Common use of Winding Up Clause in Contracts

Winding Up. 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 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 Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Eventan Event of Dissolution, the Company Fund shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; and no . No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the CompanyFund’s business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has Fund Assets have been distributed pursuant to this Section 10.2 12.2 and Articles the Certificate of Dissolution have Formation has been filed pursuant to canceled in accordance with the Act. The Liquidator Either the Manager or a Person appointed by the Manager or, if the Manager does not so act or appoint someone within a reasonable period of time, a Person appointed by a Majority of the Shares (the “Liquidating Trustee”) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Fund, shall take full account of the CompanyFund’s liabilities Liabilities and Property assets, shall cause the Fund Assets to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the Property or the net proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except distributed as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Article 5 of this Agreement. In the event that the Liquidating Trustee determines that a particular Fund Asset cannot be sold on terms which are acceptable to the Liquidating Trustee in the Liquidating Trustee’s sole discretion, after giving effect the Liquidating Trustee may have such particular Fund Asset appraised and may distribute such Fund Asset in-kind to all contributions, distributions and allocations for all periodsone or more Members.

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 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 Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Governors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 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 Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Governors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 EventEvent (unless the Company is reconstituted pursuant to Section 12.1 (b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Manager or 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. Notwithstanding any provision ; provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Managers and Members until such time as the Property has Properties have been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event or within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 12.1(b) hereof, as the case may be. The Liquidator shall take full account of the Company’s liabilities and Property Properties and shall cause the Property Properties or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.10), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.:

Winding Up. 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 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 Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 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 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the 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 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; Partners and no Member Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s Partnership's business and affairs. Notwithstanding any provision , provided that, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members Partners until such time as the Property property of the Partnership has been distributed pursuant to this Section 10.2 13.02 and Articles of Dissolution have the Partnership has been filed pursuant to the Actterminated. The Liquidator General Partner, or, upon the occurrence of a Liquidating Event specified in Section 13.01(b) or 13.01(d), a Person elected by the Limited Partners holding at least -3/4 of the Percentage Interests of all Limited Partners, or, upon the occurrence of a Liquidating Event specified in Section 13.01(d) after or as a result of which Liquidating Event there is no remaining General Partner, a Person elected by all of the Partners, shall be responsible for overseeing the prompt and orderly winding up and dissolution of the CompanyPartnership (the General Partner or any other Person elected pursuant to this Section 13.02 to wind up the affairs of the Partnership being referred to as the "LIQUIDATOR"). The Not later than 90 days after the date on which the Liquidating Event occurred, (i) the Liquidator shall cause the Partnership to assign all of its right, title and interest, free and clear of any Liens, to all of the technologies owned by the Partnership to an entity which shall be jointly owned by Danavox and ReSound, which entity shall be obligated to grant to each of Danavox and ReSound royalty-free, perpetual, non-exclusive, worldwide licenses to all such technology and (ii) the Liquidator shall take full account of the Company’s Partnership's liabilities and Property assets (other than the assets referred to in (i) immediately above) and shall cause such assets to be sold to AL1 (at a price that shall not be less than the Property or fair market value that could be obtained by selling such assets to a third party) and the General Partner shall cause the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.:

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company Partnership shall continue solely for the purposes of winding up its affairs and those of LeasingCo in an orderly manner, liquidating its assets and those of LeasingCo, and satisfying the claims of its creditors and Members; Partners, and no Member neither Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s Partnership's business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Partnership's Property has been distributed pursuant to this Section 10.2 15.2 and Articles the Certificate has been canceled in accordance with the Act; provided that upon the occurrence of Dissolution have been filed the event described in Section 15.1(a)(iv), the Partners shall be released from all obligations under this Agreement except (i) as otherwise provided in Section 6.5, (ii) any obligations or liabilities arising out of a breach of this Agreement or pursuant to Section 5.4, and (iii) any obligations or liabilities based on events occurring, arising or maturing prior to the Actdate that such event occurred. The Managing Partner, or, if the Managing Partner caused the Liquidating Event through conduct that constituted a breach of this Agreement, the other Partner, shall act as liquidator (the "Liquidator") to wind up the Partnership. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Partnership, shall take full account of the Company’s Partnership's liabilities and Property, shall cause the Partnership's Property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.:

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 '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 10.2 and Articles any articles of Dissolution dissolution or similar document 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 Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Joint Sales Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Joint Sales Company is reconstituted pursuant to Section 12.1(b) hereof), the Joint Sales Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets 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 Joint Sales Company’s 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Joint Sales Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event and within ninety (90) days after the last day on which the Joint Sales Company may be reconstituted pursuant to Section 12.1(b) hereof, as applicable. The Liquidator shall take full account of the Joint Sales Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.10 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.:

