions relating to the Members disposition and management of their Capital Contributions, a complete distribution such properties as the Liquidator deems reasonable and equitable and to any agreements governing the Members operation of their interest such properties at such time. The Liquidator shall determine by Appraisal the fair market value of any property distributed in kind. C. In the event that the Company and all of the Company’s property and shall constitute a compromise to which all Members have consented is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the Delaware Act. To Members and Assignees that have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) to the extent that a Member returns funds of, and in proportion to, their positive Capital Account balances subject to the Company, it has no claim against any other Member for those funds.13.2.A

Winding Up. Subject After the effective date of any such dissolution pursuant to Section 14.0512.1, on dissolution any unresolved Company business or affairs shall be wound up pursuant to a Plan of Dissolution adopted by the Members. If the Members are unable to agree upon a Plan of Dissolution, the following provisions shall automatically apply: (a) The winding up of the Company's affairs shall be supervised by a liquidator (the "Liquidator"). The Liquidator shall be the Managers or, if the Members prefer, a liquidator or liquidating committee selected by Members holding Voting Interests of at least 51% in the aggregate. (b) The Liquidator shall undertake to allocate, assign and complete any remaining executory but uncompleted customer commitments and contracts of the Company in a manner, which will give due consideration to the best interests of each Member, which shall include but not be limited to allocating among the Members any remaining sales commitments to customers in proportion to the Members' respective Base Year Volumes or Modified Base Year Volumes, as the case may be, to the extent practicable. Each Member shall be entitled to all payments, revenues and profits from the contracts assigned to the Member, provided that the Member shall bear all costs associated with completing those contracts. (c) The Liquidator shall provide both Members with access to and the right to use in their ongoing business operations all sales, customer, pricing and other information developed or maintained by the Company other than such information relating to Optional Products of the other Member or arising in connection with services provided by the Company exclusively to the other Member. Both Members shall have the right but not the obligation to make offers of employment and to hire any personnel employed by the Company. For a period of 18 months either Member shall have full access to personnel hired by another Member and such employee shall be directed to make available all information in his or her possession related to the Company other than such information relating to Optional Products of the other Member or arising in connection with services provided by the Company exclusively to the other Member. (d) Each Member shall have the right to utilize all rail, transfer, distribution facility contracts owned and held in the name of the Company (except such contracts and facilities owned or held in the name of a Member) in proportion to the agreed upon allocation of customer contracts and shall, subject to any restriction in such agreements or contracts, have the further right to the direct assignment of such portion of those contracts or facility rights from the Company to the Member. Neither Member shall have any obligation to pay the cost of any such contracts or facility charges utilized by the other Member, except only to the extent that the assets of the Company must be used to pay or resolve the obligations of the Company to third parties supplying such contracts or facilities. (e) The Members shall have equal rights to the use of the name of the Company for a period of one year following the termination of the Company for purposes of utilizing that name in the transition of their sales, marketing and distribution activities from the Company to the individual Member. Thereafter both Members shall cease and desist from the use of such name in their sales, marketing and distribution efforts; provided that the foregoing shall not restrict the right of any Member to use any trademark, trade name or other mark or symbol owned by such Member and licensed for use by the Compa▇▇. Nothing herein shall grant to one Member any rights to use trade names, trade marks or other protected marks and symbols of the other Member, except as specifically allowed by an agreement between the Members. (f) Both Members shall refrain from the disparagement of the other Member, its business, personnel, products or performance following termination. Absent the finding by a court of competent jurisdiction that a Member engaged in illegal acts, fraud or breaches of contract, which finding may be utilized in whole and not in part and only to the extent they are the part of a publicly available court judgment or decree, the Members shall limit their statements to the effect that the Company and its business was terminated under "terms previously agreed to by the Members" unless some further or different statement is agreed to by all Members. (g) Customer lists and files shall be equally available and may be copied and used by all Members. Each Member shall bear the cost of any such copying. Any request for such information in the hands of the other Member or the Company shall be supplied in not less than two business days. (h) In the event that more than one Member wishes to assume any specific facility or equipment or other asset of the Company, the Manager Members shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee each submit a one-time sealed bid therefor and the applicable asset shall be sold to the highest bidder. (i) No later than the effective date of dissolution, each such Person, a “Liquidator”). The Liquidators Member shall proceed diligently to wind up receive back from the affairs Company (i) any rights of the Company to the exclusive right to market the Designated Products produced by the Member or its Affiliates within the United States, and make final distributions as provided herein sold in North America, and in (ii) any rights of the Delaware Act. The costs Company to use railcars and related bulk storage facilities owned or held by such Member and its Affiliates. (j) All inventories, accounts receivable and other assets and any proceeds thereof of liquidation the Company shall be borne as an expense used during the period prior to the effective date of the dissolution and thereafter to satisfy the obligations of the Company. Until final distribution, the Liquidators shall, Any remaining assets shall be distributed to the fullest extent permitted by applicable Law, continue Members. Inventory may be sold either to operate the properties customers of the Company with all or to the Members provided that the sale shall maximize the revenues to the Company. (k) Subject to the provisions of (a) through (j) above, the Liquidator shall have full right, in the name of and for and on behalf of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsCompany to: (ai) as promptly as possible after dissolution Prosecute and again after final liquidationdefend civil, the 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 criminal or the final liquidation is completed, as applicableadministrative suits; (bii) the Liquidators shall payCollect Company assets, satisfy or discharge from including obligations owed to the Company’s funds; (iii) Settle and close the Company's business; (iv) Dispose of and convey all other Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or otherwise make adequate provision sales of Company Property, having due regard for payment the activity and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all condition of the debts, liabilities relevant market and obligations of the Company owed to creditors general financial and economic conditions; (v) Pay all reasonable selling costs and other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidationswinding up out of the proceeds of the disposition of Company Property; (vi) Discharge the Company's known liabilities and, if necessary, to set up, for a period not to exceed five years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (vii) Distribute any remaining proceeds from the sale of Company Property to the Members; (viii) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and secondand (ix) Exercise, without further authorization or consent of any of the parties hereto, all of the debts, liabilities and obligations powers conferred upon the Managers under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Company owed Liquidator to perform its duties and functions. The Liquidator (if not a Manager) shall not be liable as a Manager to the Members (other than any payments or distributions owed to and shall, while acting in such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all on behalf of the Company’s property and shall constitute a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds , be entitled to the Company, it has no claim against any other Member for those fundsindemnification rights set forth in the Certificate of Formation and in Article XI.

Winding Up. Subject If the Company is dissolved pursuant to Section 14.0511.1, on dissolution the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below. (a) The winding up of the Company, ’s affairs shall be supervised by a liquidator (the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators Liquidator shall proceed diligently be the Managing Member or, if the Managing Member prefers, a liquidator or liquidating committee selected by the Managing Member. (b) Any non-cash assets will first be written up or down to wind their fair market value, thus creating profit or loss (if any), which shall be allocated in accordance with ARTICLE V of this Agreement. After taking into account such allocations, it is anticipated that each Member’s Capital Account will be equal to the amount to be distributed to such Member in connection with the wind-up of the Company. If any Member’s Capital Account is not equal to the amount to be distributed to such Member, items for the applicable tax period in which the Company is wound up shall be allocated among the Members in such a manner as to cause, to the extent possible, each Member’s Capital Account to be equal to the amount to be distributed to such Member. (c) In winding up the affairs of the Company Company, the Liquidator shall have full right and make final distributions as provided herein and unlimited discretion, in the Delaware Act. The costs name of liquidation shall be borne as an expense and for and on behalf of the Company to: (i) Prosecute and defend civil, criminal or administrative suits; (ii) Collect Company assets, including obligations owed to the Company; (iii) Settle and close the Company’s business; (iv) Dispose of and convey all Company Property for cash, to the extent necessary to make provision for any liabilities of the Company. Until final distribution, and in connection therewith to determine the Liquidators shalltime, to manner and terms of any sale or sales of Company Property, having due regard for the fullest extent permitted by applicable Law, continue to operate the properties activity and condition of the Company with all of the power relevant market and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution general financial and again after final liquidation, the 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 applicableeconomic conditions; (bv) the Liquidators shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment Pay all reasonable selling costs and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all winding up out of the debts, liabilities and obligations proceeds of the disposition of Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); andProperty; (cvi) following any payments pursuant to Discharge the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (orCompany’s known liabilities and, if laternecessary, by ninety to set up, for a period not to exceed five (905) days years after the date of dissolution, such cash reserves as the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company’s property and shall constitute 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.;

Winding Up. Subject A. Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company’s business and affairs. The Managing Member (or, in the Manager shall act event that there is no remaining Managing Member or the Managing Member has dissolved, become bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Members (the Managing Member or such other Person being referred to herein as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a the “Liquidator”). The Liquidators ) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through property, and the last day Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the Managing Member, include shares of stock in CLNY) shall be applied and distributed in the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;following order: (b1) First, to the Liquidators shall pay, satisfy or discharge from satisfaction of all of the Company’s funds, or otherwise make adequate provision for payment debts and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in Holders (whether by payment or the making of reasonable provision for payment thereof); (2) Second, to the satisfaction of the liabilities all of the Company Company’s debts and liabilities to CLNY (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with amounts due as reimbursements under Section 7.4 hereof; (3) Third, to the liquidations; and second, satisfaction of all of the debts, Company’s debts and liabilities and obligations of the Company owed to the Members other Holders (other than any payments whether by payment or distributions owed to such Members in their capacity as Members pursuant to this Agreementthe making of reasonable provision for payment thereof); and (c4) following Subject to the terms of any payments Membership Unit Designation, the balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. the Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 13. B. Notwithstanding the foregoing provisions of Section 14.02(b), all remaining 13.2.A hereof that require liquidation of the assets of the Company shall be distributed Company, but subject to the Members in accordance with Section 4.01(a) by the end order of priorities set forth therein, if prior to or upon dissolution of the Taxable Year during which Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company occurs (or, if later, by ninety (90including to those Holders as creditors) days after the date of the liquidation). The distribution of cash and/or property distribute to the Members Holders, in lieu of cash, as tenants in common and in accordance with the provisions of this Section 14.02 13.2.A hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and Section 14.03 below shall constitute a complete return be subject to such conditions relating to the Members disposition and management of their Capital Contributions, a complete distribution such properties as the Liquidator deems reasonable and equitable and to any agreements governing the Members operation of their interest such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. C. In the event that the Company and all of the Company’s property and shall constitute a compromise to which all Members have consented is “liquidated,” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the Delaware Act. To Holders that have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article 13 may be: (1) distributed to a trust established for the benefit of the Managing Member returns funds and the Holders for the purpose of liquidating Company assets, collecting amounts owed to the Company, it has no claim against and paying any other contingent or unforeseen liabilities or obligations of the Company or of the Managing Member arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the Managing Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (2) withheld or escrowed to provide a reasonable reserve for those fundsCompany liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 13.2.A hereof as soon as practicable.

