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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (tii)(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 in this Agreement to the contrary, PROVIDED the Members acknowledge and agree that all covenants contained in this Agreement and obligations provided for in 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 the Articles of Dissolution have been canceled 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 hereofof this Agreement), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ai) Firstfirst, 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 (bii) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) 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 (tii)(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 in this Agreement to the contrary, PROVIDED the Members acknowledge and agree that all covenants contained in this Agreement and obligations provided for in 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 the Articles of Dissolution have been canceled 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 hereofof this Agreement), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ai) Firstfirst, 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 (bii) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) 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 (tii)(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, the winding up of the Company’s business and affairs; provided, PROVIDED however, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and the Articles have Certificate has been 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 no later than ninety (90) days after the later of the occurrence of the Dissolution Event. 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 hereof14.9), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including the Manager and the 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 distributions to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to under Section 18-601 or 18-604 of the Act; and (c) 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 (t) 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. Notwithstanding Section 14.9, no Member or Manager shall receive additional compensation for any services performed pursuant to this Article 14.

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 Unit Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles have Company has been canceled terminated 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 12.10 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Governors and 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 and (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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.

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 in this Agreement to the contrary, PROVIDED the Members acknowledge and agree that all covenants contained in this Agreement and obligations provided for in 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 the Articles of Dissolution have been canceled 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 hereof)thereof, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ai) 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 (bii) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) 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 (tii)(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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have Certificate has been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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 in this Agreement to the contrary, PROVIDED the Members acknowledge and agree that all covenants contained in this Agreement and obligations provided for in 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 the Articles of Dissolution have been canceled 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 hereofof this Agreement), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ai) 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 (bii) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) 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 (tii)(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, the winding up of the Company’s 's business and affairs, PROVIDED ; provided that all covenants contained in this Operating Agreement and obligations 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 14.2 and the Articles have Certificate has been 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 hereof12.6), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: 52 52 (a) 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; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, 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 (c) 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 (t) 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.

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, the winding up of the Company’s business and affairs; provided, PROVIDED however, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 20.2 and the Articles have Certificate of Formation has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, and shall endeavor to complete the winding up no later than 90 days after the occurrence of the Dissolution Event. 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 hereof20.9), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including the Manager and the 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 distributions to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to under Section 18-601 or 18-604 of the Act; and (c) 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 (t) 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. It is intended that each Common Share receive an identical amount under this provision, and this Agreement shall be construed so as to achieve that result. Notwithstanding Section 20.9, no Member or Manager shall receive additional compensation for any services performed pursuant to this Article 20.

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 in this Agreement to the contrary, PROVIDED the Members acknowledge and agree that all covenants contained in this Agreement and obligations provided for in 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 the Articles of Dissolution have been canceled 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 hereofof this Agreement), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ai) Firstfirst, 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 (bii) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) 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 (tii)(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, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (tii)(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, the winding up of the Company’s 's business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: the (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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 in this Agreement to the contrary, PROVIDED the Members acknowledge and agree that all covenants contained in this Agreement and obligations provided for in 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 the Articles Certificate of Dissolution have been canceled 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 hereofof this Agreement), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ai) 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 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 (bii) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) 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 (tii)(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, the winding up of the Company’s 's business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have Certificate has been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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 MembersUnit Holders, and no Member Unit Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof10.9), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Members the Manager and Directors Unit Holders 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 and (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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 periods4.1.

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, PROVIDED the Members acknowledge and agree that all covenants contained in this Agreement and obligations provided for in 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 the Articles any articles of dissolution or similar document have been canceled 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 hereofof this Agreement), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ai) 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 (bii) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) 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 (tii)(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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have Certificate has been 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 10.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (c) 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 (t) 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, the winding up of the Company’s business and affairs; provided, PROVIDED however, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and the Articles have Certificate has been 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 no later than ninety (90) days after the later of the occurrence of the Dissolution Event. 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 hereof14.9), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including the Manager and the 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 distributions to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to under Section 18-601 or 18-604 of the Act; and (c) Third, the The balance, if any, to the Unit Holders Members, subject to any applicable Trust Interest Designation, in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (t) 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. Notwithstanding Section 14.9, no Member or Manager shall receive additional compensation for any services performed pursuant to this Article 14.

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, the winding up of the Company’s 's business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (tii)(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 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, 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 winding-up of the Company’s 's business and affairs, PROVIDED provided, however, that all covenants contained in this Amended Agreement and obligations 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 the Articles have Certificate has been 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 14.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including the Manager and the 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; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Amended Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or 18-604 of the Act; and (c) 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 (t) 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. No Member or Manager shall receive additional compensation for any services performed pursuant to this Article 14.

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, Unit Holders; and no Member Unit Holder 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 the contrary, PROVIDED the Unit Holders acknowledge and agree that all covenants contained in this Agreement and obligations provided for in set forth this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles any articles of dissolution or similar document have been canceled 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 hereofof this Agreement), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Members Unit Holders 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 ; (b) Second, except to the Preferred Unit Holders to the extent of and in proportion to the amount for each such Preferred Unit Holder which, when combined with the aggregate prior distributions to such Preferred Unit Holder made pursuant to Section 4.1(a) (to the extent such distributions are treated as provided in prepayments of distributions pursuant to Section 4.1(b)) and Section 4.1(b) of this Agreement, to Members in satisfaction equals such Preferred Unit Holder’s aggregate accrued and unpaid Preferred Return through the date of liabilities for distributions pursuant to the Act; such liquidation; (c) Third, to the Preferred Unit Holders an amount equal to the Preferred Unit Holders’ aggregate Adjusted Capital Contributions in proportion to the Adjusted Capital Contribution of each Preferred Unit Holder. If the Company’s assets and funds are insufficient to permit the payment to the Preferred Unit Holders of the full amounts set forth in Sections 10.2(b) and 10.2(c), then the entire assets and funds of the Company legally available for distribution after payment of creditors pursuant to Section 10.2(a) shall be distributed ratably among the holders of Preferred Units in proportion to the amounts that each Preferred Unit Holder would have received if the Company’s assets and funds were sufficient to fully satisfy all amounts payable with respect to the Preferred Units pursuant to Sections 10.2(b) and 10.2(c); (d) Fourth, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment adjustments set forth in clause (tii)(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 (e) Thereafter, to the Unit Holders pro rata in proportion to each such Unit Holder’s Percentage Interest.

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, 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, PROVIDED that provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Operating Agreement and obligations 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 the Articles have Certificate has been 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 12.9 hereof), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 Liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by the Act), other than liabilities for which reasonable provision for payment has been made; and distribution to Members under the Act; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under the Act; and (c) 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 (t) 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 Member shall receive additional compensation for any services performed pursuant to this Article XII.