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement10.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (iiic) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 10.2 and Articles Certificate 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 Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Managers who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of (i) a Dissolution EventLiquidating 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 12.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets 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 's business and affairs. Notwithstanding any provision , provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Operating Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Operating Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Liquidating Event and within eighty-nine (89) days after the last day on which the Company may be reconstituted pursuant to Section 12.1(b) hereof. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.9 hereof), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.:

Winding Up. 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 '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 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 Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 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. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, . after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon Except as otherwise provided in Section 14.2, upon the occurrence happening of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of conduct no business nor engage in any activity that is not necessary or appropriate to winding up its business and liquidating, and shall proceed promptly to wind up its affairs in an orderly manner, liquidating to liquidate its assets and satisfying assets, to satisfy the claims of its creditors and Members; Partners, 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 distribute its remaining assets 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 10.2 and Articles of Dissolution have been filed pursuant to the Actits Partners. The Liquidator General Partner shall be responsible for overseeing supervising the prompt and orderly winding up and dissolution liquidation and shall dispose of the Company's property as promptly as is consistent with obtaining its fair market value. In the discretion of the General Partner, a 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 assets, collecting amounts owed to the Company, or paying contingent or unknown liabilities of the Company. The Liquidator Any amounts so withheld or distributed to a trust shall take full account be distributed to the Partners from time to time as the General Partner deems it to be practicable in the 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) at the end of the Company’s liabilities and day immediately prior to the date of any Distribution of the proceeds of the disposition of the Company Property and shall cause the Property or other assets of the proceeds from the sale thereof (as determined Company pursuant to Section 10.8 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 (ii) of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; sentence and (ii) secondfor any Liquidation Year, except 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 provided a Distribution if all 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 their terms, and the net assets of the Company were distributed in this Agreementfull to the Partners pursuant to Sections 6.1.1 (other than clause (b) thereof) and 6.1.2, to Members in satisfaction all as of liabilities for such day, computed after the distributions pursuant to Section 6.1 have been made for the Act; (iii) third, the balance, if any, period ending on such day and taking into account any required reduction in a Distribution pursuant to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods6.3.

Winding Up. 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 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 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 EventEvent (unless the Company is reconstituted pursuant to Section 14.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets 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 the winding-up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree provided, however, that all covenants contained in this Amended Agreement and obligations set forth provided for in this Amended Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding winding-up and dissolution of the Company, which winding-up and dissolution shall be completed no later than ninety (90) days after the later of (i) the occurrence of the Dissolution Event and (ii) the last day on which the Company may be reconstituted pursuant to Section 14.1(b) hereof. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement14.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.:

Winding Up. 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 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 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 EventEvent (unless the Company is reconstituted pursuant to Section 14.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets 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 the winding-up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree provided, however, that all covenants contained in this Amended Agreement and obligations set forth provided for in this Amended Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding winding-up and dissolution of the Company, which winding-up and dissolution shall be completed no later than ninety (90) days after the later of (i) the occurrence of the Dissolution Event and (ii) the last day on which the Company may be reconstituted pursuant to Section 14.1(b) hereof. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement14.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.:

Winding Up. 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 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 Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Governors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Eventan Event of Termination, the Company Fund shall continue solely for be dissolved and wound-up. In connection with the purposes of winding up its affairs in an orderly manner, liquidating its assets dissolution 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 winding-up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contraryFund, the Members acknowledge and agree that Manager or, if there is no Manager, a liquidator or other representative (the “Liquidation Representative”) appointed by a Majority in Interest shall proceed with the sale or liquidation of 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 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 Liquidator shall take full account assets of the Company’s liabilities and Property Fund (including the conversion to cash or cash equivalents of its notes or accounts receivable) and shall cause the Property or apply and distribute the proceeds from the of such sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, or liquidation in the following orderorder of priority, unless otherwise required by mandatory provisions of applicable law: (i) first, to creditors pay (including Members and Directors who are creditors, or to make provision for payment of) all expenses of the extent otherwise permitted by law) liquidation in satisfaction of all obligations of the Company’s Debts and other liabilities (whether by payment or the making Fund for such expenses of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been madeliquidation; and (ii) second, except as to pay (or to make provision for the payment of) all creditors of the Fund (including Members who are creditors of the Fund) in the order of priority provided in this Agreementby law or otherwise, to Members in satisfaction of all debts, liabilities for distributions pursuant to or obligations of the ActFund due such creditors; (iii) third, to the balanceestablishment of any reserve which the Manager or the Liquidation Representative, if anyas the case may be, may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Fund (such reserve may be paid over by the Manager or the Liquidation Representative to an escrow agent acceptable to the Manager or 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 Manager or the Liquidation Representative for distribution of the balance in the manner hereinafter provided in this Section 12.2); and (iv) fourth, after the payment (or the provision for payment) of all debts, liabilities and obligations of the Fund in accordance with each of the clauses above, to the Unit Holders Members or their legal representatives in accordance with the positive balance balances in their respective Capital Accounts, after taking into account all adjustments to 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods, no later than the end of the fiscal year in which the Event of Termination occurs or, if later, within ninety (90) days after the date of the liquidation of the Fund.