Winding Up. Subject Except as otherwise provided in this Section 14.2, upon the happening of a Liquidating Event, the Company shall conduct no business nor engage in any activity that is not necessary or appropriate to Section 14.05winding up its business and liquidating, on dissolution and shall proceed promptly to wind up its affairs in an orderly manner, to liquidate its assets, to satisfy the claims of its creditors and Partners, and to distribute its remaining assets to its Partners. The Managing General Partner shall be responsible for supervising the winding up and liquidation and shall dispose of the Company, 's property as promptly as is consistent with obtaining its fair market value. In the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Persondiscretion of the Managing General Partner, a “Liquidator”). The Liquidators shall proceed diligently to wind up the affairs pro rata portion of the amounts that otherwise would be distributed to the Partners or winding up may be (a) withheld to provide a reasonable reserve for unknown or contingent liabilities of the Company; or (b) distributed to a trust created for the benefit of the Partners for purposes of liquidating Company and make final distributions as provided herein and in assets, collecting amounts owed to the Delaware Act. The costs of liquidation shall be borne as an expense Company, or paying contingent or unknown liabilities of the Company. Until final distribution, the Liquidators shall, Any amounts so withheld or distributed to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company trust shall be distributed to the Members Partners from time to time as the Managing General Partner deems it to be practicable in accordance with Section 4.01(athe same proportions such amounts would have been distributed to the Partners had they not been withheld or distributed to such a trust. Notwithstanding anything to the contrary in Article V, (i) by at the end of the Taxable Year during which day immediately prior to the liquidation date of any Distribution of the proceeds of the disposition of the Company occurs Property and the other assets of the Company pursuant to Section 14.3, the books of the Company shall close and the Company's items of income, gain, loss and deduction for the period ending on such day shall be allocated among the Partners in the manner provided in clause (orii) of this sentence and (ii) for any Liquidation Year, the Company's items of income, gain, loss and deduction shall be allocated among the Partners in a manner such that each Partner's Capital Account shall equal the amount such Partner would receive as a Distribution if laterall assets of the Company as of such day were sold for cash equal to the Carrying Value thereof for federal income tax purposes, and all Company liabilities were satisfied to the extent required by ninety (90) days their terms, and the net assets of the Company were distributed in full to the Partners pursuant to Section 6.1.1, all as of such day, computed after the date of distributions pursuant to Section 6.1 have been made for the liquidation). The distribution of cash and/or property period ending on such day and taking into account any required reduction in a Distribution pursuant to the Members in accordance with the provisions of this Section 14.02 and 6.1.2 or Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 funds6.3.

Winding Up. Subject Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up the Company’s business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as the Company property has been distributed pursuant to this Section 14.05, on dissolution and the Company has terminated. The Manager shall be responsible for overseeing the winding up and liquidation of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense take full account of the Company. Until final distribution’s liabilities and assets, shall cause the Liquidators shallassets to be liquidated as promptly as is consistent with obtaining the fair market value thereof, and shall cause the proceeds therefrom, to the fullest extent permitted by applicable Lawsufficient therefor, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by applied and distributed in the Liquidators are as followsfollowing order: (a) as promptly as possible after dissolution First, to the payment and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm discharge of certified public accountants all of the Company’s assets, debts and liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicableto creditors other than Members; (b) Second, to the Liquidators shall pay, satisfy or payment and discharge from of all of the Company’s funds, or otherwise make adequate provision for payment debts and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement)Members; and (c) following The balance, if any, to the Members in the amount of their respective Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods or portions thereof. The Manager shall not receive any payments additional compensation for any services performed pursuant to this Section, but shall be entitled to reimbursement for all reasonable out-of-pocket costs and expenses incurred in connection therewith. Each Member understands and agrees that by accepting the foregoing provisions of this Section 14.02(b), all remaining setting forth the priority of the distribution of the assets of the Company to be made upon its liquidation, such Member expressly waives any right which it, as a creditor of the Company, might otherwise have to receive distributions of assets pari passu with the other creditors of the Company in connection with a distribution of assets of the Company, and hereby subordinates to said creditors any such right. Any gains or losses on the disposition of properties of the Company in the process of liquidation shall be distributed credited or charged to the Members in accordance with Section 4.01(a) Annex I hereto. Any property distributed in kind in the liquidation shall be valued by the end agreement of the Taxable Year during which Members and treated as though the liquidation property were sold and the cash proceeds distributed. The difference between the agreed value of the Company occurs (or, if later, by ninety (90) days after the date property distributed in kind and its book value shall be treated as a gain or loss on sale of the liquidation). The distribution of cash and/or property and shall be credited or charged to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsAnnex I hereto.

Winding Up. Subject Upon the occurrence of (i) a Liquidating Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event (unless the Company is reconstituted pursuant to Section 14.059.02), on the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the assets of the Company have been distributed pursuant to this Section 9.04 or to a trust as contemplated by Section 9.05 and the Certificate of Formation has been canceled pursuant to the Delaware Act. The Liquidating Member shall be responsible for, as promptly as possible, but in an orderly and businesslike and commercially reasonable manner, overseeing the winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days (or such longer period as may be agreed to in writing by all Members) of the Manager shall act occurrence of the Liquidating Event and within ninety (90) days (or such longer period as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)be agreed to in writing by all Members) after the last day on which the Company may be reconstituted pursuant to Section 9.02. The Liquidators Liquidating Member 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 an expense take full account of the Company. Until final distribution, ’s liabilities and assets and shall cause the Liquidators shallCompany’s assets or the proceeds from the sale thereof, to the fullest extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by applicable Lawlaw, continue to operate in the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsfollowing order: (a) as promptly as possible after dissolution and again after final liquidationfirst, the Liquidators shall cause a proper accounting to be made by a recognized firm creditors in satisfaction of certified public accountants all of the Company’s assets, liabilities Debts 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company Liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by Section 18-804 of the Act), including all expenses incurred in connection with other than liabilities for distribution to Members under Section 18-601 or Section 18-604 of the liquidations; and Act; (b) second, all of the debts, liabilities to Members and obligations former Members of the Company owed to in satisfaction of liabilities for distribution under Section 18-601 or Section 18-604 of the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement)Act; and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (orbalance, if laterany, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return 7.01(a) (other than the requirement to fund the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsLoan Workout Reserve).

Winding Up. Subject A. Upon the occurrence of an Event of Termination, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members. No Member shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)'s business and affairs. The Liquidators Executive Committee shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions shall take full account of the Company Assets and the Company's liabilities and the Company Assets shall be liquidated as provided herein promptly as is consistent with obtaining the fair value thereof, and subject to Sections 6.5 and 6.6 hereof, the proceeds therefrom shall be applied and distributed in the Delaware Act. The costs following order, ratably within each enumerated class: (i) First, to the payment and discharge of liquidation shall be borne as an expense or provision for all of the Company. Until final distribution, the Liquidators shall, 's debts and liabilities to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (creditors including, without limitation, the establishment Members, in respect of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement)Member Loans; and (cii) following any payments pursuant to the foregoing Section 14.02(b)The balance, all remaining assets of the Company shall be distributed if any, to the Members in accordance with Section 4.01(a) their Percentage Interests, either in cash or in kind, as determined by the end Executive Committee, with any assets distributed in kind to be valued for this purpose at their fair market value as determined pursuant to Section 11.2.C hereof. If any Company Assets are to be distributed in kind, such assets shall be deemed to have been sold as of the Taxable Year during which date of dissolution for their fair market value, and the liquidation Capital Accounts of the Members shall be adjusted pursuant to the provisions of Section 4.6.B hereof to reflect such deemed sale. B. Notwithstanding Section 11.2.A hereof, in the event that the Executive Committee determines that an immediate sale of all or any portion of the Company occurs (orAssets would cause undue loss to the Members, if laterthe Executive Committee, by ninety (90) days in order to avoid such loss, may, after the date giving notice to all of the liquidation). The Members, to the extent not then prohibited by the Act, either defer liquidation of and withhold from distribution of cash and/or property for a reasonable time any Company Assets except those necessary to satisfy the Company's debts and obligations, or distribute the assets to the Members in accordance with kind. C. If any Company Assets are to be distributed in kind, such assets shall be distributed on the provisions basis of this Section 14.02 the Fair Market Value thereof, and Section 14.03 below shall constitute a complete return any Member entitled to the Members of their Capital Contributions, a complete distribution to the Members of their any interest in the Company and such assets shall receive an interest therein as a tenant-in-common with all of the Company’s property and shall constitute a compromise to which all other 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 fundsso entitled.