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 Unit Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles have Company has been canceled terminated 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 12.10 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Managers and 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 and (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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.

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, the winding up of the Company’s 's business and affairs, PROVIDED ; provided that all covenants contained in this Operating Agreement and obligations 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 14.2 and the Articles have Certificate has been 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 hereof12.6), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, 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 (c) 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 (t) 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.

Winding Up. Upon dissolution of the occurrence of a Dissolution EventCompany, 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 withBoard, or not necessary to the ---------- Person or appropriate forPersons approved by the prior written consent of Crescent and Reckson, shall carry out the winding up of the Company’s business 's affairs and affairsshall, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution within no more than 30 days after completion of a final audit of the Company. The Liquidator 's books and records (which shall take full account be performed within 90 days 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 hereofsuch termination), to the extent sufficient thereforemake distributions, to be applied and distributed, to the maximum extent permitted by lawout of Company assets, in the following manner and order: : (a) 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), therefor) of claims of all creditors of the Company (other than liabilities for which reasonable provision for payment has been made; and Members); (b) Second, except as provided in this Agreement, to Members in satisfaction (whether by payment or reasonable provision therefor) of liabilities for distributions pursuant to claims of all creditors of the Act; Company who are Members; (c) Third, the balance, if any, to the Unit Holders in accordance with redemption of the Class A Preferred Membership Interest pursuant to Article IX hereof; and (d) to payment and discharge pro rata of the respective positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (t) of the definition of Gross Asset Value in Section 1.10 of this Agreement, Members after giving effect to all any contributions, allocations and reallocations pursuant to this Agreement. Notwithstanding anything to the contrary contained above in this Section 7.2, in the event that Crescent converts its Interest to a Class B Common Membership Interest pursuant to Section 10.2, the Company shall, prior to making any distributions of liquidation proceeds to the Members under Section 7.2(d), make a guaranteed payment to Crescent in an amount equal to the excess (if any) of (i) the amount of liquidation proceeds that would be payable to Crescent if the liquidating proceeds available for distribution under Section 7.2(d) were distributed as described in the first sentence of Section 1.9 of Exhibit D, over (ii) the amount of liquidation proceeds payable to Crescent under Section 7.2(d). The deduction to the Company for any guaranteed payment made to Crescent pursuant to the preceding sentence shall be specially allocated to the Members other than Crescent on a pro rata basis (in proportion to their relative ownership interests), and allocations for all periodsshall reduce the Capital Accounts of such Members prior to the distribution of liquidation proceeds under Section 7.2(d).

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 to, or appropriate for, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has Company’s assets have been distributed pursuant to this Section 10.2 9.2 and the Articles have Certificate has been 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, to the extent practical, be completed within twelve (12) months of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s Debts, other liabilities and Property assets and shall cause the Property any assets or the proceeds from the sale thereof (as determined pursuant to Section 10.8 hereof)thereof, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, and subject to Section 4.1 herein, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or 18-604 of the Act; (c) 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 (t) 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

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, 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, PROVIDED that provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles have Certificate has been 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 12. 10 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) First, 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 (bc) 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 (cd) 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 (t) 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.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, 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. To the extent not inconsistent with the foregoing, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property property of the Company has been distributed pursuant to this Section 10.2 12.2 and the Articles have been canceled pursuant to the ActCompany has terminated. The Liquidator Managing Member shall be responsible for overseeing the prompt and orderly winding up and dissolution liquidation of the Company. The Liquidator , shall take full account of the Company’s liabilities and Property assets, shall cause the assets to be liquidated as promptly as is consistent with obtaining the fair market value thereof, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 hereof)therefrom, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (a) 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 debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), to creditors other than liabilities for which reasonable provision for payment has been made; and Members; (b) Second, except as provided in this Agreement, to the payment and discharge of all of the Company’s debts and liabilities to Members in satisfaction (including payment of liabilities for distributions pursuant any Priority Returns due to the Act▇▇▇▇▇▇▇); and (c) 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 (t) 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. The Managing Member shall not receive any additional compensation for any services performed pursuant to this Section 12. Each Member 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, such Member 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.

Winding Up. Upon the occurrence of a Dissolution Event(a) Liquidating Event or (b) 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. (b)), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assetsProperty, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that, PROVIDED that to the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property Properly has been distributed pursuant to this Section 10.2 12.2 and the Articles have Certificate has been 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 90 days of the occurrence of the Liquidating Event and within 90 days after the last day on which the Company may be reconstituted pursuant to Section 12.1(b). 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 of the Property (as determined pursuant to Section 10.8 hereof12.10), to the extent sufficient thereforefor this purpose, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 thereofto the extent required by the Act), other than the liabilities for which reasonable provision for payment has been made; and distribution to Members under the Act; (b) Second, except as provided in this Agreement, to the Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 17353(a)(l) of the Act; and (c) Third, 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 (t) 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 Member shall receive additional compensation for any services performed pursuant to this Section 12.

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 to, or appropriate for, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has Company’s assets have been distributed pursuant to this Section 10.2 11.2 and the Articles have Certificate has been 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, to the extent practical, be completed within twelve (12) months of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s Debts, other liabilities and Property assets and shall cause the Property any assets or the proceeds from the sale thereof (as determined pursuant to Section 10.8 hereof)thereof, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, and subject to Section 4.1 herein, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or 18-604 of the Act; and (c) Third, the The balance, if any, to the Unit Holders Members in accordance with the their respective positive balance (credit) balances in their Capital Accounts calculated after making the required adjustment set forth in clause (t) of the definition of Gross Asset Value in all adjustments, and further subject to Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods4.1 herein.