Winding Up. Upon the occurrence of (i) a Dissolution EventLiquidating 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 12.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets 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. Notwithstanding any provision ; provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up shall be completed within ninety (90) days of the occurrence of the Liquidating Event and within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 12.1(b) hereof. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.:

Winding Up. (a) Upon the occurrence dissolution of a Dissolution Eventthe Company, 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 . No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision ; provided that, except as otherwise expressly provided herein, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as all of the Property has assets or the proceeds from the sale thereof have been distributed pursuant to this Section 10.2 9.2(a) and Articles of Dissolution have the Company has been filed pursuant to the Actterminated. The Liquidator 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 be the "liquidating trustee" of the Company and shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Company and shall take full account of the Company’s 's liabilities and Property Property, and shall cause the Property or shall be liquidated as promptly as is consistent with obtaining the fair market value thereof, and the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to therefrom shall be applied and distributed, to the maximum extent permitted by law, distributed in the following order, subject to any different requirements of law: (i) first, to the satisfaction of creditors (of the Company, including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (, whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, any to the Unit Holders 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 outstanding principal (including, in 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 positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) Approved Plan of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periodsLiquidation.

Winding Up. 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 of this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 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 Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Governors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 1.6 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 EventEvent (unless the Company is reconstituted pursuant to Section 12. 1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets 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 's business and affairs. Notwithstanding any provision , provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within sixty (60) days of the occurrence of the Dissolution Event and within ninety (90). days after the-last day on which the Company may be reconstituted pursuant to Section 12. l(b) hereof The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.10 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.:

Winding Up. Upon (i) the occurrence of a Dissolution EventLiquidation 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 13.1(b)), 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, or not necessary to or appropriate for, with the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided, however, that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 13.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within (in the case of clause (i) above) ninety (90) days of the occurrence of the Liquidation Event or (in the case of clause (ii) above) within ninety (90) days after the last day of the Reconstitution Period. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale or other realization thereof (as determined pursuant to Section 10.8 of this Agreementincluding drawing on the Demand Notes and assigning all or any assignable rights under any Transaction Documents), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.:

Winding Up. 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 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 Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Managers who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement10.9 hereof), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 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. Notwithstanding any provision ; provided, however, that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and Articles of Dissolution the Certificate have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (iiic) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods. The Liquidator may establish a reasonable reserve for Company liabilities (contingent or otherwise) and withhold the amount in such reserve from distribution to the Members.

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and Articles of Dissolution the Certificate have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.;

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and Articles a statement of Dissolution have dissolution has 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 Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement10.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if anySecond, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Cii)(c) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periodsperiods (c) Third, to the Unit Holders, pro rata based upon the respective number of Units held by such Unit Holders.

Winding Up. 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 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 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree provided that all covenants contained in this Operating Agreement and obligations set forth provided for in this Operating Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 11.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement11.6), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether whether- by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to Members under Section 18-601 or 18-604 of the Act; (iiib) thirdSecond, to Members who are creditors in satisfaction of all of the balanceCompany's Debts and liabilities to such Members as creditors, to the extent not otherwise satisfied under paragraph (a) above; (c) Third, to the holders of Class B Preferred Shares, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making terms thereof; (d) Fourth, to the required adjustment set forth in clause (ii)(C) holders of the definition Class A Preferred Shares, to the extent of Gross Asset Value an amount equal to the aggregate of the Liquidation Preferences of all outstanding Class A Preferred Shares; and (e) Fifth, 93.457943% (or such other percentage as may be determined in accordance with Section 1.10 3.8) to the holders of this AgreementCommon Shares and 6.542057% (or such other percentage as may be determined in accordance with Section 3.8) to holders of Class A Preferred Shares, such amounts being shared equally, within each class, Share for Share alike, provided that after giving effect to all contributionsthe Recapitalization Date, distributions and allocations under this Section 11.2(e) shall be made 100% to the Common Shares, Share for all periods.Share alike. 11.3