Winding Up. Subject Upon a termination election to dissolve the Company pursuant to Section 14.0515.01(a), on dissolution (b) or (c), or following a sale of assets pursuant to the Companyprocedures set forth in Section 15.04, the Manager Board shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up cause the affairs liquidation of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, pursuant to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsfollowing terms: (a) To the extent the Board determines that any of the assets of the Company shall be sold, such assets shall be sold as promptly as possible after dissolution possible, but in an orderly and again after final liquidation, the Liquidators shall cause a proper accounting businesslike manner so as not 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;involve undue sacrifice. (b) The Board shall cause the Liquidators Company to distribute cash and all remaining property of the Company to the Members in accordance with the following order of priority: (1) First, the Board shall pay, satisfy or discharge from Company funds any and all of the Company’s fundsdebts, liabilities and obligations of the Company (including any outstanding Discovery Payments or Hasbro Payments and, to the extent required to be paid as of such time, if any, Unrecouped Guarantees) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidators Board may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end 18-803 of the Taxable Year during which the liquidation Act and such other provisions of the Company occurs Act as may be applicable. (or2) Lastly, if later, by ninety the Board shall distribute any remaining cash and other property (90valued at its Fair Market Value) (1) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the positive balances of their respective Capital Accounts and (2) thereafter to the Members in accordance with their Percentage Interests. (c) The distribution of cash and property to a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 15.06(b) shall constitute a complete return to the Members such Member of their its Capital Contributions, Contributions and a complete distribution to the Members such Member of their interest in the Company its Membership Interest and all of the Company’s property and shall constitute a compromise to which all Members have consented within the meaning of the Delaware Act's property. To the extent that a Member returns funds to the Company, it has such Member shall have no claim against any other Member for those funds. (d) In connection with a liquidation pursuant to this Section 15.06, the Members shall cooperate with each other and the liquidator in good faith to minimize adverse tax consequences to the Members.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, funds or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators Liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)Members, including all expenses incurred in connection with the liquidationsliquidation and winding up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments satisfaction of the Company’s debts, liabilities and obligations pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a4.01(a)(i) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets (other than assets which have been pledged as collateral security for the payment of specified non-recourse debts or obligations of the Company) and satisfying the claims of its creditors and Members. No Members shall take any action that is inconsistent with or not necessary to Section 14.05or appropriate for, on the winding up of the Company’s business and affairs. Prior to a Noble Withdrawal, both Initial Members shall be responsible, and following a Noble Withdrawal, the Manager shall be responsible for overseeing the winding up and dissolution of the Company and shall take full account of the Company’s liabilities and property. Thereupon, the Initial Members or the Manager, as the case may be, shall cause the Company to satisfy and discharge all secured obligations of the Company, including the payments then due under the Note, to the extent such payments are permitted under governing law, either in cash or by release, transfer or delivery of property held as collateral for the payment of any such obligation in accordance with the terms of any agreement or instrument governing such obligation and collateral. Following the satisfaction in full of all secured obligations of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up the affairs property of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne liquidated as an expense promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient, shall be applied and distributed, subject to any reasonable reserves maintained for contingent or other obligations of the Company. Until final distribution, in the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsfollowing order: (a) as promptly as possible after dissolution First, to the payment and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm discharge of certified public accountants all of the Company’s assets, debts and liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicableto creditors other than Members; (b) Second, to the Liquidators shall pay, satisfy or payment and discharge from of all of the Company’s funds, or otherwise make adequate provision for payment debts and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)Members, including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement)remaining due under the Note; and (c) following any payments pursuant to the foregoing Section 14.02(b)The balance, all remaining assets of the Company shall be distributed if any, to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of Section 5.1 of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsAgreement.

Winding Up. Subject to Section 14.05, on (a) In the event of the dissolution of the CompanyCompany pursuant to Section 9.2, the Manager Company's affairs shall act as be wound up by a liquidating trustee or may appoint one or more Persons as liquidating trustee agent of the Company selected by the Board of Managers (each in such Personcapacity, a “Liquidator”the "Liquidating Agent"). The Liquidators , which Liquidating Agent shall proceed diligently to wind up be an individual who is knowledgeable about the affairs Business (if possible) and has substantial experience in the purchase and sale of businesses. (b) Upon dissolution of the Company and make final distributions until the filing of a certificate of cancellation as provided herein and in Section 18-203 of the Act, the Liquidating Agent may, in the Delaware Act. The costs of liquidation shall be borne as an expense of name of, and for and on behalf of, the Company. Until final distribution, the Liquidators shallprosecute and defend lawsuits, to the fullest extent permitted by applicable Lawwhether civil, continue to operate the properties of the Company with all of the power criminal or administrative, settle and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of close the Company’s assets's business, liabilities dispose of 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 convey the Company’s funds, 's property or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of sell the Company (whether by payment and its Subsidiaries) as a going concern, discharge or the making of make reasonable provision for payment thereof)the Company's liabilities, including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed distribute to the Members in accordance with Section 4.01(a) by the end 9.5 any remaining assets of the Taxable Year Company, all without affecting the liability of Members and without imposing any liability on any Liquidating Agent. (c) Except as otherwise provided in this Agreement, the Members shall continue to share distributions and tax allocations during which the period of liquidation in the same manner as before the dissolution. Subject to the provisions of Section 9.5, the Liquidating Agent shall have reasonable discretion to determine the time, manner and terms of any sale or sales of the Company's property pursuant to such liquidation. (d) A reasonable time period shall be allowed for the orderly winding up and liquidation of the Company occurs (or, if later, by ninety (90) days after the date assets of the Company and the discharge of liabilities to creditors so as to enable the Liquidating Agent to seek to minimize potential losses upon such liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 Agreement shall remain in full force and Section 14.03 below shall constitute effect during the period of winding up and until the filing of a complete return to the Members certificate of their Capital Contributions, a complete distribution to the Members cancellation of their interest in the Company and all with the Secretary of State of the State of Delaware. (e) Upon the completion of the winding up of the Company’s property and , any Manager or the Liquidating Agent or other duly designated representative shall constitute file a compromise to which all Members have consented within the meaning certificate of cancellation of the Company with the Secretary of State of the State of Delaware as provided in Section 18-203 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.

Winding Up. Subject to Section 14.05, on Upon dissolution of the Company, the Manager Board shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators carry out the winding up of the Company and shall proceed diligently immediately commence to wind up the affairs Company’s affairs; provided, however, that a reasonable time shall be allowed for the orderly liquidation of assets of the Company and make final distributions the satisfaction of liabilities to creditors so as provided herein and in to enable the Delaware ActMembers to minimize the normal losses attendant upon a liquidation. The costs of liquidation shall be borne as an expense Upon dissolution of the Company. Until final distribution, the Liquidators shallassets of the Company, including any proceeds of liquidation thereof, shall be distributed in the following order and priority: (i) To creditors of the Company, including Members who are creditors, to the fullest extent otherwise permitted by applicable Lawlaw, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof). (ii) To the Members holding the Class A Preferred Membership Interests and Class B Preferred Membership Interests, including in an amount equal to the sum of (A) the Applicable Liquidation Price multiplied by the number of Class A Preferred Membership Interests and Class B Preferred Membership Interests held by such Member, and (B) any Distribution Payments accumulated on such Class A Preferred Membership Interests and Class B Preferred Membership Interests remaining unpaid as of the Dissolution Date, and to the holders of any other Preferred Interests (other than the Class C Preferred Membership Interests), in an amount equal to the liquidation price thereof multiplied by the number of such Preferred Interests held by such Member, plus any distributions thereon accumulated and unpaid as of the Dissolution Date. (iii) To the Members holding the Class C Preferred Membership Interests, in an amount equal to the sum of (A) the Class C Preferred Liquidation Price multiplied by the number of Class C Preferred Membership Interests held by such Member, and (B) any Distribution Payments accumulated on such Class C Preferred Membership Interests remaining unpaid as of the Dissolution Date. (iv) To the Members holding Common Interests according to their Percentage Interests. In the event of any voluntary liquidation, dissolution, or winding up of the Company, (A) the Class A Preferred Membership Interests and Class B Preferred Membership Interests, together with and on par with all expenses incurred other Preferred Interests (other than the Class C Preferred Membership Interests, and except as may be specifically provided with respect to any other Preferred Interests), shall have a preference over the Class C Preferred Membership Interests and the Common Interests until the amounts set forth in connection Section 16.3(ii) shall have been paid to the Members holding the Class A Preferred Membership Interests and Class B Preferred Membership Interests and any other Preferred Interests (other than the Class C Preferred Membership Interests) and (B) the Class C Preferred Membership Interests shall have a preference over the Common Interests until the amounts set forth in Section 16.3(iii) shall have been paid to the Members holding the Class C Preferred Membership Interests. Neither the merger or consolidation of the Company with another entity nor the liquidations; and second, sale of all or substantially all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed deemed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation be a liquidation, dissolution or winding up of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsthis Section 16.3.

