Common use of Distribution of Assets Upon Termination Clause in Contracts

Distribution of Assets Upon Termination. (a) Upon the dissolution of the Partnership pursuant to Section 12.1, unless the Partnership is continued pursuant to Section 12.1(b), the General Partner (or if there is none or if such dissolution occurred pursuant to Section 12.1(c), a Person approved by Limited Partners holding a majority of the outstanding Partnership Units, voting together as a single class and group, to act as a liquidating trustee of the Partnership (the “Liquidating Trustee”)), shall proceed diligently to wind up the affairs of the Partnership and distribute its assets in accordance with the provisions of Section 12.2(d). (b) All saleable assets of the Partnership may be sold in connection with any dissolution at public or private sale or at such price and upon such terms as the General Partner or the Liquidating Trustee, as the case may be, may deem advisable. A Partnership Unit Holder or any partnership, corporation or other entity in which a Partnership Unit Holder is in any way interested may purchase assets at such sale. The General Partner or the Liquidating Trustee, as the case may be, in its sole and absolute discretion, may in accordance with Section 12.2(d) distribute the assets of the Partnership in kind on the basis of the Fair Market Value thereof. (c) Profits and Losses (and the related items of income, gain, loss and deduction, as determined in accordance with Section 6.3) of the Partnership in connection with any dissolution shall be determined as of the end of the period of winding up in accordance with the provisions of this Agreement and shall be credited or charged to the respective Capital Accounts (respectively) of the Partnership Unit Holders. (d) Upon the dissolution and winding up of the Partnership, the assets of the Partnership shall be distributed in the following order of priority to the extent available: (i) First, to creditors of the Partnership in satisfaction of any debts and liabilities of the Partnership (except for any loans made by Partnership Unit Holders, but including amounts due and payable, if any, to any Person in settlement of the Partnership CVRs, to the extent permitted by law), whether by payment or the making of reasonable provision for payment thereof (which may include the establishment of any reserve which the General Partner or the Liquidating Trustee deems necessary in its sole discretion to provide for any contingent, conditional or unmatured liabilities or obligations of the Partnership; at the expiration of such period of time as the General Partner or the Liquidating Trustee, as the case may be, deems advisable, the balance remaining in any such reserve after payment of any such liabilities and obligations shall be distributed in the manner hereinafter set forth in this Section 12.2(d)). (ii) Second, to the Partnership Unit Holders that have made loans to the Partnership pro rata (in accordance with the amount of principal of such loans then outstanding) until each shall have received the outstanding principal of, and accrued and unpaid interest on, such loans. (iii) Third, subject to Section 7.1(e), in the event that the Partnership has Post-IPO Accrued and Undistributed Profits, to the Partnership Unit Holders in accordance with their Percentage Interests at the time the Post-IPO Accrued and Undistributed Profits were earned or accrued (as determined by the General Partner) until the Partnership has distributed all Post-IPO Accrued and Undistributed Profits; provided that if a Partnership Unit Holder Transfers or exchanges a Partnership Unit subsequent to the Partnership earning or accruing profits but prior to the distribution of such profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Post-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged. (iv) Fourth, to the Partnership Unit Holders in proportion to their interests in the Grossed-Up Pre-IPO Profits until the Partnership has distributed all Grossed-Up Pre-IPO Profits. The General Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (w) Net Grossed-Up Pre-IPO Profits and (x) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to the General Partner. A Limited Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (y) the Limited Partner’s portion of Pre-IPO Accrued and Undistributed Profits set forth in the Capital Account Register as of the Effective Time, and (z) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to such Limited Partner; provided that if a Limited Partner Transfers or exchanges a Partnership Unit for Class A Common Stock or Convertible Preferred Stock subsequent to the Effective Time but prior to the distribution of such Pre-IPO Accrued and Undistributed Profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Pre-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged (subject, in the case of the General Partner, to any rights of holders of securities of the General Partner in respect of such Pre-IPO Accrued and Undistributed Profits). For the avoidance of doubt, the aggregate amount distributed under this Section 12.2(d)(iv) with respect to Limited Partners’ interests in the Grossed-Up Pre-IPO Profits shall not exceed the aggregate amount of Pre-IPO Accrued and Undistributed Profits. (v) Fifth, 100% to the Preferred Unit Holders (in proportion to their respective Capital Account balances), until the amount distributed on each Preferred Unit, including any preferential distributions previously made pursuant to Section 7.2(a), equals the Preferred Unit Preference Amount; provided that no distributions shall be made pursuant to this Section 12.2(d)(v) following a Preference Termination Event (whereupon, all