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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) First, 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (tii)(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) On dissolution of the occurrence Company, the Board of Managers, in the same manner provided by ARTICLE VII with respect to the operation of the Company, shall act as liquidator. The Board of Managers shall wind up the affairs of the Company as provided in the Act and shall have all the powers set forth in the Act. The costs of liquidation shall be a Dissolution EventCompany expense. (b) From and after the date on which an event set forth in Section 11.1 becomes effective, the Company shall continue solely cease to make Investments after that date, except for Investments which the purposes Company was committed to make in whole or in part (as evidenced by a commitment letter, term sheet or letter of winding up its affairs intent, or definitive legal documents under which less than all advances have been made) on or before such effective date. (c) A Member shall remain a Member until all Investments in an orderly mannerwhich the Company participates are repaid or otherwise disposed of, liquidating its assetsthe Member’s allocable share of all expenses and all other obligations (including without limitation contingent obligations) of the Company are paid, and satisfying all distributions are made hereunder, at which time the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in have no further rights under this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 Agreement. (as determined pursuant to Section 10.8 hereof), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ad) First, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in Upon satisfaction of all of the Company’s Debts and other liabilities (whether by payment or by the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (bpayment) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) ThirdCompany’s liabilities, the balance, if any, to Company’s property and assets or the Unit Holders proceeds from the liquidation thereof shall be applied and distributed in accordance with the positive balance distribution priorities (and subject to the limitations) established in their Capital Accounts calculated after making Section 6.2, to the required adjustment set forth in clause (t) extent not previously satisfied. For the avoidance of doubt, subject to the previous sentence, the Members intend that any Net Investment Income collected during the winding down of the definition Company shall be distributed to the Members no less frequently than quarterly in accordance with Section 6.2. (e) Notwithstanding the foregoing, upon the occurrence of Gross Asset Value an event described in Section 1.10 11.1(c), the Exercising Member may elect alternatively by written notice to the other Member, for a period of this Agreementeither (i) 30 business days following the occurrence of an event described in Section 11.1(c) (such period, the “Call Option Period”), to purchase (or cause its designee to purchase) the other Member’s Membership Interest or designate a third party to effect such purchase (such election, the “Call Option”). The purchase price for such Membership Interest shall be payable in cash within 60 business days after giving effect the Call Option is delivered to the other Member, and shall be equal to the Capital Account of the other Member adjusted to reflect the Value of the Company as determined as of the date of the Call Option based on market quotes for the Investments obtained from MarkIt Ltd. (or other comparable service) or, in the absence thereof, by Prior Manager Approval in accordance with Section 10.3. Each Member hereby agrees to sell its Membership Interest to the Exercising Member or the third party designated by the Exercising Member at such price if the Call Option is timely exercised by the Exercising Member. If the Exercising Member does not exercise the Call Option within the Call Option Period or if the Exercising Member or its third-party designee does not purchase the other Member’s Entire Interest within 60 business days after the Call Option is delivered to the other Member, then the Call Option shall terminate and, in the case of the occurrence of an event described Section 11.1(c), the Exercising Member shall retain the option to elect the dissolution of the Company pursuant to Section 11.1(c). After any purchase pursuant to a Call Option, the other Member shall no longer be a member of the Company, and the Exercising Member, or third party designee of the Exercising Member that has consummated the purchase, may dissolve or continue the Company as it may determine. (f) A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within 30 days after the distribution of all contributions, distributions of the assets of the Company. Such accounting and allocations for all periodsstatements shall be prepared under the direction of the liquidator.

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 in this Agreement to the contrary, PROVIDED the Members acknowledge and agree that all covenants contained in this Agreement and obligations provided for in 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 the Articles of Dissolution have been canceled 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 hereofof this Agreement), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ai) 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 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 (bii) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) 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 (tii)(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, the winding up of the Company’s business 's Business and affairs; provided, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property Company's property has been distributed pursuant to this Section 10.2 and the Articles have Certificate has been 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 one (1) year of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s 's liabilities and Property property and shall cause the Property property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 hereof)thereof, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 '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 and (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) Third, the The balance, if any, to the Unit Holders Members in accordance with the positive provisions of Section 4 hereof. If any Member has a deficit balance in their his Capital Accounts calculated after making the required adjustment set forth in clause Account (t) 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 periodsAllocation Years, including the Allocation Year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. No Member shall receive additional compensation for any services performed pursuant to this Section 10.

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, 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 winding-up of the Company’s business and affairs, PROVIDED provided, however, that all covenants contained in this Amended Agreement and obligations 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 the Articles have Certificate has been 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 14.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including the Manager and the 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; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Amended Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or 18-604 of the Act; and (c) Third, the The balance, if any, to the Unit Holders Members in accordance with (i) the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (t) 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, if the Dissolution Event occurs during the Pre-Corporate Period, or (ii) their Percentage Interest, if the Dissolution Event occurs on or after the Classification Change Date. No Member or Manager shall receive additional compensation for any services performed pursuant to this Article 14.

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 Unit Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles Certificate have been 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 12.10 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Managers and 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 (b) Second, (i) if the Dissolution Event occurs prior to the commencement of the Gevo Economic Period: (1) to the Unit Holders who hold Class C Preferred Units an amount, except as provided in this Agreement, to Members in satisfaction of liabilities for when combined with the prior distributions pursuant to Section 4.1(a) of this Agreement equals a ten percent (10%) annual, cumulative, non-compounding return on such holders initial Capital Contribution calculated like interest using the Act; average daily balance of such holders Capital Contribution over the time period in question; (c2) Third, to the holders of the Class C Preferred Units an amount equal to the initial Capital Contribution made by such holder with respect to the Class C Preferred Units held by such person which have not previously been redeemed pursuant to Section 6.6(b) hereof; (3) Fourth, 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 (t) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after 66 Redfield Energy, LLC Second Amended and Restated Operating Agreement giving effect to all contributions, distributions and allocations for all periods; and (4) Thereafter, to the holders of Class A Units and Class B Units in proportion to their Units. (ii) if the Dissolution Event occurs after the commencement of the Gevo Economic Period, to Gevo in proportion to the Gevo Percentage Interest and to the Redfield Parties in proportion to the Redfield Percentage Interest. The portion of the distribution made to the Redfield Parties shall in turn be subject to the provisions of Section 12.2(b)(i) above. If any assets of the Company are distributed in kind, such assets, after appraisal by a third party selected by the Board of Managers, shall be deemed to have been sold at a price equal to the appraised value. Any hypothetical gain or loss shall be allocated to the Members pursuant to the provisions of Section 3 hereof.

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, the winding up of the Company’s 's business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles have been 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 12.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 BADGER STATE ETHANOL, LLC OPERATING AGREEMENT 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 and (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; ; (c) 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 (tii)(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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 10.9 hereof), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (tii)(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 to, or appropriate for, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has Company’s assets have been distributed pursuant to this Section 10.2 9.2 and the Articles have Certificate has been 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, to the extent practical, be completed within twelve (12) months of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s Debts, other liabilities and Property assets and shall cause the Property any assets or the proceeds from the sale thereof (as determined pursuant to Section 10.8 hereof)thereof, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, and subject to Section 4.1 herein, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or 18-604 of the Act; and (c) Third, the The balance, if any, to the Unit Holders Members in accordance with the their respective positive balance (credit) balances in their Capital Accounts calculated after making the required adjustment set forth in clause (t) of the definition of Gross Asset Value in all adjustments, and further subject to Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods4.1 herein.