Winding Up. Subject to Section 14.05, on (a) Upon a dissolution of the CompanyPartnership, the Manager Partners shall act as liquidating trustee undertake the sale or may appoint one abandonment of all of the Partnership's business and assets, and each Partner shall bear its proportionate share (based on each Partner's Ownership Interest) of all costs and expenses incurred in connection with winding up the Partnership business and with abandonment or more Persons as liquidating trustee (each such Personsale of the Gathering System. In the event of dissolution, a “Liquidator”)the Managing Partner, or if the Managing Partner caused the dissolution, then whichever Partner chosen by the Management Committee, shall be the liquidator of the Partnership. The Liquidators Management Committee shall proceed diligently determine, among other things, arrangements with creditors, the extent to wind up which assets should be sold or distributed in kind and the affairs amount of any reserve for contingent liability. After the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation Partnership shall be borne as an expense dissolved pursuant to the provisions of the Company. Until final distributionthis ARTICLE 10, the Liquidators shall, Managing Partner shall continue to exercise the fullest extent permitted powers vested in it by applicable Law, this Agreement and continue to operate the properties Gathering System in the normal course to the extent appropriate for the purpose of winding up the business of the Company with all Partnership and liquidating the assets thereof in an orderly manner, but the Managing Partner shall engage in no new business on behalf of the power and authority Partnership during the period of such winding up. (b) After the payment of debts or otherwise providing for the liabilities of the Manager. The steps to be accomplished by Partnership, the Liquidators are liquidator will distribute any remaining assets of the Partnership as follows: (a1) Cash or cash equivalents shall be distributed (i) first, to the Partners in proportion to their respective positive Capital Account balances, if any, and (ii) second, to each Partner in proportion to its Ownership Interest. (2) Interests in the Gathering System and other tangible assets shall be sold by the liquidator on such terms as promptly as possible after dissolution and again after final liquidationare approved by the Management Committee, or if the Liquidators shall cause a proper accounting Management Committee elects not to be made by a recognized firm of certified public accountants of the Company’s sell any such assets, liabilities or if such sale is not consummated within a period deemed reasonable by the Management Committee, such assets shall be distributed to each Partner in proportion to its Ownership Interest, and operations through the last day each Partner shall execute an operating agreement governing operation of the calendar month such assets containing operating and economic terms substantially similar to these contained in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the Liquidators shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and. (c) following any payments pursuant On liquidation of the Partnership or a Partnership interest within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), each Partner having a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all fiscal years, including the fiscal year of the liquidation) shall contribute to the foregoing Partnership the amount necessary to restore the deficit balance in such Capital Account to zero in compliance with Regulation Section 14.02(b1.704-1(b)(2)(ii)(b)(3), all remaining assets of the Company . Such contribution shall be distributed to the Members in accordance with Section 4.01(a) by made no later than the end of the Taxable Year during taxable year in which the liquidation of the Company occurs occurred (or, if later, by within ninety (90) days after the date of the liquidation). The distribution of cash and/or property contribution shall not be used to pay nonrecourse liabilities but shall be used to pay any other Partnership liabilities and then shall be distributed to the Members other Partners in accordance with the provisions positive balance in such Partners' Capital Accounts. (d) No dissolution of this Section 14.02 and Section 14.03 below the Partnership shall constitute a complete return relieve any Partner from any obligation accruing or accrued prior to the Members date of their Capital Contributions, such dissolution or as a complete distribution result of such dissolution or deprive any Partner not in default hereunder of any remedy otherwise available to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsit.

Winding Up. Subject (a) Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company’s business and affairs. The Managing Member (or, in the Manager shall act event that there is no remaining Managing Member or the Managing Member has dissolved, become bankrupt or ceased to operate, any Person elected by Investor (the Managing Member or such other Person being referred to herein as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a the “Liquidator”). The Liquidators ) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through property, and the last day of Company property shall be liquidated as promptly as is consistent with obtaining the calendar month fair value thereof, and the proceeds therefrom (which may, to the extent determined by the Managing Member, include shares in which the dissolution occurs or Investor) shall be applied and distributed in the final liquidation is completed, as applicable;following order: (bi) First, to the Liquidators shall pay, satisfy or discharge from satisfaction of all of the Company’s fundsdebts and liabilities to creditors, or otherwise make adequate provision for payment and discharge thereof (including, without limitationincluding the Managing Member, the establishment of a cash fund for contingent, conditional Investor and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors any other than the Members in satisfaction of the liabilities of the Company Significant Member (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred including, but not limited to, amounts due as reimbursements under Section 7.4; (ii) Second, to the Class B-1 Members and the Holders of Class A Units in connection accordance with the liquidations; distribution allocation set forth in Section 5.1(a) until the Class B-1 Members and secondthe Holders of Class A Units have received, all of during the debtsFiscal Year in which a distribution is being made under this Section 13.2(a)(ii) and after giving effect to any distribution made during such Fiscal Year under Section 5.1(a), liabilities and obligations of the Company owed an aggregate amount equal to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement)$10,000,000; and (ciii) following any payments pursuant Third, the balance, if any, to the foregoing Section 14.02(b), all remaining assets Holders of Class A Units and the Company shall be distributed to the Members Holders of Class B Units in accordance with Section 4.01(athe Economic Percentage Interest of such Holders. (iv) Liquidating distributions shall be made by the end of the Taxable Year during which the taxable year of such liquidation of the Company occurs (or, if later, by within ninety (90) days after the date of the such liquidation). The distribution Managing Member shall not receive any compensation for any services performed pursuant to this Article 13. (b) Notwithstanding the provisions of cash and/or property Section 13.2(a) that require liquidation of the assets of the Company, but subject to the Members order of priorities set forth therein, if prior to or upon dissolution of the Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including liabilities to Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of this Section 14.02 13.2(a), undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and Section 14.03 below shall constitute a complete return be subject to such conditions relating to the Members disposition and management of their such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) If any Holder has a deficit balance in its Capital ContributionsAccount (after giving effect to all contributions, a complete distribution distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the Members capital of their interest in the Company with respect to such deficit, and all of the Company’s property and such deficit shall constitute not be considered a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds debt owed to the Company, it has no claim against Company or to any other Member Person for those fundsany purpose whatsoever.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)Members, including all expenses incurred in connection with the liquidationsliquidation and winding up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments satisfaction of the Company's debts, liabiltiies and obligations pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)Members, including all expenses incurred in connection with the liquidationsliquidation and winding up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments satisfaction of the Company's debts, liabilities and obligations pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end final Business Day of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject A. Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company’s business and affairs. The Manager (or, in the event that there is no remaining Manager or the Manager shall act has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Members (the Manager or such other Person being referred to herein as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a the “Liquidator”). The Liquidators ) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through property, and the last day Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the Manager, include shares of stock in the calendar month Parent) shall be applied and distributed in which the dissolution occurs or the final liquidation is completed, as applicable;following order: (b1) first, to the Liquidators shall pay, satisfy or discharge from satisfaction of all of the Company’s funds, or otherwise make adequate provision for payment debts and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in Holders (whether by payment or the making of reasonable provision for payment thereof); (2) second, to the satisfaction of the liabilities all of the Company Company’s debts and liabilities to the Manager and the Parent (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with including, but not limited to, amounts due as reimbursements under Section 7.4 hereof; (3) third, to the liquidations; and second, satisfaction of all of the debts, Company’s debts and liabilities and obligations of the Company owed to the Members other Holders (other than any payments whether by payment or distributions owed to such Members in their capacity as Members pursuant to this Agreementthe making of reasonable provision for payment thereof); and (c4) following subject to the terms of any payments Unit Designation, the balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. The Manager shall not receive any additional compensation for any services performed pursuant to this Article 13. B. Notwithstanding the foregoing provisions of Section 14.02(b), all remaining 13.2.A hereof that require liquidation of the assets of the Company shall be distributed Company, but subject to the Members in accordance with Section 4.01(a) by the end order of priorities set forth therein, if prior to or upon dissolution of the Taxable Year during which Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company occurs (or, if later, by ninety (90including to those Holders as creditors) days after the date of the liquidation). The distribution of cash and/or property distribute to the Members Holders, in lieu of cash, as tenants in common and in accordance with the provisions of this Section 14.02 13.2.A hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and Section 14.03 below shall constitute a complete return be subject to such conditions relating to the Members disposition and management of their Capital Contributions, a complete distribution such properties as the Liquidator deems reasonable and equitable and to any agreements governing the Members operation of their interest such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. C. In the event that the Company and all of the Company’s property and shall constitute a compromise to which all Members have consented is “liquidated,” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the Delaware Act. To Holders that have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, such positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the Manager or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article 13 may be: (1) distributed to a Member returns funds trust established for the benefit of the Manager and the Holders for the purpose of liquidating Company assets, collecting amounts owed to the Company, it has no claim against and paying any other Member contingent or unforeseen liabilities or obligations of the Company or of the Manager arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the Manager, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (2) withheld or escrowed to provide a reasonable reserve for those fundsCompany liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 13.2.A hereof as soon as practicable.