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the 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 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon (a) In the occurrence event that an Event of a Dissolution EventTermination shall occur, then the Company shall continue solely for the purposes of winding up be liquidated and 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 be wound up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, by 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 in accordance with Section 10.2 and Articles 18-803 of Dissolution have been filed pursuant to the Act. The Liquidator All proceeds from such liquidation shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: distributed (i) first, to creditors (creditors, including Members and Directors who are creditors, creditors to the extent otherwise permitted required by applicable law) , in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof)Company liabilities, other than liabilities for which reasonable provision for payment has been made; and (ii) second, except to the Members in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable period of the Company during which the liquidation of the Company occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable period (or, if later, within 90 days after said date of such occurrence). Distributions under this Section 10.2(a)(ii) shall be made to each Member by first, distributing any remaining assets of the Company that such Member contributed, or as a successor in interest is considered to have contributed consistent with Treasury Regulation Section 1.704-3(a)(7), to the Company as a capital contribution (“Member Directly Contributed Assets”), and any remaining assets that are treated as substituted basis property under Treasury Regulation Section 1.704-3(a)(8)(i) as a result of having been received by the Company in an exchange or series of exchanges in which no gain or loss was recognized, or any installment note received by the Company in exchange for any of the foregoing property as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to Treasury Regulation Section 1.704-3(a)(8)(ii) (“Substituted Basis Assets” together with the Act; (iii) thirdMember Directly Contributed Assets, the balance“Member Contributed Assets”), if anyin each case prioritizing that portion of Member Contributed Assets that constitute property subject to Code Section 704(c) of such distribution before other Member Contributed Assets, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) extent of any amounts due to such Member, and second, by distributing any remaining assets of the definition Company that are not Member Contributed Assets, to the extent of Gross Asset Value any remaining amounts due to such Member. Pursuant to such liquidation and distribution, all Common Units in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periodsthe Company shall be cancelled.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; and no Member Partners. No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the CompanyPartnership’s business and affairs. Notwithstanding The General Partner (or, in the event there is no remaining General Partner, any provision Person elected by a majority in this Agreement to interest of the contrary, Limited Partners) (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 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator “Liquidator”) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Partnership and shall take full account of the CompanyPartnership’s liabilities and Property Property. The Liquidator may sell any or all Partnership Property, including to Partners, and any resulting gain or loss from each sale shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), be computed and allocated to the extent sufficient thereforPartners in accordance with the provisions of ARTICLE 3 and make final distributions as provided herein and in the Act. With respect to all Partnership Property that has not been sold, to the fair market value of that Property shall be determined and the unrealized income, gain, loss, and deduction inherent in Property shall be allocated among the Partners as if there were a taxable disposition of that Property for the fair market value of that Property on the date of distribution. Partnership Property shall be applied and distributed, to the maximum extent permitted by law, distributed in the following order: (ia) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction payment and discharge of all of the CompanyPartnership’s Debts debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), to creditors other than the General Partner; (b) Second, to the payment and discharge of all of the Partnership’s debts and liabilities for which reasonable provision for payment has been madeto the Partners; and (iic) secondThereafter, except as provided in this Agreement, to Members in satisfaction of liabilities for any remaining distributions pursuant shall be made to the Act; (iii) third, the balance, if any, to the Unit Holders Partners in accordance with the 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 Interests. No General Partner shall receive any additional compensation for any services performed pursuant to this ARTICLE 11. Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods11.3.

Winding Up. 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 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 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree ; provided that all covenants contained in this Operating Agreement and obligations set forth provided for in this Operating Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 11.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement11.6), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors Managers who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and (ii) second, except as provided in this Agreement, liabilities for distribution to Members in satisfaction under Section 18-601 or 18-604 of liabilities for distributions pursuant to the Act; (iiib) third, the balance, if anySecond, to the Unit Holders holder of Class A Preferred, an amount equal to the greater of (i) the lesser of (A) such Class A Preferred's Liquidation Preference, plus all accrued and unpaid distributions to the date fixed for such distribution that have not yet been included in accordance with the positive balance in their Capital Accounts calculated after making Liquidation Preference or (B) the required adjustment set forth in clause net assets of the Company or (ii)(Cii) the sum of three percent (3%) of the definition net fair market value of Gross Asset Value the Company plus the amount of all accrued quarterly distributions that have not been paid in Section 1.10 cash (including those reflected in the Liquidation Preference) to the date fixed for such distribution. (c) Third, to the holders of this AgreementClass B Preferred, after giving effect an amount per Share equal to such Class B Preferred's Liquidation Preference, plus all contributionsaccrued and unpaid distributions to the date fixed for such distribution (if the assets legally available to be distributed to the holders of the Class B Preferred are insufficient to permit the payment to such holders of their full preferential amount, distributions the assets legally available to be distributed shall be distributed ratably among the holders of Class B Preferred in proportion to the full preferential amount each such holder is otherwise entitled to receive); and allocations (d) Fourth, to the holders of Common Shares all remaining amounts shared equally, Share for all periods.Share. 11.3

Winding Up. Upon the occurrence of a Dissolution Eventan Event of Dissolution, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; and no Member . No Person 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. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has Company Assets have been distributed pursuant to this Section 10.2 11.2 and Articles the Certificate of Dissolution have Formation has been filed pursuant to canceled in accordance with the Act. The Liquidator Either the Managing Member or a Person appointed by the Managing Member or, if the Managing Member does not so act or appoint someone within a reasonable period of time, a Person appointed by a Majority of the WL3 Units (the “Liquidating Trustee”) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator , shall take full account of the Company’s liabilities and Property assets, shall cause the Company Assets to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the Property or the net proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except distributed as provided in Article 5 of this Agreement, to Members in satisfaction of liabilities for distributions pursuant . In the event that the Liquidating Trustee determines that a particular Company Asset cannot be sold on terms which are acceptable to the Act; (iii) thirdLiquidating Trustee in the Liquidating Trustee’s sole discretion, the balanceLiquidating Trustee may have such particular Company Asset appraised and may distribute such Company Asset in-kind to one or more Members; provided, if anyhowever, that on an overall basis, the total value of cash and any property distributed in kind must be distributed on a pro rata basis to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause Percentage Interests (ii)(C) regardless of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periodswhether any particular Member receives cash and/or such property).