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, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that, PROVIDED that to the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles have Certificate has been 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 12.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by lawother than Members) in satisfaction of all of the Company’s Debts and other liabilities Liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by Section 18-804 of the Act), other than liabilities for which reasonable provision for payment has been made; and ; (b) Second, except to Members in their capacities as provided creditors of the Company in this Agreementsatisfaction of all of the Company’s Debts and other Liabilities to the Members (whether by payment or the making of reasonable provision for payment thereof to the extent required by Section 18-804 of the Act), other than Liabilities for distribution to Members under Sections 18-601 or 18-604 of the Act; (c) Third, 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; (c) 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 (t) 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

Winding Up. Upon the occurrence of a Dissolution Event, the Company CX 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 CX's business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has all of CX's assets have been distributed pursuant to this Section 10.2 12.2 and the Articles of Dissolution have been canceled pursuant to filed in accordance with the Act. The Liquidator shall be responsible for overseeing supervising the prompt and orderly winding up and dissolution of the CompanyCX, which winding up and dissolution shall be completed as expeditiously as possible. The Liquidator Such person shall take full account of the Company’s CX's liabilities and Property assets and shall cause the Property its assets or the proceeds from the sale thereof (as determined pursuant to Section 10.8 hereof12.9), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ai) 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 CX'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 liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Act; (bii) Secondsecond, except as provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions pursuant to under Sections 18-601 or 18-604 of the Act; and (ciii) Third, the balance, if any, to the Unit Holders Members in accordance with proportion to the positive balance balances in their respective Capital Accounts calculated after making the required adjustment set forth in clause (t) of the definition of Gross Asset Value in Section 1.10 of this Agreement, determined after giving effect to all contributions, distributions and allocations for all periods). No Member shall receive additional compensation for any services performed pursuant to this Section 12.2.

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, PROVIDED the Members acknowledge and agree that all covenants contained in this Agreement and obligations provided for in 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 the Articles of Dissolution have been canceled 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 hereof)thereof, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ai) 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 (bii) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) 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 (tii)(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, the winding up of the Company’s 's business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have Certificate has been 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 10.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (c) 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 (t) 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, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 11.2 and the Articles have Certificate of Formation has been 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 days of the occurrence of the Dissolution Event. 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 hereof)thereof, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Members and Directors Committee Representatives who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts 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 ; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under the Act; ; (c) Third, the The balance, if any, to the Unit Holders Members in accordance with the their positive balance in their Capital Accounts calculated Account balances (after making the required adjustment set forth in clause (t) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to taking into account all adjustments thereto for contributions, distributions and allocations for the year of dissolution and all prior periods) to the extent thereof and then to the Members pro rata in accordance with their Percentage Interests. Members or Committee Representatives may receive reasonable compensation for any services performed pursuant to this Section 11.

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, 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, PROVIDED that provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles have Certificate has been 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 12.10 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, 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 '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 made; and thereof); (bc) 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 (cd) 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 (t) 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.

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, 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 winding-up of the Company’s business and affairs, PROVIDED provided, however, that all covenants contained in this Amended Agreement and obligations 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 the Articles have Certificate has been 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 14.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including the Manager and the 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; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Amended Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or 18-604 of the Act; and (c) 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 (t) 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. No Member or Manager shall receive additional compensation for any services performed pursuant to this Article 14.

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, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that, PROVIDED that to the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles have Certificate has been 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 12.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by lawother than Members) in satisfaction of all of the Company’s Debts and other liabilities Liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by Section 18-804 of the Act), other than liabilities for which reasonable provision for payment has been made; and ; (b) Second, except to Members in their capacities as provided creditors of the Company in this Agreementsatisfaction of all of the Company’s Debts and other Liabilities to the Members (whether by payment or the making of reasonable provision for payment thereof to the extent required by Section 18-804 of the Act), other than Liabilities for distribution to Members under Sections 18-601 or 18-604 of the Act; (c) Third, 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 (cd) 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 Accounts, computed in clause (taccordance with Section 8.2(e) of the definition of Gross Asset Value in Section 1.10 of this Agreement, and after giving effect to all contributions, distributions distributions, and allocations for all periods. No Member shall receive additional compensation for any services performed pursuant to this Article XII.

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, the winding up of the Company’s 's business and affairs, PROVIDED provided that all covenants contained in this Operating Agreement and obligations 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 the Articles have Certificate has been 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 hereof11.6), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 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 distributions to Members under Section 18-601 or 18-604 of the Act; and (b) Second, except as provided in this Agreement, to Members who are creditors in satisfaction of all of the Company's Debts and liabilities for distributions pursuant to such Members as creditors, to the Actextent not otherwise satisfied under paragraph (a) above; (c) Third, to the balanceholders 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 (t) 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 periodsShare alike.

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, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles have been 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 12.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 and (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; ; (c) 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 (tii)(D) 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 Unit Holder 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, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles Certificate have been 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 12.10 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Managers and 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 and (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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.

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, the winding up of the Company’s 's business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 11.2 and the Articles have Certificate of Formation has been 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 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 hereof)thereof, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Members and Directors Committee Representatives 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 reasonable provision for payment has been made; and ; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under the Act; ; (c) Third, the The balance, if any, to the Unit Holders Members in accordance with the their positive balance in their Capital Accounts calculated Account balances (after making the required adjustment set forth in clause (t) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to taking into account all adjustments thereto for contributions, distributions and allocations for the year of dissolution and all prior periods) to the extent thereof and then to the Members pro rata in accordance with their Percentage Interests. Members or Committee Representatives may receive reasonable compensation for any services performed pursuant to this Section 11.

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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (c) 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 (tii)(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 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 of this Agreement to the contrary, PROVIDED the Members acknowledge and agree that all covenants contained in this Agreement and obligations provided for 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 the Articles of Dissolution have been canceled 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 hereofof this Agreement), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ai) Firstfirst, 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 (bii) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) 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 (tii)(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 a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs, PROVIDED ; provided that all covenants contained in this Operating Agreement and obligations 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 the Articles have Certificate has been 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 hereof11.6), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 '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 mademade and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; and (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; 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 the Liquidation Preference or (B) the net assets of the Company or (ii) the sum of three percent (3%) of the net fair market value of the Company plus the amount of all accrued quarterly distributions that have not been paid in cash (including those reflected in the Liquidation Preference) to the date fixed for such distribution. (c) Third, to the balanceholders of Class B Preferred, an amount per Share equal to such Class B Preferred's Liquidation Preference, plus all accrued and unpaid distributions to the date fixed for such distribution (if anythe 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, 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 (d) Fourth, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (t) holders of the definition of Gross Asset Value in Section 1.10 of this AgreementCommon Shares all remaining amounts shared equally, after giving effect to all contributions, distributions and allocations Share for all periodsShare.

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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (tii)(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 Unit Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles Certificate have been 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 12.10 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Governors and 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 and (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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.