Winding Up. Subject to Section 14.05, on dissolution Upon the occurrence of an event requiring the winding up of the Company, unless the Manager event requiring the winding up is revoked under Sections 11.151 and 101.552 of the TBOC or cancelled under Sections 11.152 and 101.552 of the TBOC, the business of the Company shall be wound up and shall, except to the extent consistent with such winding up, cease. The President shall act as liquidating trustee or may liquidator unless the Board elects to appoint one or more Persons other Persons, who may or may not be Members, to act as liquidating trustee (each such Person, a “Liquidator”)liquidator. The Liquidators liquidator shall proceed diligently to wind up the business and affairs of the Company and make final distributions (subject to the limitations set forth in this Agreement, including Section 2.4) may determine all matters in connection with the winding up of the Company, including any arrangements to be made with creditors, the amount or necessity of reserves to cover contingent or unforeseen liabilities, and whether, to what extent, for what consideration, and on what terms any or all of the assets of the Company are to be sold or distributed in kind to the Members. The liquidator may in its discretion collect any obligations due to the Company and distribute (or apply in satisfaction of Company obligations) the proceeds thereof as provided herein and in the Delaware Actcollected. The costs and expenses of the winding up and liquidation of the Company shall be borne as an expense of by the Company. Until final distribution, the Liquidators liquidator shall continue to manage the Company’s affairs and, if the liquidator is other than the President, shall, to the fullest extent permitted by applicable Lawconsistent with the liquidator’s obligations, continue to operate the properties of the Company with have all of the power and authority of the ManagerPresident (subject to the limitations set forth in this Agreement, including Section 2.4) and be entitled to indemnification and advance payment of expenses in accordance with the provisions of this Agreement as if the liquidator were the President. The steps liquidator shall give or cause to be accomplished given all notices to creditors required by applicable Law and, in addition to any reports otherwise required by this Agreement to be given to the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidationMembers, the 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 the Company’s funds, or otherwise make adequate provision for payment to be made and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed furnished to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to of the foregoing Section 14.02(b), date all remaining assets of the Company shall be are finally distributed to the Members or applied in accordance with Section 4.01(a) by the end payment of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsliabilities.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager (or in the event that there is no Manager or the Manager is in bankruptcy, any Person selected by the majority of Members) shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators Liquidator shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager, provided, that the Company shall engage in no further business except as may be necessary to preserve the value of the Company’s assets during the period of dissolution and liquidation. 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 Liquidators Liquidator 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 Liquidator shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators Liquidator may reasonably determine) the following: first, all expenses incurred in connection with the liquidation; second, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidationsMembers; and secondthird, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) and following any payments pursuant to the foregoing Section 14.02(b), , (c) all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.distributed

Winding Up. Subject to Section 14.05Upon the occurrence of an event of dissolution, on the Company shall not immediately be terminated, but shall continue until its affairs have been wound up. Upon dissolution of the Company, unless the business of the Company is continued as provided above, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to will wind up the Company's affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators No new loans 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 applicablepurchased; (b) Except as may be agreed upon by the Liquidators shall pay, satisfy Manager and a Majority Interest of Members in connection with a merger or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitationconsolidation described in Section 9.3, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as Manager shall liquidate the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations assets of the Company owed as promptly as is consistent with recovering the fair market value thereof, either by sale to creditors other than third parties (including the Members Manager or Affiliates) or by servicing the Company's outstanding loans in satisfaction accordance with their terms; provided, however, the Manager shall liquidate all Company assets for the best price reasonably obtainable in order to completely wind up the Company's affairs within five (5) years after the date of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); anddissolution; (c) following any payments pursuant Except as may be agreed upon by the Manager and a Majority Interest of Members in connection with a merger or consolidation described in Section 9.3, all sums of cash held by the Company as of the date of dissolution (including liquid assets which shall be converted to the foregoing Section 14.02(bcash), together with all remaining assets sums of cash received by the Company during the winding up process from any source whatsoever, shall be applied and promptly distributed to the Members in accordance with Section 4.01(aproportion to the positive balances in their respective outstanding Capital Accounts, but only after all the Company's debts have been paid or otherwise adequately provided for. (d) by Upon the end completion of the Taxable Year during which the liquidation of the Company occurs (orand distribution of liquidation proceeds, if later, the Manager shall cause to be filed a Certificate of Dissolution as required by ninety (90) days after the date Act and shall furnish to each of the liquidation). The distribution Members a statement setting forth the receipts and disbursements of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company during such liquidation, the amount of proceeds from such liquidation distributed with respect to Company Interests and all the amount of the Company’s property and shall constitute a compromise proceeds paid or distributed 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 fundsMembers.

Winding Up. Subject Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved before a Dissolution Event has occurred (unless the Company is reconstituted pursuant to Section 14.05, on dissolution of the Company12.1(b)), the Manager shall act as Company will continue solely for the purposes of winding up its affairs in an orderly manner, liquidating trustee its assets, and satisfying the claims of its creditors and Members, and no Member will take any action that is inconsistent with, or may appoint one not necessary to or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distributionappropriate for, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants winding up of the Company’s assetsbusiness and affairs. However, liabilities all covenants contained in this Agreement and operations through obligations provided for in this Agreement will continue to be fully binding upon the Members until the Property has been distributed pursuant to this Section 12.2 and the Certificate has been canceled pursuant to the Act. The Liquidator will be responsible for overseeing the Company’s winding up and dissolution, which winding up and dissolution will be completed within 90 calendar days of the occurrence of the Dissolution Event or within 90 calendar days after the last day of the calendar month in on which the dissolution occurs or the final liquidation Company may be reconstituted pursuant to Section 12.1(b), whichever is completed, as applicable; (b) the Liquidators shall pay, satisfy or discharge from . The Liquidator will take full account of the Company’s fundsliabilities and Property and will cause the Property, or the proceeds from their sale (as determined pursuant to Section 12.10), to the extent sufficient, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) First, to creditors (including Members and Managers who are creditors, to the extent otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment permitted by law) in satisfaction of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, Company’s liabilities including the Non-Contingent Amount and obligations of all amounts due under the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company Note (whether by payment or the making of reasonable provision for payment), other than liabilities for which reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; has been made and second, all liabilities for distribution to Members under Section 18-601 of the debtsAct; (ii) Second, except as provided in this Agreement, to Members and former Members in satisfaction of liabilities and obligations for distribution under Section 18-601 of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement)Act; and (ciii) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (orThe balance, if laterany, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of positive balance in their Capital ContributionsAccounts, a complete distribution after giving effect to the Members of their interest in the Company all contributions, distributions, and allocations for all of the Company’s property and shall constitute a compromise periods. No Member or Manager will receive additional compensation for any services performed pursuant 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 fundsthis Article XII.

Winding Up. Subject to Section 14.05, on dissolution Upon the occurrence of an event requiring the winding up of the Company, the business of the Company shall be wound up and shall, except to the extent consistent with such winding up, cease. The Manager shall act as liquidating trustee or may unless the Members elect to appoint one or more Persons as other Persons, who may or may not be the Managers or a Member, to act in such capacity. The liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up the business and affairs of the Company and make final distributions may determine all matters in connection with the winding up of the Company, including any arrangements to be made with creditors, the amount or necessity of reserves to cover contingent, conditional or unmatured liabilities, and whether, to what extent, for what consideration, and on what terms any or all of the assets of the Company are to be sold or distributed in kind to the Members. The liquidating trustee may in its discretion retain any indebtedness due the Company and distribute (or apply in satisfaction of Company obligations) the proceeds thereof as provided herein and in the Delaware Actcollected. The costs and expenses of the winding up and liquidation of the Company shall be borne as an expense of by the Company. Until final distribution, the Liquidators liquidating trustee shall continue to manage the Company’s affairs and, if the liquidating trustee is other than the Manager, shall, to the fullest extent permitted by applicable Lawconsistent with the liquidating trustee’s obligations, continue to operate the properties of the Company with have all of the power and authority of the Manager and be entitled to exculpation, indemnification and advancement and payment of expenses in accordance with the provisions of this Article XI as if the liquidating trustee were the Manager. The steps liquidating trustee shall give or cause to be accomplished given all notices to creditors required by applicable law and, in addition to any reports otherwise required by this Agreement to be given to the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidationMembers, the 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 the Company’s funds, or otherwise make adequate provision for payment to be made and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed furnished to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to of the foregoing Section 14.02(b), date all remaining assets of the Company shall be are finally distributed to the Members or applied in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all payment of the Company’s property and shall constitute 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 fundsliabilities.

Winding Up. Subject If the Company is dissolved pursuant to Section 14.0511.1, on dissolution the Company's affairs shall be wound up as soon as reasonably practicable in the manner set forth below. (a) The winding up of the Company's affairs shall be supervised by a liquidator (the "Liquidator"). The Liquidator shall be the Board of Managers or, if the Members prefer, a liquidator or liquidating committee selected by the holders of at least a majority of the Membership Interests. (b) In winding up the affairs of the Company, the Manager Liquidator shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Personhave full right and unlimited discretion, a “Liquidator”). The Liquidators shall proceed diligently to wind up in the affairs name of and for and on behalf of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsto: (a1) as promptly as possible after dissolution Prosecute and again after final liquidationdefend civil, the 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 criminal or the final liquidation is completed, as applicableadministrative suits; (b2) the Liquidators shall payCollect Company assets, satisfy or discharge from including obligations owed to the Company’s funds; (3) Settle and close the Company's business; (4) Dispose of and convey all Company Property for cash, and in connection therewith to determine the time, manner and terms of any sale or otherwise make adequate provision sales of Company Property, having due regard for payment the activity and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all condition of the debts, liabilities relevant market and obligations of the Company owed to creditors general financial and economic conditions; (5) Pay all reasonable selling costs and other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidationswinding up out of the proceeds of the disposition of Company Property; (6) Discharge the Company's known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (7) Distribute any remaining proceeds from the sale of Company Property to the Members; (8) Prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company; and secondand (9) Exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the debts, liabilities and obligations powers conferred upon the Board of Managers under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Company owed Liquidator to perform its duties and functions. The Liquidator (if not a Manager or the Board of Managers) shall not be liable as a Manager to the Members (other than any payments or distributions owed to and shall, while acting in such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all on behalf of the Company’s property and shall constitute a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds , be entitled to the Company, it has no claim against any other Member for those funds.indemnification rights set forth in the Certificate of Formation and in Article X.