Winding Up. 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 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 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Class A Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the 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 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 '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 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 Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. 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 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 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement10.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (iiic) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; Partners, and no Member Partner shall take any action with respect to the Partnership that is inconsistent with, or not necessary to or appropriate for, with the winding up of the Company’s Partnership's business and affairs. Notwithstanding any provision ; provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members Partners until such time as the Partnership Property has been distributed pursuant to this Section 10.2 11.1 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator General Partner or if there is no General Partner, the Person appointed by the unanimous consent of the Limited Partners (the General Partner or such Person, the "Liquidating Trustee") shall be responsible for overseeing the prompt and orderly winding up and dissolution of the CompanyPartnership. On the occurrence of a Liquidating Event, the value of the Partnership's assets shall be determined in accordance with Section 10.1, the Gross Asset Values of all Partnership Property shall be adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value as of the Liquidation Measurement Date and any Profits or Losses of the Partnership shall be allocated among the Partners as of such Liquidation Measurement Date in accordance with Article IV hereof. The Liquidator Liquidating Trustee shall take full account of the Company’s Partnership's liabilities and the Partnership Property and and, except as otherwise provided in Section 11.2, shall cause cause, as soon as reasonably practicable, the Partnership Property or the proceeds from the sale or disposition thereof (as determined pursuant to Section 10.8 of this Agreement11.5), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by lawany applicable Legal Requirement and notwithstanding anything in this Agreement to the contrary, in the following order: order (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.without duplication):

Winding Up. Upon the occurrence of a Dissolution Eventan Event of Termination, the Company shall continue solely for be dissolved and wound-up. In connection with the purposes of winding up its affairs in an orderly manner, liquidating its assets dissolution 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 winding-up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that Manager or, if there is no Manager, a liquidator or other representative (the “Liquidation Representative”) appointed by a Majority in Interest shall proceed with the sale or liquidation of 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 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 Liquidator shall take full account assets of the Company’s liabilities and Property Company (including the conversion to cash or cash equivalents of its notes or accounts receivable) and shall cause the Property or apply and distribute the proceeds from the of such sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, or liquidation in the following orderorder of priority, unless otherwise required by mandatory provisions of applicable law: (i) first, to creditors pay (including Members and Directors who are creditors, or to make provision for payment of) all expenses of the extent otherwise permitted by law) liquidation in satisfaction of all obligations of the Company’s Debts and other liabilities (whether by payment or the making Company for such expenses of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been madeliquidation; and (ii) second, except as to pay (or to make provision for the payment of) all creditors of the Company (including Members who are creditors of the Company) in the order of priority provided in this Agreementby law or otherwise, to Members in satisfaction of all debts, liabilities for distributions pursuant to or obligations of the ActCompany due such creditors; (iii) third, to the balanceestablishment of any reserve which the Manager or the Liquidation Representative, if anyas the case may be, may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company (such reserve may be paid over by the Manager or the Liquidation Representative to an escrow agent acceptable to the Manager or 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 Manager or the Liquidation Representative for distribution of the balance in the manner hereinafter provided in this Section 12.2); and (iv) fourth, after the payment (or the provision for payment) of all debts, liabilities and obligations of the Company in accordance with each of the clauses above, to the Unit Holders Members or their legal representatives in accordance with Section 6.2(b), no later than the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) end of the definition fiscal year in which the Event of Gross Asset Value in Section 1.10 Termination occurs or, if later, within ninety (90) days after the date of this Agreement, after giving effect to all contributions, distributions and allocations for all periodsthe liquidation of the Company.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets 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, or not necessary to or appropriate for, with the winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree ; provided that all covenants contained in this LLC Agreement and obligations set forth provided for in this LLC Agreement shall continue to be fully binding upon the Members until such time as the Company Property has been distributed pursuant to this Section 10.2 12.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the LLC Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. On the occurrence of a Liquidating Event, the Gross Asset Values of all of the Company's assets shall be adjusted to equal their respective Xxxx-to-Market Values as of the Xxxx-to-Market Measurement Date and any Net Income, Gross Income, Net Losses and other items of income, loss, deduction, gain and credit of the Company shall be allocated among the Members as of such Xxxx-to-Market Measurement Date in accordance with Article IV. The Liquidator shall take full account of the Company’s 's liabilities and Company Property and shall and, except as otherwise provided in Section 12.3, shall, within 75 days of the occurrence 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 the Company Property or the proceeds from the sale or disposition thereof (as determined pursuant to Section 10.8 of this Agreement12.9), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by lawApplicable Law and notwithstanding anything in this LLC Agreement to the contrary, in the following order: order (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.without duplication):