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, Unit Holders; and no Member Unit Holder 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 the contrary, PROVIDED the Unit Holders acknowledge and agree that all covenants contained in this Agreement and obligations provided for in set forth this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles any articles of dissolution or similar document have been canceled 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 hereofof this Agreement), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Members Unit Holders 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 ; (b) Second, except to the Class A Unit Holders to the extent of and in proportion to the amount for each such Class A Unit Holder which, when combined with the aggregate prior distributions to such Class A Unit Holder made pursuant to Section 4.1(a) (to the extent such distributions are treated as provided in prepayments of distributions pursuant to Section 4.1(b)) and Section 4.1(b) of this Agreement, to Members in satisfaction equals such Class A Unit Holder’s aggregate accrued and unpaid Preferred Return through the date of liabilities for distributions pursuant to the Act; such liquidation; (c) Third, to the Class A Unit Holders an amount equal to the Class A Unit Holders’ aggregate Adjusted Capital Contributions in proportion to the Adjusted Capital Contribution of each Class A Unit Holder. If the Company’s assets and funds are insufficient to permit the payment to the Class A Unit Holders of the full amounts set forth in Sections 10.2(b) and 10.2(c), then the entire assets and funds of the Company legally available for distribution after payment of creditors pursuant to Section 10.2(a) shall be distributed ratably among the holders of Class A Preferred Units in proportion to the amounts that each Class A Unit Holder would have received if the Company’s assets and funds were sufficient to fully satisfy all amounts payable with respect to the Class A Preferred Units pursuant to Sections 10.2(b) and 10.2(c); (d) Fourth, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment adjustments set forth in clause (tii)(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 (e) Thereafter, to the Unit Holders pro rata in proportion to each such Unit Holder’s Percentage Interest.

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 Unit Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles Certificate have been 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 12.10 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Managers and 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 (b) Second, (i) if the Dissolution Event occurs prior to the commencement of the Gevo Economic Period: (1) to the Unit Holders who hold Class C Preferred Units an amount, except as provided in this Agreement, to Members in satisfaction of liabilities for when combined with the prior distributions pursuant to Section 4.1(a) of this Agreement equals a ten percent (10%) annual, cumulative, non-compounding return on such holders initial Capital Contribution calculated like interest using the Act; average daily balance of such holders Capital Contribution over the time period in question; (c2) Third, to the holders of the Class C Preferred Units an amount equal to the initial Capital Contribution made by such holder with respect to the Class C Preferred Units held by such person which have not previously been redeemed pursuant to Section 6.6(b) hereof; (3) Fourth, 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 (t) 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.after

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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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, the winding up of the Company’s 's business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) First, 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (tii)(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 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 13.1(b) hereof), 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, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 13.2 and the Articles have Certificate has been 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 as soon as practicable after the occurrence of the applicable 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 13.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 '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 liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, 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 (c) 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 (t) 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 Member or Manager shall receive additional compensation for any services performed pursuant to this Section 13.

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, the winding up of the Company’s business and affairs; provided, PROVIDED however, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles Certificate have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (c) 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 (t) 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. (a) 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 MembersMembers in accordance with the Act. After the occurrence of a Liquidating Event, and no Member the Company shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon . The Board or any Person elected by the Members until holding a majority of the GL Units (the Board or such time other Person being referred to herein as the Property has been distributed pursuant to this Section 10.2 and the Articles have been canceled 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 Company and shall take full account of the Company’s liabilities and Property property, and the Company property shall cause be liquidated as promptly as is consistent with obtaining the Property or fair value thereof, and the proceeds from the sale thereof (as determined pursuant to Section 10.8 hereof), to the extent sufficient therefore, to therefrom shall be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (ai) First, to creditors (including of the Company, other than the Members and Directors who are creditors, to the extent otherwise permitted by law) , in satisfaction of all the Debts and liabilities of the Company’s Debts and other liabilities Company (whether by payment or the making of reasonable provision for payment thereof); (ii) Second, other than to the satisfaction of all of the Company’s Debts and liabilities for which to the Members (whether by payment or the making of reasonable provision for payment has been made; and thereof) (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) Third, to the holders of Preferred Units, in the amount set forth in the Preferred Unit designations and preferences set forth in Exhibit B; and (iv) The balance, if any, to the Unit Holders Members in accordance with ARTICLE V, ARTICLE VI and ARTICLE VIII. (b) Notwithstanding the provisions of Section 15.2(a) that require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Members, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including to those Members as creditors) and/or distribute to the Members, in lieu of cash, as tenants in common and in accordance with the positive balance provisions of Section 15.2(a), undivided interests in their Capital Accounts calculated after making such Company assets as the required adjustment Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made subject to the Act and only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Members, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the sole and absolute discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this ARTICLE XV may be: (i) distributed to a trust established for the benefit of the Members for the purpose of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Members, from time to time, in the reasonable discretion of the Liquidator, in the same proportions and amounts as would otherwise have been distributed to the Members pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Company liabilities (contingent, conditional, unmatured or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Members in the manner and order of priority set forth in clause (tSection 15.2(a) 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 periodsas soon as practicable.

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, the winding up of the Company’s business and affairs; provided, PROVIDED however, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and the Articles have Certificate has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which, subject to the Act, winding up shall be completed no later than ninety (90) days after the later of the occurrence of the Dissolution Event. 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 hereof14.9), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including the Manager and the 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 distributions to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to under Section 18-601 or 18-604 of the Act; and (c) Third, the balance, if any, The remainder distributed to the Unit Holders Members (including the Allocation Member) in accordance with the positive balance in their Capital Accounts calculated after making provisions of Article V. The Liquidator may withhold to provide a reasonable reserve for Company liabilities (contingent or otherwise) and the required adjustment set forth in clause (t) unrealized portion of any installment obligations owed to the definition of Gross Asset Value in Section 1.10 of this AgreementCompany; provided, however, that such withheld amounts, after giving effect satisfaction of Company liabilities, shall be distributed to all contributions, distributions and allocations for all periodsthe Members as soon as practicable.