Winding Up. Subject to Section 14.05Upon the occurrence of an Event of Dissolution, on the Company shall be dissolved and wound-up. In connection with the dissolution and winding-up of the Company, a liquidator or other representative (the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “LiquidatorLiquidation Representative”). The Liquidators ) appointed by the Managers shall proceed diligently to wind up with the affairs sale or liquidation of all of the assets of the Company (including the conversion to cash or cash equivalents of its notes or accounts receivable) and make final distributions as provided herein shall apply and distribute the proceeds of such sale or liquidation in the Delaware Act. The costs following order of liquidation shall be borne as an expense priority, unless otherwise required by mandatory provisions of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followslaw: (a) as promptly as possible after dissolution and again after final liquidationfirst, the Liquidators shall cause a proper accounting to be made by a recognized firm pay (or to make provision for payment) in satisfaction of certified public accountants all obligations of the Company’s assets, liabilities and operations through the last day Company for all expenses of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicablesuch liquidation; (b) second, to pay (or to make provision for the Liquidators shall pay, satisfy or discharge from payment of) all creditors of the Company (including Members who are creditors of the Company’s funds) in the order of priority provided by law or otherwise, in satisfaction of all debts, liabilities, or otherwise make adequate provision for payment and discharge thereof obligations of the Company due such creditors; (includingc) third, without limitation, to the establishment of a cash fund any reserve which the Liquidation Representative may deem reasonably necessary for contingent, conditional and unmatured any contingent or unforeseen liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all or obligations of the Company (such reserve may be paid over by the Liquidation Representative to an escrow agent acceptable to the Liquidation Representative, to be held for disbursement in payment of any of the aforementioned liabilities and, at the expiration of such period as shall be deemed advisable by the Liquidation Representative for distribution of the balance in the manner hereinafter provided in this Section 13.2); and (d) fourth, after the payment (or the provision for payment) of all debts, liabilities liabilities, and obligations of the Company owed to creditors other than the Members in satisfaction accordance with each of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)clauses above, including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members legal representatives in accordance with Section 4.01(a) by the positive balances in their respective Capital Accounts, after taking into account all adjustments to Capital Accounts for all periods, no later than the end of the Taxable Fiscal Year during in which the liquidation Event of the Company Dissolution occurs (or, if later, by within ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all liquidation of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)Members, including all expenses incurred in connection with the liquidationsliquidation and winding up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments satisfaction of the Company’s debts, liabilities and obligations pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end final Business Day of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject to Section 14.05, on On dissolution of the Company, the Manager shall act as liquidating trustee or Majority Members may appoint one or more Persons Members as liquidating trustee (each such Person, a “Liquidator”)liquidator. The Liquidators liquidators shall proceed diligently to wind up the business and affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Companya Company expense. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, liquidators shall continue to operate the Company properties of the Company with all of the power and authority of the ManagerMembers. 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 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 liquidator shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, Company funds all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof)including, including without limitation, all expenses incurred in connection with the liquidations; liquidation) or otherwise make adequate provision for payment and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement)discharge thereof; and (cb) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) 3.5 by the end of the Taxable Year taxable year of the Company during which the liquidation dissolution of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidationdissolution). 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 dissolution, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 8.3. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute 8.3 constitutes a complete return to the Members Member of their its Capital Contributions, Contributions and a complete distribution to the Members Member of their its interest in the Company and all of the Company’s property and shall constitute 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.

Winding Up. Subject A. Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members. After the occurrence of a Liquidating Event, no Member shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)'s business and affairs. The Liquidators Managing Member (or, in the event that there is no remaining Managing Member, any Person elected by a Majority in Interest of the Non-Managing Members (the Managing Member or such other Person being referred to herein as the "Liquidator")) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense take full account of the Company. Until final distribution's liabilities and property, and the Liquidators shallCompany property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the fullest extent permitted determined by applicable Lawthe Managing Member, continue include shares of stock in the Managing Member) shall be applied and distributed in the following order: (1) First, to operate the properties satisfaction of the Company with all of the power Company's debts and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in and their Assignees (whether by payment or the making of reasonable provision for payment thereof); (2) Second, to the satisfaction of the liabilities all of the Company Company's debts and liabilities to the Managing Member, including, but not limited to, the Loan (whether by payment or the making of reasonable provision for payment thereof); (3) Third, to the satisfaction of all of the Company's debts and liabilities to the other Members and any Assignees incurred with the consent of the Managing Member (whether by payment or the making of reasonable provision for payment thereof), including pro rata based upon the amount of the debts and liabilities owing to the respective Member or Assignee; and (4) The balance, if any, to the Members and any Assignees in accordance with and proportion to their positive Capital Account balances, after giving effect to all expenses incurred in connection with contributions, distributions and allocations for all periods. The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 13. B. Notwithstanding the liquidations; and secondprovisions of Section 13.3.A hereof that require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company the Liquidator determines that an immediate sale of part or all of the debtsCompany's assets would be impractical or would cause undue loss to the Members, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities and obligations of the Company (including to those Members as creditors) and/or distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.3.A hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Members, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. C. In the event that the Company is "liquidated" within the meaning of Regulations Section 1.704-1(b) (2)(ii)(g), distributions shall be made pursuant to this Article 13 to the Members and Assignees that have positive Capital Accounts in compliance with Regulations Section 1.704-1(b) (2)(ii)(b) (2) to the extent of, and in proportion to, their positive Capital Account balances. If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Members (Company or to any other than Person for any payments purpose whatsoever. In the sole and absolute discretion of the Managing Member or the Liquidator, a pro rata portion of the distributions owed that would otherwise be made to such Members in their capacity as the Members pursuant to this Agreement); and Article 13 may be withheld or escrowed to provide a reasonable reserve for Company liabilities (ccontingent or otherwise) following and to reflect the unrealized portion of any payments pursuant installment obligations owed to the foregoing Section 14.02(b)Company, all remaining assets of the Company provided that such withheld or escrowed amounts shall be distributed to the Members in accordance with the manner and order of priority set forth in Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 funds13.3.A hereof as soon as practicable.

Winding Up. Subject to Section 14.05Upon the occurrence of an event of dissolution, on the Company shall not immediately be terminated, but shall continue until its affairs have been wound up. Upon dissolution of the Company, unless the business of the Company is continued as provided above, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to will wind up the Company’s affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) No new Units shall be offered or sold and no New Loans shall be made or purchased by the Company; provided, however, that the Manager shall be authorized to fund any loan commitments or complete any loan transactions or pending loan requests existing as of the date of dissolution. (b) Except as may be agreed upon by the Manager and a Majority Interest of Members in connection with a merger or consolidation described in Section 10.3, the Manager shall liquidate the assets of the Company as promptly as possible after dissolution and again after final liquidation, is consistent with recovering the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants fair market value of the Company’s assets, liabilities and operations through assets whether by sale to third parties (including the last day of the calendar month in which the dissolution occurs Manager or the final liquidation is completed, as applicable; (bAffiliates) the Liquidators shall pay, satisfy or discharge from by servicing the Company’s fundsoutstanding loans in accordance with their terms; provided, or otherwise make adequate provision however, that the Manager shall liquidate all Company assets for payment and discharge thereof the best price reasonably obtainable in order to completely wind up the Company’s affairs within five (5) years after the date of dissolution, unless such period is extended by the Manager with the consent of a Majority Interest of Members (the “Dissolution Period”). During the Dissolution Period the Manager shall be authorized to take such actions the Manager deems necessary to meet its obligations under this Section 10.2 within the Dissolution Period including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); andbut not limited to, (c) following any payments pursuant Except as may be agreed upon by the Manager and a Majority Interest of Members in connection with a merger or consolidation described in Section 10.3, all sums of cash held by the Company as of the date of dissolution (including liquid assets which shall be converted to the foregoing Section 14.02(bcash), together with all remaining assets sums of cash received by the Company during the winding up process from any source whatsoever, shall be applied and distributed on a monthly or quarterly basis to the Members in accordance with Section 4.01(aproportion to the positive balances in their respective outstanding Capital Accounts, but only after all the Company’s debts have been paid or otherwise adequately provided for. (d) by Upon the end completion of the Taxable Year during which the liquidation of the Company occurs (orand distribution of liquidation proceeds, if later, the Manager shall cause to be filed a Certificate of Dissolution as required by ninety (90) days after the date Act and shall furnish to each of the liquidation). The distribution Members a statement setting forth the receipts and disbursements of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company during such liquidation, the amount of proceeds from such liquidation distributed with respect to Company Interests and all the amount of the Company’s property and shall constitute a compromise proceeds paid or distributed 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 fundsMembers.

Winding Up. Subject to Section 14.05, on (a) Upon a dissolution of the CompanyPartnership, the Manager Partners shall act as liquidating trustee undertake the sale or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up the affairs abandonment of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power Partnership's business and authority assets, and each Partner shall bear its proportionate share (based on each Partner's Ownership Interest) of all costs and expenses incurred in connection with winding up the Partnership business and with abandonment or sale of the ManagerProcessing Facility. In the event of dissolution, the Managing Partner, or if the Managing Partner caused the dissolution, then whichever Partner chosen by the Management Committee, shall be the liquidator of the Partnership. The steps Management Committee shall determine, among other things, arrangements with creditors, the extent to which assets should be accomplished sold or distributed in kind and the amount of any reserve for contingent liability. After the Partnership shall be dissolved pursuant to the provisions of this ARTICLE 0, the Managing Partner shall continue to exercise the powers vested in it by this Agreement and continue Partnership Operations in the Liquidators are normal course to the extent appropriate for the purpose of winding up the business of the Partnership and liquidating the assets thereof in an orderly manner, but the Managing Partner shall engage in no new business on behalf of the Partnership during the period of such winding up. (b) After the payment of debts or otherwise providing for the liabilities of the Partnership, the liquidator will distribute any remaining assets of the Partnership as follows: (a1) Cash or cash equivalents shall be distributed (i) first, to the Partners in proportion to their respective positive Capital Account balances, if any, and (ii) second, to each Partner in proportion to its Ownership Interest. (2) Interests in the Processing Facility and other tangible assets shall be sold by the liquidator on such terms as promptly as possible after dissolution and again after final liquidationare approved by the Management Committee, or if the Liquidators shall cause a proper accounting Management Committee elects not to be made by a recognized firm of certified public accountants of the Company’s sell any such assets, liabilities or if such sale is not consummated within a period deemed reasonable by the Management Committee, such assets shall be distributed to each Partner in proportion to its Ownership Interest, and operations through the last day each Partner shall execute an operating agreement governing operation of the calendar month such assets containing operating and economic terms substantially similar to these contained in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the Liquidators shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and. (c) following any payments pursuant On liquidation of the Partnership or a Partnership interest within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), each Partner having a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all fiscal years, including the fiscal year of the liquidation) shall contribute to the foregoing Partnership the amount necessary to restore the deficit balance in such Capital Account to zero in compliance with Regulation Section 14.02(b1.704-1(b)(2)(ii)(b)(3), all remaining assets of the Company . Such contribution shall be distributed to the Members in accordance with Section 4.01(a) by made no later than the end of the Taxable Year during taxable year in which the liquidation of the Company occurs occurred (or, if later, by within ninety (90) days after the date of the liquidation). The distribution of cash and/or property contribution shall not be used to pay nonrecourse liabilities but shall be used to pay any other Partnership liabilities and then shall be distributed to the Members other Partners in accordance with the provisions positive balance in such Partners' Capital Accounts. (d) No dissolution of this Section 14.02 and Section 14.03 below the Partnership shall constitute a complete return relieve any Partner from any obligation accruing or accrued prior to the Members date of their Capital Contributions, such dissolution or as a complete distribution result of such dissolution or deprive any Partner not in default hereunder of any remedy otherwise available to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsit.