Winding Up. Upon the occurrence of (i) a Dissolution Event or (h) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 12.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets 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 's business and affairs. Notwithstanding any provision , provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within sixty (60) days of the occurrence of the Dissolution Event and within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 12. 1 (b) hereof The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12. 10 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (other than the Manager but including other Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts 's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, to the Manager, in its capacity as a creditor of the Company, in satisfaction of all of the Company's debts and liabilities (whether by payment or the making of reasonable provision for payment has been madethereof); and (iic) secondThird, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Sections 18-601 or 18-604 of the Act; and (iiid) third, the The balance, if any, to the Unit Holders Members in accordance with the 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 AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods.. Except as provided in Section 12.9, no Member or Manager shall receive additional compensation for any services performed pursuant to this Section 12. The Manager understands and agrees that by accepting the provisions of this Section 12.2 setting forth the priority of the distribution of the assets of the Company to be made upon its liquidation, the Manager expressly waives any right which it, as a creditor of the Company, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Company in connection with a distribution of assets of the Company in satisfaction of any liability of the Company, and hereby subordinates to said creditors any such right. 12.3

Winding Up. 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 of this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 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 Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Governors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 1.6 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of (i) a Dissolution EventLiquidating 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 9.02), 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. Notwithstanding any provision , provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has assets of the Company have been distributed pursuant to this Section 10.2 9.04 or to a trust as contemplated by Section 9.05 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Delaware Act. The Liquidator Liquidating Member shall be responsible for for, as promptly as possible, but in an orderly and businesslike and commercially reasonable manner, overseeing the prompt and orderly 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 occurrence of the Liquidating Event and within ninety (90) days (or such longer period as may 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 Liquidator Liquidating Member shall take full account of the Company’s liabilities and Property assets and shall cause the Property Company’s assets or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.:

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (iiic) third, the balance, if anyThird, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods, and (d) Fourth, the balance, if any, to the Unit Holders in proportion to the number of Units held relative to the total number of Units outstanding.

Winding Up. Upon If the occurrence of a Dissolution EventCompany is dissolved and its affairs are to be wound up, the Company shall continue solely for the purposes purpose of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; members and no Member member shall take any action that is inconsistent with, with or not necessary to or appropriate for, for winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has Company's property and assets have been distributed pursuant to this Section 10.2 Agreement and Articles the Certificate of Dissolution have Cancellation has been filed pursuant to with the ActState of Delaware. The Liquidator Board shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator , shall take full account of the Company’s 's liabilities and Property property, shall cause the property 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 Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient thereforthereof, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: (i) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction payment and discharge of all of the Company’s Debts 's debts and other liabilities (whether to creditors, including any loans advanced by payment or the making members and all costs related to the dissolution, winding up, and liquidation and distribution of reasonable provision assets; Second, to the establishment of such reserves as may reasonably be determined by the Board to be necessary to provide for payment thereof), other than liabilities for which reasonable provision for payment has been madethe Company's contingent liabilities; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the The balance, if any, to the Unit Holders members, in accordance with proportion to the members' respective positive balance balances 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 AgreementAccounts, after giving effect to all contributions, distributions and allocations and adjustments for all periodsthe Company's taxable year during which the liquidation occurs. Notwithstanding anything to the contrary contained herein, no member shall have an obligation to restore a negative balance in its Capital Account (or a Deficit Capital Account) upon winding up and dissolution of the Company.

Winding Up. (a) Upon the occurrence dissolution of a Dissolution Eventthe Company, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating distributing its assets and satisfying the claims of its creditors and Members; and no . 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. Notwithstanding any provision ; provided that, except as otherwise expressly provided herein, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as all of the Property has assets or the proceeds from the sale thereof have been distributed pursuant to this Section 10.2 9.02(a) and Articles of Dissolution have the Company has been filed pursuant to the Actterminated. The Liquidator Person(s) elected unanimously by the Board of Managers, or, failing election within thirty (30) days following dissolution, such Person(s) as may be appointed by a court upon application by a Member (the Person(s) being referred to herein as the “Liquidator”), shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Company and shall take full account of the Company’s liabilities Liabilities and Property Property, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to shall be applied and distributed, to the maximum extent permitted by law, distributed in the following orderorder of priority, subject to any different requirements of law: (i) first, to creditors (including Members the payment and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction discharge of all of the Company’s Debts and other liabilities Liabilities to creditors, including Members who are creditors (whether by payment or by establishment of reserves in such amounts as may be reasonably determined by the making of reasonable provision for payment thereofLiquidator), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) thirdthereafter, the balance, if anyany (the “Residual Amount”), to Members with positive Capital Account balances, pro rata in accordance with such Capital Account balances. The Liquidator shall, as promptly as possible, present to the Unit Holders Members for approval a proposed plan of liquidation containing such detail concerning the distribution of the Property, anticipated revenues from any disposition of any Property, 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 all Members with a Class A Ownership Percentage equal to twenty-five percent (25%) or more is called the “Approved Plan of Liquidation.” The Liquidator shall effect the liquidation of the Company substantially in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) Approved Plan of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periodsLiquidation.