Winding Up. (i) 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, and satisfying the claims of its creditors and Members, and no . (ii) No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon . (iii) The Person elected with the consent of the Members until to act as liquidating trustee (such time Person being referred to herein as the Property has been distributed pursuant to this Section 10.2 and the Articles have been canceled 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 Company and shall take full account of the Company’s liabilities and Property property and the Company property shall cause be liquidated as promptly as is consistent with obtaining the Property or fair value thereof, and the proceeds from the sale thereof (as determined pursuant to Section 10.8 hereof), to the extent sufficient therefore, to therefrom shall be applied and distributed, to the maximum extent permitted by law, distributed in the following order: , unless otherwise required by mandatory provisions of applicable law: (aA) 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 debts and liabilities to creditors other liabilities than the Members (whether by payment or the making of reasonable provision for payment thereof); (B) Second, other than to the satisfaction of all of the Company’s debts and liabilities for which to the Members (whether by payment or reasonable provision for payment has been made; and thereof) in proportion to their outstanding principal balances thereof; (bC) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) Third, the The balance, if any, to the Unit Holders Members to the extent of and in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (t) of the definition of Gross Asset Value in Section 1.10 of this AgreementPercentage Interests, after giving effect to all contributions, distributions distributions, and allocations for all periods. (iv) The Managing Member or its designee shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Company’s taxable year in which the dissolution occurs (or, if later, within 90 days after the date of the dissolution). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Members, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary or advisable to satisfy liabilities of the Company (including those to Members as creditors) or distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Members, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the reasonable discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article 13 may be: (i) 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 contingent, conditional or unmatured liabilities or obligations of the Company or the Managing Member 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 Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Company liabilities (contingent, conditional, unmatured or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Members in the manner and order of priority set forth in Section 13.2(a) hereof as soon as practicable.

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, the winding up of the Company’s 's business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 9.2 and the Articles have Certificate has been canceled pursuant to the Act. The Liquidator Board, by Unanimous Action, shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall, to the extent practical, be completed within ninety (90) days of the occurrence of the Dissolution Event. The Liquidator Board, by Unanimous Action, 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 hereof)thereof, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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; made and liabilities for Distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to Distribution under Section 18-601 or 18-604 of the Act; and (c) Third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance balances in their Capital Accounts calculated after making the required adjustment set forth in clause (t) 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 periodsperiods up to and including the date of the Distributions set forth in this Section 9.2. Notwithstanding any other provision herein (but subject to Section 3.2(d)), in the event of a liquidation and winding up of the Company, items of income, gain, gross revenue, deduction and loss for the Allocation Year in which such liquidation and winding up occur, and for the preceding Allocation Year if the federal income tax return of the Company for such Allocation Year has not yet been filed, shall be specially allocated to the extent necessary first to cause the respective Capital Account balances of the Members to be equal to the amounts that would be distributed to them if the proceeds available for Distribution to the respective Members pursuant to Section 9.2(c) were instead distributed pursuant to Section 3.5. No Member shall receive additional compensation for any services performed pursuant to this Section 9.

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 11.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property Company’s property has been distributed pursuant to this Section 10.2 11.2 and the Articles have Certificate has been 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 90 days after (x) the occurrence of the Dissolution Event or (y) the last day on which the Company may be reconstituted pursuant to Section 11.1(b) hereof, as applicable. The Liquidator shall take full account of the Company’s liabilities and Property property and shall cause the Property property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 11.8 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 Debts 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 liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (b) Secondsecond, 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 (c) Third, the balance, if any, to the Unit Holders Members in accordance with the positive balance in their each Member’s Capital Accounts calculated after making the required adjustment set forth in clause (t) 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 periodsAccount.

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 Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Business and affairs of the Company’s business and affairs; provided, PROVIDED that that, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property of the Company has been distributed pursuant to this Section 10.2 13.2 and the Articles of Organization have been 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 90 days of the occurrence of a Dissolution Event. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the such Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 hereof13.10 below), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Members and Directors Managers who are creditors, to the extent otherwise permitted by lawlaw and this Agreement) in satisfaction of all of the Company’s Debts Debt of the Company 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 liabilities for interim distributions to the Members or distributions to resigning Members; (b) Second, except as provided in this Agreement, to the Members and former Members in satisfaction of liabilities for interim distributions pursuant to the ActMembers or distributions to resigning Members; and (c) 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 order of priority set forth in clause (t) of the definition of Gross Asset Value in Section 1.10 of 4.1 above. Subject to Section 13.10 below, no Member or Manager shall be entitled to receive additional compensation for any services performed pursuant to this Agreement, after giving effect to all contributions, distributions and allocations for all periodsARTICLE XIII.

Winding Up. Upon (a) In the occurrence event of a Dissolution Eventdissolution, 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 in each case, in accordance with the Act. No Member shall take any action that is inconsistent with, with or not necessary to or appropriate for, for the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been canceled pursuant . Subject to the Act. The Liquidator , the Board shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator , and shall take full account of the Company’s liabilities and Property assets, and the Company shall cause be liquidated and terminated as promptly as is consistent with obtaining the Property or fair value thereof, and the proceeds from therefrom, to the sale thereof extent sufficient therefor, shall be applied and distributed in the following order of priority, unless otherwise required by nonwaivable provisions of applicable Law: (as determined pursuant i) first, to the payment of creditors of the Company (including Members, except for the purposes of this Section 10.8 hereof10.2(a)(i), to the extent sufficient therefore, any Member is owed monies as a Class C Distribution or Class D Distribution pursuant to Section 6.8 or as a Capital Contribution such Members shall not be deemed to be applied and distributed, to a creditor of the maximum extent permitted by lawCompany), in the following order: (a) Firstorder of priority provided by Law, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all debts, liabilities and obligations of the Company’s Debts and Company due its creditors; and (ii) second, notwithstanding any other liabilities (whether by payment or the making provision of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) Third, the balance, if any, to the Unit Holders all Members, in accordance with their respective Capital Account balances (after adjustment to reflect the positive allocations pursuant to Article VI), not later than the time specified for such distribution pursuant to Regs. §704-1(b)(2)(ii)(b)(2). (b) Except as required by non-waivable provisions of the Act, if any Member has a deficit balance in their his, her or its Capital Accounts calculated after making the required adjustment set forth in clause Account (t) 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.taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person, for any purpose whatsoever. No Member shall receive any additional compensation for any services performed pursuant to this Article X.

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, the winding up of the Company’s business and affairs; provided, PROVIDED however, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 18.2 and the Articles have Certificate of Formation has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, and shall endeavor to complete the winding up no later than 90 days after the occurrence of the Dissolution Event. 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 hereof18.9), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including the Manager and the 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 distributions to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to under Section 18-601 or 18-604 of the Act; and (c) Third, the The balance, if any, to the Unit Holders Members, subject to the terms of any Share Designation, in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (t) 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. It is intended that each Common Share receive an identical amount under this provision, and this Agreement shall be construed so as to achieve that result. Notwithstanding Section 18.9, no Member or Manager shall receive additional compensation for any services performed pursuant to this Article XVIII.