Winding Up. Subject (a) Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company, ’s business and affairs. The Board or a Person selected by the Manager shall act as liquidating trustee Board (the Board or may appoint one or more Persons as liquidating trustee (each such other Person, a as applicable, being referred to as the “Liquidator”). The Liquidators ) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through property, and the last day Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the Board, include shares of stock in Equity One) shall be applied and distributed in the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;following order: (bi) First, to the Liquidators shall pay, satisfy or discharge from satisfaction of all of the Company’s funds, or otherwise make adequate provision for payment debts and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than Equity One, its Affiliates and the Members in Holders (whether by payment or the making of reasonable provision for payment thereof); (ii) Second, to the satisfaction of the liabilities all of the Company Company’s debts and liabilities to the Holders other than Equity One and its Affiliates (whether by payment or the making of reasonable provision for payment thereof); (iii) Third, to the satisfaction of all of the Company’s debts and liabilities to Equity One and its Affiliates (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and secondincluding, all of the debtsbut not limited to, liabilities and obligations of the Company owed amounts due as reimbursements under Section 7.3(d) hereof; (iv) Fourth, to the Members Shareholders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. (other than b) The Liquidator shall not receive any payments or distributions owed to such Members in their capacity as Members additional compensation for any services performed pursuant to this Agreement); andARTICLE 13 if the Liquidator is the Board or an Affiliate of Equity One. (c) following any payments pursuant to Notwithstanding the foregoing provisions of Section 14.02(b), all remaining 13.2 hereof that require liquidation of the assets of the Company shall be distributed Company, but subject to the Members in accordance with Section 4.01(a) by the end order of priorities set forth therein, if prior to or upon dissolution of the Taxable Year during which Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company occurs (or, if later, by ninety (90including to those Holders as creditors) days after the date of the liquidation). The distribution of cash and/or property distribute to the Members Holders, in lieu of cash, as tenants in common and in accordance with the provisions of this Section 14.02 13.2 hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and Section 14.03 below shall constitute a complete return be subject to such conditions relating to the Members disposition and management of their such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (d) If any Shareholder has a deficit balance in its Capital ContributionsAccount (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Shareholder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (e) In the sole and absolute discretion of the Liquidator, a complete distribution pro rata portion of the distributions that would otherwise be made to the Members of their interest in Holders pursuant to this ARTICLE 13 may be: (i) distributed to a trust established for the Company and all benefit of the Company’s property and shall constitute a compromise to which all Members have consented within Shareholders for the meaning purpose of the Delaware Act. To the extent that a Member returns funds liquidating Company assets, collecting amounts owed to the Company, it has no claim against and paying any other Member contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Shareholders, from time to time, in the reasonable discretion of the Liquidator, in the same proportions and amounts as would otherwise have been distributed to the Shareholders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for those fundsCompany liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed in the manner and order of priority set forth in Section 13.2(a) hereof as soon as practicable.

Winding Up. Subject (a) Upon the occurrence of a Liquidating Event, the LLC shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members. No Member shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the CompanyLLC’s business and affairs. The Manager Member, or, in the event there is no remaining Manager Member, any Person elected by a majority in interest of the Members (the Manager shall act Member or such other Person being referred to herein as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a the “Liquidator”). The Liquidators , shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company LLC and make final distributions as provided herein shall take full account of the LLC’s liabilities and in property and the Delaware Act. The costs of liquidation LLC property shall be borne liquidated as an expense of promptly as is consistent with obtaining the Company. Until final distributionfair value thereof, and the Liquidators shallproceeds therefrom (which may, to the fullest extent permitted determined by applicable Lawthe Manager Member, continue include shares of common stock in the Company) shall be applied and distributed in the following order: (i) first, to operate the properties payment and discharge of the Company with all of the power LLC’s debts and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members; (ii) second, to the payment and discharge of all of the LLC’s debts and liabilities to the Manager Member; (iii) third, to the payment and discharge of all of the LLC’s debts and liabilities to the other Members; and (iv) fourth, the balance, if any, to the Members in satisfaction accordance with Section 6.1, Section 6.2 and Section 6.3, as applicable. Liquidating distributions shall be made pursuant to this Section 9.2 by the end of the taxable year of the LLC in which the liquidation occurs or, if later, within 90 days after the date of the liquidation. For purposes of determining the extent to which the liquidation proceeds to be distributed pursuant to clause (iv) of this Section 9.2 constitute Available Cash, Pearl Towers Net Proceeds and Kimco Property Net Proceeds, the amounts paid or reserves established pursuant to clauses (i) through (iv) of this Section 9.2(a) will be allocated consistent with the way such expenses or reserves would be allocated under the definitions of Available Cash, Pearl Towers Net Proceeds and Kimco Property Net Proceeds, as applicable. The Manager Member shall not receive any additional compensation for any services performed pursuant to this Article IX. (b) Notwithstanding the provisions of Section 9.2(a) hereof which require liquidation of the assets of the LLC, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the LLC the Liquidator determines that an immediate sale of part or all of the LLC’s assets would be impractical or would cause undue loss to the Members, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company LLC (whether by payment including to those Members as creditors) and/or distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 9.2(a) hereof, undivided interests in such LLC assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Members, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article IX may be: (i) distributed to a trust established for the benefit of the Members for the purposes of liquidating LLC assets, collecting amounts owed to the LLC, and paying any contingent or unforeseen liabilities or obligations of the LLC or the making Manager Member arising out of reasonable provision for payment thereof), including all expenses incurred or in connection with the liquidations; and second, all LLC. The assets of the debts, liabilities and obligations of the Company owed any such trust shall be distributed to the Members (other than any payments or distributions owed from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such Members in their capacity as trust by the LLC would otherwise have been distributed to the Members pursuant to this Agreement); andor (cii) following withheld or escrowed to provide a reasonable reserve for LLC liabilities (contingent or otherwise) and to reflect the unrealized portion of any payments pursuant installment obligations owed to the foregoing Section 14.02(b)LLC, all remaining assets of the Company provided that such withheld or escrowed amounts shall be distributed to the Members in accordance with the manner and order of priority set forth in Section 4.01(a9.2(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundsas soon as practicable.

Winding Up. Subject to Section 14.05, on (a) In the event of the dissolution of the CompanyCompany pursuant to Section 12.2, the Manager Company’s affairs shall act as be wound up by a liquidating trustee or may appoint one or more Persons as liquidating trustee of the Company selected by the Board (each in such Personcapacity, a the “LiquidatorLiquidating Agent”). The Liquidators , which Liquidating Agent shall proceed diligently be an individual who is knowledgeable about the Company’s business and operations (to wind up the affairs extent possible) and has substantial experience in the purchase and sale of businesses. (b) Upon dissolution of the Company and make final distributions until the filing of a certificate of cancellation as provided herein and in Section 18-203 of the Act, the Liquidating Agent may, in the Delaware Act. The costs of liquidation shall be borne as an expense of name of, and for and on behalf of, the Company. Until final distribution, the Liquidators shallprosecute and defend lawsuits, to the fullest extent permitted by applicable Lawwhether civil, continue to operate the properties of the Company with all of the power criminal or administrative, settle and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of close the Company’s assetsbusiness, liabilities dispose of 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 convey the Company’s funds, property or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of sell the Company (whether by payment and its Subsidiaries) as a going concern, discharge or the making of make reasonable provision for payment thereof)the Company’s liabilities, including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed distribute to the Members in accordance with Section 4.01(a) by the end 12.5 any remaining assets of the Taxable Year Company, all without affecting the liability of Members and without imposing any liability on any Liquidating Agent. (c) Except as otherwise provided in this Agreement, the Members shall continue to share distributions and allocations during which the period of liquidation in the same manner as before the dissolution, including in accordance with Section 7.1. (d) A reasonable time period shall be allowed for the orderly winding up and liquidation of the Company occurs (or, if later, by ninety (90) days after the date assets of the Company and the discharge of liabilities to creditors so as to enable the Liquidating Agent to seek to minimize potential losses upon such liquidation). The distribution of cash and/or property Subject to the Members in accordance with the provisions of this Section 14.02 12.5, the Liquidating Agent shall have reasonable discretion to determine the time, manner and Section 14.03 below shall constitute a complete return to the Members terms of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all any sale or sales of the Company’s property pursuant to such liquidation. The provisions of this Agreement shall remain in full force and shall constitute effect during the period of winding up and until the filing of a compromise to which all Members have consented within the meaning certificate of cancellation of the Delaware Act. To Company with the extent that a Member returns funds to Secretary of State of the State of Delaware. (e) Upon the completion of the winding up of the Company, it has no claim against any the Liquidating Agent or other Member for those fundsduly designated representative shall file a certificate of cancellation of the Company with the Secretary of State of the State of Delaware as provided in Section 18-203 of the Act.