Winding Up. 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 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. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth 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 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Class A Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the 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 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets 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, or not necessary to or appropriate for, with the winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree ; provided that all covenants contained in this LLC Agreement and obligations set forth provided for in this LLC Agreement shall continue to be fully binding upon the Members until such time as the Company Property has been distributed pursuant to this Section 10.2 12.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the LLC Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. On the occurrence of a Liquidating Event, the Gross Asset Values of all of the Company’s assets shall be adjusted to equal their respective Xxxx-to Market Values as of the Xxxx-to-Market Measurement Date and any Net Income, Gross Income, Net Losses and other items of income, loss, deduction, gain and credit of the Company shall be allocated among the Members as of such Xxxx-to-Market Measurement Date in accordance with Article IV. The Liquidator shall take full account of the Company’s liabilities and Company Property and shall and, except as otherwise provided in Section 12.3, shall, within 75 days of the occurrence 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 the Company Property or the proceeds from the sale or disposition thereof (as determined pursuant to Section 10.8 of this Agreement12.9), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by lawApplicable Law and notwithstanding anything in this LLC Agreement to the contrary, in the following order: order (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods.without duplication):

Winding Up. Upon the occurrence of (a) a Dissolution Event or (b) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 11.1(b)), 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 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the all Property has been distributed pursuant to this Section 10.2 11.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) calendar days of the occurrence of the Dissolution Event or within ninety (90) calendar days after the last day on which the Company may be reconstituted pursuant to Section 11.1(b), as applicable. The Liquidator shall take full account of all liabilities of the Company’s liabilities Company and all Property and shall cause the such Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement11.9), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by lawApplicable Law, in the following order: (i) first( *c)FIRST, to creditors (including including, but not limited to, Members and Directors Managers who are creditors, to the extent otherwise permitted by lawApplicable Law) in satisfaction of all Debt and other liabilities of the Company’s Debts , including, without limitation, any claims and other liabilities obligations as required by Section 18- 804(b) of the Act (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been mademade and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; and (ii) second( *d)SECOND, except as provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions pursuant to distribution under Sections 18- 601 or 18-604 of the Act; (iii) third, the balance, if any( *e)THIRD, to the Unit Holders Members in accordance with proportion to and to the extent of the 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 Agreement, after giving effect to all contributions, distributions and allocations for all periods; and ( *f)FOURTH, to the Members in proportion to their Percentage Interests. ( (No Member or Manager shall receive additional compensation for any services performed pursuant to this Article XI. ( (SECTION 11.3.