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, the winding up of the Company’s business and affairs; provided, PROVIDED however, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and the Articles have Certificate has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which, subject to the Act, winding up shall be completed no later than ninety (90) days after the later of the occurrence of the Dissolution Event. 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 hereof14.9), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including the Manager and the 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 distributions to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to under Section 18-601 or 18-604 of the Act; ; (c) Third, to the balanceAllocation Members, if anyin proportion to Allocation Shares, in the amount of the Profit Distribution determined as provided in Section 5.2 that has not previously been paid; (d) Fourth, to the Unit Holders Allocation Members, in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (t) proportion to Allocation Shares, of the definition Deferral Account Ending Balance; and (e) The remainder, to the Members in proportion to Common Shares. The Liquidator may withhold to provide a reasonable reserve for Company liabilities (contingent or otherwise) and the unrealized portion of Gross Asset Value in Section 1.10 of this Agreementany installment obligations owed to the Company; provided, however, that such withheld amounts, after giving effect satisfaction of Company Liabilities, shall be distributed to all contributions, distributions and allocations for all periodsthe Members as soon as practicable.

Winding Up. Upon the occurrence of a Dissolution Event(i) Liquidating Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event (unless the Company is reconstituted pursuant to Section 13.1(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 business and affairs; provided that, PROVIDED that to the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 13.2 and the Articles have Certificate of Formation has been 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 ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 13.1(b). 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 hereof13.11), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 debts and other liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by Section 18-804 of the Act), other than the liabilities for which reasonable provision for payment has been made; and (b) Second, except as provided in this Agreement, distribution to Members in satisfaction under Section 18-601 or 18-604 of liabilities for distributions pursuant to the Act; (c) 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 (t) 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 of this Agreement to the contrary, PROVIDED the Members acknowledge and agree that all covenants contained in this Agreement and obligations provided for 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 the Articles of Dissolution have been canceled 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 hereofof this Agreement), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ai) Firstfirst, 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 (bii) Secondsecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (ciii) 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 (tii)(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 11.1(b) hereof), 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 neither any Manager nor any Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs, PROVIDED provided, that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Managers and the Members until such time as the Property has been distributed pursuant to this Section 10.2 11.2 and the Articles have Certificate has been canceled pursuant to the Act. The Liquidator Board of Managers 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 11.1(b) hereof, as the case may be. The Liquidator Board of Managers shall take full account of the Company’s liabilities and Property and shall cause the Property Property, or the proceeds from the sale thereof (as determined pursuant to Section 10.8 hereof)thereof, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including Members and Directors any Member or Manager who are creditorsis a creditor, 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 and (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) Third, the The balance, if any, to the Unit Holders Members in accordance with proportion to the positive number of Shares held by each Member; provided, however, that, if a Member’s Capital Account shall be less than the amount that such Member would receive pursuant to Section 4.1 hereof, then such Member shall not receive an amount in excess of such Member’s Capital Account. If any Member has a deficit balance in their such Member’s Capital Accounts calculated after making the required adjustment set forth in clause Account (t) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions distributions, and allocations for all periodsAllocation Years, including the Allocation Year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the discretion of the Board of Managers, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article XI may be: (i) 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 contingent or unforeseen liabilities or obligations of 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 Managers, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Section 11.2; or (ii) Withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided, that such withheld amounts shall be distributed to the Members as soon as practicable. No Member or Manager shall receive any compensation for any services performed pursuant to this Article XI.

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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles Certificate have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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, 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, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and the Articles have Certificate of Formation has been canceled pursuant to the Delaware 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 and within ninety (90) days after 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 14.10 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Delaware Act; (b) Second, 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 Delaware Act; and (c) 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 (t) 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. No Member shall receive additional compensation for any services performed pursuant to this Article XIV.

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 13.1(b) hereof), 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 winding-up of the Company’s 's business and affairs, PROVIDED provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 13.2 and the Articles have Certificate has been 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 within ninety (90) 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 13.1(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 13.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) First, to creditors (including the Manager and the 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; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or 18-604 of the Act; and (c) 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 (t) 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. No Member or Manager shall receive additional compensation for any services performed pursuant to this Article 13.

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, the winding up of the Company’s business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have a statement of dissolution has been canceled 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 10.9 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (tii)(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 Liquidating Event, the Company Partnership 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 MembersPartners, 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, PROVIDED ; provided that all covenants contained in this Agreement and obligations 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 the Articles have Certificate has been 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 hereof11.5), to the extent sufficient thereforetherefor, 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 (without duplication): (a) First, to creditors (including Members and Directors who are creditors, to including, without limitation, the extent otherwise permitted by law) Partners and their Affiliates, in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), payment) of all of the Partnership's debts and liabilities other than liabilities for which reasonable provision for payment has been made; made and liabilities for distributions to Partners under Section 17-601 or 17-604 of the Act; (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant the balance to the Act; (c) Third, the balance, if any, to the Unit Holders Partners in accordance with the positive balance in their respective Capital Accounts calculated after making the required adjustment set forth in clause (t) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, as provided under Article IV, immediately after giving effect to all contributions, distributions the adjustments and allocations required by the third sentence of this Section 11.1 and as reflected on the statement of Capital Accounts provided to the Partners pursuant to Section 7.2(d)(ii). The General Partner shall not receive any additional compensation for all periodsany services performed pursuant to this Article XI.

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, the winding up of the Company’s 's business and affairs, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles have been 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 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (a) 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 (b) Second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (c) 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 (t) 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 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 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, PROVIDED ; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.02 and the Articles have Certificate has been 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 and, except as otherwise provided in Section 12.03 hereof, shall, (i) no later than June 30, 2009 in the case of the occurrence of the Liquidating Event described in Section 12.01(a) hereof that resulted from the occurrence of the Notice Event described in Section 14.01(a) hereof, or (ii) within sixty (60) days of the occurrence of any other Liquidating Event described in Section 12.01, cause the Property or the proceeds from the sale or disposition thereof (as determined pursuant to Section 10.8 12.10 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by lawlaw and notwithstanding anything in this Agreement to the contrary, in the following order: : (a) First, to creditors (including the Class A Members and Directors who to the extent such Members are creditors, to the extent otherwise permitted by law) other than the IMS Health Members and their Affiliates, in satisfaction of all of the Company’s Debts debts and other liabilities (whether including claims and obligations as required by payment or Section 18-804(b) of the making of reasonable provision for payment thereof), Act) other than liabilities for which reasonable provision for payment has been made; made and liabilities for distributions to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to the Class A Members in satisfaction of liabilities for distributions pursuant an amount equal to the Act; amount of any Early Liquidation Premium that is then due and unpaid; (c) Third, to the payment and discharge of all of the Company’s debts and liabilities to the IMS Health Members and their Affiliates to the extent adequate provision therefor has not been made; and (d) The balance, if any, to the Unit Holders Members in accordance with the their positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (t) 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. In the event that any payment or distribution made under this Section 12.02 is made in-kind, the amount of the payment or distribution will be equal to the ▇▇▇▇-to-Market Value of the Property paid or distributed at the time of such payment or distribution. The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article XII. The IMS Health Members understand and agree that by accepting the provisions of this Section 12.02 setting forth the priority of the distribution of the assets of the Company to be made upon its liquidation, the IMS Health Members expressly waive any right which they, as creditors 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 subordinate to said creditors any such right.