Winding Up. Subject If the Company is dissolved pursuant to Section 14.05, on dissolution of the Company14.1, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators Board shall proceed diligently to wind up the business and affairs of the Company upon such terms and make final distributions conditions as provided herein it shall determine consistent with the terms of this Agreement and in the requirements of the Delaware Act. The costs Board may take such amount of liquidation time as it shall determine to be borne necessary or desirable in connection with the winding up of the Company in light of prevailing market conditions and such other factors as an expense it shall determine. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and the conduct of the Company during the period of winding up of the Company's affairs. Until final distribution, The Board shall distribute the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties assets of the Company with all in kind or liquidate the assets of the power Company and authority apply and distribute the proceeds of such liquidation in the Manager. The steps to be accomplished following order of priority, unless otherwise required by the Liquidators are as followsmandatory provisions of applicable law: (a) as promptly as possible after dissolution and again after final liquidationTo creditors, including Members who are creditors, to the Liquidators shall cause a proper accounting to be made extent otherwise permitted by a recognized firm of certified public accountants of the Company’s assetslaw, 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment payment, by the establishment of reserves of cash or other assets of the making of Company for contingent liabilities in amounts, if any, determined by the Board in its discretion to be appropriate for such purposes or by other reasonable provision for payment thereofpayment), including all expenses incurred in connection with the liquidations; other than liabilities for distributions to Members and second, all former Members under Sections 18-601 or 18-604 of the debtsDelaware Act; (b) To the holders of Class A Units then outstanding, liabilities an aggregate amount paid prior and obligations in preference to any payment or distribution to holders of Class B Units (the Company owed "Liquidation Preference") equal to $60 million less an amount equal to the Members amounts paid as Distributions (other than any payments or distributions owed Tax Distributions) in respect of each Class A Unit prior to such Members the date of dissolution; (c) To the holders of Class B Units then outstanding, an aggregate amount equal to $140 million less an amount equal to the amounts paid as Distributions (other than Tax Distributions) in their capacity as Members pursuant respect of each Class B Unit prior to this Agreement)the date of dissolution; and (cd) following any payments pursuant Thereafter, pro rata to the foregoing Section 14.02(b)holders of Class A Units and the holders of Class B Units, all remaining assets of the Company shall be distributed according to the Members in accordance with Section 4.01(a) number of Units held by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 fundseach holder thereof.

Winding Up. Subject (a) Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company’s business and affairs. The Operating Managing Member (or, in the Manager shall act event that there is no remaining Operating Managing Member or the Operating Managing Member has dissolved, become bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Members (the Operating Managing Member or such other Person being referred to herein as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a the “Liquidator”). The Liquidators ) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants take full account of the Company’s assets, liabilities and operations through property, and the last day of Company property shall be liquidated as promptly as is consistent with obtaining the calendar month fair value thereof, and the proceeds therefrom (which may, to the extent determined by the Operating Managing Member, include shares in which the dissolution occurs or Parent) shall be applied and distributed in the final liquidation is completed, as applicable;following order: (bi) First, to the Liquidators shall pay, satisfy or discharge from satisfaction of all of the Company’s fundsdebts and liabilities to creditors, or otherwise make adequate provision for payment and discharge thereof (including, without limitationincluding the Operating Managing Member, the establishment of a cash fund for contingent, conditional Parent and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors any other than the Members in satisfaction of the liabilities of the Company Special Member (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and secondincluding, all of the debtsbut not limited to, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity amounts due as Members pursuant to this Agreement)reimbursements under Section 7.4 hereof; and (cii) following any payments pursuant Second, subject to the foregoing Section 14.02(b)terms of any Unit Designation, all remaining assets of the Company shall be distributed balance, if any, to the Members Holders in accordance with Section 4.01(a) and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. Liquidating distributions shall be made by the end of the Taxable Year during which the taxable year of such liquidation of the Company occurs (or, if later, by within ninety (90) days after the date of the such liquidation) in accordance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). The distribution Operating Managing Member shall not receive any compensation for any services performed pursuant to this Article 13. (b) Notwithstanding the provisions of cash and/or property Section 13.2(a) hereof that require liquidation of the assets of the Company, but subject to the Members order of priorities set forth therein, if prior to or upon dissolution of the Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including liabilities to Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of this Section 14.02 13.2(a) hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and Section 14.03 below shall constitute a complete return be subject to such conditions relating to the Members disposition and management of their Capital Contributions, a complete distribution such properties as the Liquidator deems reasonable and equitable and to any agreements governing the Members operation of their interest such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Company and all of the Company’s property and shall constitute a compromise to which all Members have consented is “liquidated,” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the Delaware Act. To Holders that have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the Operating Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article 13 may be: (i) distributed to a trust established for the benefit of the Operating Managing Member returns funds and the Holders for the purpose of liquidating Company assets, collecting amounts owed to the Company, it has no claim against and paying any other contingent or unforeseen liabilities or obligations of the Company or of the Operating Managing Member arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the Operating Managing Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for those fundsCompany liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 13.2(a) hereof as soon as practicable.

Winding Up. Subject A. Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members. After the occurrence of a Liquidating Event, no Member shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on dissolution the winding up of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”)'s business and affairs. The Liquidators Managing Members (or, in the event that there is no remaining Managing Member, any Person elected by a Majority in Interest of the Non-Managing Members (the Managing Members or such other Person being referred to herein as the "Liquidator")) shall proceed diligently to wind be responsible for overseeing the winding up the affairs and dissolution of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as an expense take full account of the Company. Until final distribution's liabilities and property, and the Liquidators shallCompany property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the fullest extent permitted determined by applicable LawPPRP, continue include shares of stock in PPRP) shall be applied and distributed in the following order: (1) First, to operate the properties satisfaction of the Company with all of the power Company's debts and authority of the Manager. The steps to be accomplished by the Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in and their Assignees (whether by payment or the making of reasonable provision for payment thereof); (2) Second, to the satisfaction of the liabilities all of the Company Company's debts and liabilities to the Managing Members (whether by payment or the making of reasonable provision for payment thereof); (3) Third, to the satisfaction of all of the Company's debts and liabilities to the other Members and any Assignees incurred with the consent of the Managing Members (whether by payment or the making of reasonable provision for payment thereof), including pro rata based upon the amount of the debts and liabilities owing to the respective Member or Assignee; and (4) The balance, if any, to the Members and any Assignees in accordance with and proportion to their positive Capital Account balances, after giving effect to all expenses incurred contributions, distributions and allocations for all periods, but in connection with no event shall the liquidations; and secondNon-Managing Member receive a distribution in excess of its initial Capital Contribution. B. Notwithstanding the provisions of Section 13.2.A hereof that require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company the Liquidator determines that an immediate sale of part or all of the debtsCompany's assets would be impractical or would cause undue loss to the Members, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities and obligations of the Company (including to those Members as creditors) and/or distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2.A hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Members, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. C. In the event that the Company is "liquidated" within the meaning of Regulations Section 1.704-1(b) (2)(ii)(g), distributions shall be made pursuant to this Article 13 to the Members and Assignees that have positive Capital Accounts in compliance with Regulations Section 1.704-1(b) (2)(ii)(b) (2) to the extent of, and in proportion to, their positive Capital Account balances. If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the Managing Members (other than any payments or the Liquidator, a pro rata portion of the distributions owed that would otherwise be made to such Members in their capacity as the Members pursuant to this Agreement); and Article 13 may be withheld or escrowed to provide a reasonable reserve for Company liabilities (ccontingent or otherwise) following and to reflect the unrealized portion of any payments pursuant installment obligations owed to the foregoing Section 14.02(b)Company, all remaining assets of the Company provided that such withheld or escrowed amounts shall be distributed to the Members in accordance with the manner and order of priority set forth in Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute 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 funds13.2.A hereof as soon as practicable.

Winding Up. Subject Upon the occurrence of a Liquidating Event, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members. No Manager, Officer or Member shall take any action that is inconsistent with, or not necessary to Section 14.05or appropriate for, on the winding up of the Company’s business and affairs. Such Managers and Officers as remain after the occurrence of a Liquidating Event shall continue to have the same relative duties and authority as existed prior to the occurrence of a Liquidating Event, subject to the requirements of the preceding sentence, and the Board of Managers (or, if there are no Managers remaining, the senior Officer) shall have the authority to delegate the duties and authority of any Officers’ positions then vacant to any other Officers. The senior Officer remaining (or, in the event there are no Officers remaining, any Person selected by the Class A Members) shall be responsible for overseeing the winding up and dissolution of the Company and shall take full account of the Company’s liabilities and the Property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof but in any case by the later of (x) the end of the Company taxable year in which such Liquidating Event occurred or (y) the date ninety (90) days after such Liquidating Event occurred, and the proceeds therefrom, to the extent sufficient, shall be applied and distributed, subject to any reasonable reserves maintained for contingent or other obligations of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “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 an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as followsfollowing order: (a) as promptly as possible after dissolution and again after final liquidation, the 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 the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of to the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all ) of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property debts and shall constitute a compromise liabilities to which creditors other than Members; (b) second, to the satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds Company’s debts and liabilities to the CompanyMembers; (c) third, it has no claim against any other Member for those fundsas provided in Section 5.1(b).