Winding Up. Upon the occurrence dissolution of a Dissolution Eventthe Company, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; and no Member . No Member, Director, or officer shall take any action on behalf of the Company that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding The Board of Directors (or, in the event there is no remaining Director, any provision in this Agreement person elected by Members holding a Majority of the Units entitled 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 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator vote thereon) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Company and shall take full account of the Company’s 's liabilities and Property property. The Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to shall be applied and distributed, to the maximum extent permitted by law, distributed in the following order: (i) first, to creditors (including Members the payment and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction discharge of all of the Company’s Debts 's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been madeto creditors including creditors who are also Members; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) thirdthereafter, the balance, if any, to the Unit Holders Members in accordance proportion to their ownership of the Units or, if there is more than one class or series of Units, among the classes and series in a manner consistent with the positive balance relative preferences, designations, rights, privileges, powers, restrictions, limitations, and qualifications thereof and (within each such class or series) in proportion to their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) ownership of the definition Units of Gross Asset Value such class or series. In the discretion of the Board of Directors or other person in Section 1.10 charge of winding up, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article 10.2 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 arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members, from time to time, in the reasonable discretion of the Board of Directors or other person in charge of winding up, in the same proportions among the Members as such amount would have been distributed directly from the Company pursuant to this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution EventEvent (unless the Partnership is not to be wound up pursuant to Section 12.1 hereof), the Company Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; Partners and no Member Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s Partnership's business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants covenants' and obligations set forth this in Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed pursuant to cancelled in accordance with the Act. The Liquidator General Partner (or any Person (other than an Ineligible Person) that may be appointed by Investor, in the event (i) there is no remaining General Partner, or (b) the Partnership is dissolved as the result of a dissolution event described in Section 12.1(c), 12.1(e) (other than an event described in Section 12.1(e) hereof that did not violate Section 11.1 hereof) or 12.1(f) hereof and the General Partner has not made the distributions required by this Section 12.2 within seventy-five (75) Business Days after the Dissolution Event Date with respect to such event) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Partnership, shall take full account of the Company’s Partnership's liabilities and Property, shall cause the Property to be liquidated, subject to Section 5.3(l)(ii) hereof, as promptly as is consistent with obtaining the fair value thereof unless it elects to make distributions of all or any part of the Property in kind and except as otherwise provided in this Section 12.2, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: (ia) firstFirst, to creditors (other than the General Partner but including Members and Directors Limited Partners who are creditors, to the extent otherwise permitted by law) , in satisfaction of all of the Company’s Debts Partnership's debts and other liabilities (including without limitation any accrued but unpaid fee under the Fee Agreement) (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for or payment has been made; made and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to Partners under sections 17-601 or 17-604 of the Act; (iiib) thirdSecond, to Investor in an amount equal to its accrued, unpaid Investor Guaranteed Payment; (c) Third, to the General Partner, in its capacity as a creditor of the Partnership, in satisfaction of all of the Partnership's debts and liabilities (whether by payment or the making of reasonable provision for payment thereof) (such liabilities in no event shall include amounts distributable pursuant to Section 4.1(b) hereof); and (d) The balance, if any, to the Unit Holders Partners in accordance with the 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 AgreementAccounts, after giving effect to all contributions, distributions distributions, and allocations for all periods.. No General Partner shall receive any additional compensation for any services performed pursuant to this Section 12, other than compensation pursuant to Section 5.6(b) hereof. Each General Partner understands and agrees that by accepting the provisions of this Section 12.2 setting forth the priority of the distribution of the assets of the Partnership to be made upon its liquidation, such General Partner expressly waives any right which it, as a creditor of the Partnership, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Partnership in connection with a distribution of assets of the Partnership in satisfaction of any liability of the Partnership, and hereby subordinates to said creditors any such right. In connection with the winding up of the Partnership and the liquidation of its assets, the Schedule A Assets may be sold for their fair market value, whether or not such fair market value equals the projected value thereof on Schedule A. Unless the Partners otherwise unanimously agree, undivided interests in each item of Property and proportionate share of cash (including cash from the disposition of Property) shall be distributed to the Partners in proportion to the respective balances in the Partners' Capital Accounts as determined pursuant to Section 12.2(d) hereof. 12.3

Winding Up. Upon the occurrence of a Dissolution Eventan Event of Termination, the Company shall continue solely for be dissolved and wound-up. In connection with the purposes of winding up its affairs in an orderly manner, liquidating its assets dissolution 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 winding-up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that Manager or, if there is no Manager, a liquidator or other representative (the “Liquidation Representative”) appointed by a Majority in Interest shall proceed with the sale or liquidation of 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 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 Liquidator shall take full account assets of the Company’s liabilities and Property Company (including the conversion to cash or cash equivalents of its notes or accounts receivable) and shall cause the Property or apply and distribute the proceeds from the of such sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, or liquidation in the following orderorder of priority, unless otherwise required by mandatory provisions of applicable law: (i) first, to creditors pay (including Members and Directors who are creditors, or to make provision for payment of) all expenses of the extent otherwise permitted by law) liquidation in satisfaction of all obligations of the Company’s Debts and other liabilities (whether by payment or the making Company for such expenses of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been madeliquidation; and (ii) second, except as to pay (or to make provision for the payment of) all creditors of the Company (including Members who are creditors of the Company) in the order of priority provided in this Agreementby law or otherwise, to Members in satisfaction of all debts, liabilities for distributions pursuant to or obligations of the ActCompany due such creditors; (iii) third, to the balanceestablishment of any reserve which the Manager or the Liquidation Representative, if anyas the case may be, may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company (such reserve may be paid over by the Manager or the Liquidation Representative to an escrow agent acceptable to the Manager or 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 Manager or the Liquidation Representative for distribution of the balance in the manner hereinafter provided in this Section 12.2); and (iv) fourth, after the payment (or the provision for payment) of all debts, liabilities and obligations of the Company in accordance with each of the clauses above, to the Unit Holders Members or their legal representatives in accordance with Section 6.2(b), no later than the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) end of the definition fiscal year in which the Event of Gross Asset Value in Section 1.10 Termination occurs or, if later, within ninety (90) days after the date of this Agreementthe liquidation of the Company. At the conclusion of the winding-up and liquidation of the Company, after giving the Manager or the Liquidation Representative shall designate one or more Persons to hold the books and records of the Company (and to make such books and records available to the Members on a reasonable basis) for not less than three years following termination of the Company under the LLC Act, and execute, file and record, as necessary, a certificate of termination or similar document to effect to all contributions, distributions the termination of the Company under the LLC Act and allocations for all periodsother applicable laws.