Winding Up. Upon the occurrence of a Dissolution Event(i) Liquidating Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event (unless the Company is reconstituted pursuant to Section 13.1(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 business and affairs; provided that, PROVIDED that to the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 13.2 and the Articles have Certificate of Formation has been 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 ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 13.1(b). 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 hereof13.11), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 debts and other liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by Section 18-804 of the Act), other than the liabilities for which reasonable provision for payment has been made; and distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to the 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 (c) Third, 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 (t) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to a ▇▇▇▇-to-Market Valuation pursuant to Section 13.11 and a determination and allocation of all contributionsProfits, distributions Losses, and allocations other items of the Company’s income, gain, loss or deduction pursuant to Section 3. No Member shall receive additional compensation for all periodsany services performed pursuant to this Section 13.

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, and satisfying the claims of its creditors and 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, PROVIDED ; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.02 and the Articles have Certificate has been 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 and, except as otherwise provided in Section 12.03 hereof, shall, (i) no later than June 30, 2006 in the case of the occurrence of the Liquidating Event described in Section 12.01(a) hereof that resulted from the occurrence of the Notice Event described in Section 14.01(a) hereof, or (ii) within sixty (60) days of the occurrence of any other Liquidating Event described in Section 12.01, cause the Property or the proceeds from the sale or disposition thereof (as determined pursuant to Section 10.8 12.10 hereof), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by lawlaw and notwithstanding anything in this Agreement to the contrary, in the following order: : (a) First, to creditors (including the Class A Members and Directors who to the extent such Members are creditors, to the extent otherwise permitted by law) other than the IMS Health Members and their Affiliates, in satisfaction of all of the Company’s Debts debts and other liabilities (whether including claims and obligations as required by payment or Section 18-804(b) of the making of reasonable provision for payment thereof), Act) other than liabilities for which reasonable provision for payment has been made; made and liabilities for distributions to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to the Class A Members in satisfaction of liabilities for distributions pursuant an amount equal to the Act; amount of any Early Liquidation Premium that is then due and unpaid; (c) Third, to the payment and discharge of all of the Company’s debts and liabilities to the IMS Health Members and their Affiliates to the extent adequate provision therefor has not been made; and (d) The balance, if any, to the Unit Holders Members in accordance with the their positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (t) 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. In the event that any payment or distribution made under this Section 12.02 is made in-kind, the amount of the payment or distribution will be equal to the ▇▇▇▇-to-Market Value of the Property paid or distributed at the time of such payment or distribution. The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article XII. The IMS Health Members understand and agree that by accepting the provisions of this Section 12.02 setting forth the priority of the distribution of the assets of the Company to be made upon its liquidation, the IMS Health Members expressly waive any right which they, as creditors 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 subordinate to said creditors any such right.

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, 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, PROVIDED that provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Operating Agreement and obligations 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 the Articles have Certificate has been 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 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 12.9 hereof), to the extent sufficient therefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 Liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by the Act), other than liabilities for which reasonable provision for payment has been made; and distribution to Members under the Act; (b) Second, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under the Act; and (c) 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 (t) 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 Member shall receive additional compensation for any services performed pursuant to this Article XII.

Winding Up. Upon the occurrence of a Dissolution Event(i) Liquidating Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event (unless the Company is reconstituted pursuant to Section 13.1(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 business and affairs; provided that, PROVIDED that to the extent not inconsistent with the foregoing, all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 13.2 and the Articles have Certificate of Formation has been 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 ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 13.1(b). 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 hereof13.11), to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (a) 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 debts and other liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by Section 18-804 of the Act), other than the liabilities for which reasonable provision for payment has been made; and distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, except as provided in this Agreement, to the 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 (c) Third, 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 (t) 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.a ▇▇▇▇-to-Market Valuation pursuant to

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, and satisfying the claims of its creditors and Members, 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. To the extent not inconsistent with the foregoing, PROVIDED that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Company's Property has been distributed pursuant to this Section 10.2 8.2 and the Articles have Certificate has been canceled pursuant to in accordance with the Act. The Liquidator Managing Member 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, shall cause the Company'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 hereof)therefrom, to the extent sufficient thereforetherefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (a) First, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction payment 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 Member Loans) to creditors other than the Members and to the payment has been made; and of the expenses of liquidation; (b) Second, except as provided to the payment of all Member Loans and all of the Company's debts and liabilities to the Members in this Agreementthe following order and priority: (1) first, to Members the payment of all debts and liabilities owed to any Member other than in satisfaction respect of liabilities for distributions pursuant Member Loans; (2) second, to the Actpayment of all accrued and unpaid interest on Member Loans, such interest to be paid to each Member and its Affiliates (considered as a group) pro rata in proportion to the interest owed to each such group; and (3) third, to the payment of the unpaid principal amount of all Member Loans, such principal to be paid to each Member and its Affiliates (considered as a group) pro rata in proportion to the outstanding principal owed to each such group; (c) Third, in an amount equal to the unpaid cumulative Preferred Return; (d) Fourth, in an amount equal to the Preferred Capital Amount; (e) 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 (t) 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; (f) In the discretion of the Managing Member, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Section 8.2 may be: (1) 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 contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Managing Member, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Section 8.2; or (2) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Members as soon as practicable; and (g) Any such distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in Treas. Regs. Section 1.704-1(b)(2)(ii)(b)(2). Each Member and each of its Affiliates (as to Member Loans only) agrees that by accepting the provisions of this Section 8.2 setting forth the priority of the distribution of the assets of the Company to be made upon its liquidation, such Member or Affiliate 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. Notwithstanding the foregoing, in the event that the Managing Member shall determine that an immediate sale of part of all the Property would cause undue loss to the Members, or in the event that the Managing Member determines that it would be in the best interests of the Members to distribute the Property to the Members in-kind (which distributions do not, as to the in-kind portions, have to be in the same proportions as they would be if cash were distributed, but all such in-kind distributions shall be equalized, to the extent necessary, with cash), then the Managing Member may either defer liquidation of, and withhold from distribution for a reasonable time, any of the Property except that necessary to satisfy the Company's debts and obligations, or distribute the Property to the Members in-kind.