further distributions shall be made in the manner described in clauses (vi) and (vii) below). (vi) Sixth, in the event that any amounts were ever distributed pursuant to Section 7.2(a) or Section 12.2(d)(v), 100% to each of the Other Unit Holders (in proportion to their respective Capital Account balances), until the cumulative amount of all distributions made, or deemed to have been made, to such Other Unit Holders pursuant to Section 7.2(a) and Section 7.2(b) in respect of all Partial Capital Events since the Effective Time and this Section 12.2(d)(vi) equals the amount such Other Unit Holders would have received from all such distributions had each such distribution been made in accordance with the Partnership Unit Holders’ respective Percentage Interests at the times of such distributions. Distributions made pursuant to Section 7.2(a), Section 7.2(b), Section 12.2(d)(v) and this Section 12.2(d)(vi) shall not exceed, in the aggregate, an amount equal to the quotient of (i) the product of (x) the Preferred Unit Preference Amount multiplied by (y) the number of Preferred Units outstanding at the time of the initial distribution, if any, pursuant to Section 7.2(a) or, if no such distribution pursuant to Section 7.2(a) has been made, at the time of the first distribution pursuant to Section 12.2(d)(v) divided by (ii) the aggregate Percentage Interest of the Preferred Unit Holders at the time of the initial distribution referenced in the preceding clause (y). (vii) Seventh, to the Partnership Unit Holders in proportion to their respective Capital Account balances. (e) All distributions pursuant to Section 12.2(d) shall be made as soon as reasonably practicable following the dissolution of the Partnership, and in any event no later than the last day of the Fiscal Year in which the dissolution occurs or, if later, on the 90th day after the dissolution date. (f) Notwithstanding any other provision of this Agreement to the contrary, (i) a sale of all of or substantially all the Partnership Units, (ii) a merger or consolidation or similar business combination or conversion of or involving the Partnership or (iii) any other sale or other disposition (directly or indirectly, whether by operation of law or otherwise) of all or substantially all of the Partnership’s assets or business (other than in connection with a formal dissolution of the Partnership) shall be deemed a complete liquidation of the Partnership and neither the Partnership nor the General Partner shall authorize or permit the Partnership to enter into any such transaction unless in connection therewith appropriate provisions have been made so that, in the case of a transaction referred to in clause (i) or (ii) above, the aggregate net proceeds payable to holders of Partnership Units in such transaction (taking into account the value of any Partnership Units retained immediately after completion of such transaction) or, in the case of a transaction referred to in clause (iii) above, the assets of the Partnership, shall be distributed in the manner specified in Section 12.2(d), except for de minimis variations therefrom.

Distribution of Assets Upon Termination. (a) Upon the dissolution of the Partnership pursuant to Section 12.111.1, unless the Partnership is continued pursuant to Section 12.1(b11.1(b), the General Partner (or if there is none or if such dissolution occurred pursuant to Section 12.1(c11.1(c), a Person approved by Limited Partners holding a majority of the outstanding Partnership Units, voting together as a single class and group, to act as a liquidating trustee of the Partnership (the “Liquidating Trustee”)), shall proceed diligently to wind up the affairs of the Partnership and distribute its assets in accordance with the provisions of Section 12.2(d11.2(d). (b) All saleable assets of the Partnership may be sold in connection with any dissolution at public or private sale or at such price and upon such terms as the General Partner or the Liquidating Trustee, as the case may be, may deem advisable. A Partnership Unit Holder or any partnership, corporation or other entity in which a SC1:3479243.8 Partnership Unit Holder is in any way interested may purchase assets at such sale. The General Partner or the Liquidating Trustee, as the case may be, in its sole and absolute discretion, may in accordance with Section 12.2(d11.2(d) distribute the assets of the Partnership in kind on the basis of the Fair Market Value thereof. (c) Profits and Losses (and the related items of income, gain, loss and deduction, as determined in accordance with Section 6.35.3) of the Partnership in connection with any dissolution shall be determined as of the end of the period of winding up in accordance with the provisions of this Agreement and shall be credited or charged to the respective Capital Accounts (respectively) of the Partnership Unit Holders. (d) Upon the dissolution and winding up of the Partnership, the assets of the Partnership shall be distributed in the following order of priority to the extent available: (i) First, to creditors of the Partnership in satisfaction of any debts and liabilities of the Partnership (except for any loans made by Partnership Unit Holders, but including amounts due and payable, if any, to any Person in settlement of the Partnership CVRs, to the extent permitted by law), whether by payment or the making of reasonable provision for payment thereof (which may include the establishment of any reserve which the General Partner or the Liquidating Trustee deems necessary in its sole discretion to provide for any contingent, conditional or unmatured liabilities or obligations of the Partnership; at the expiration of such period of time as the General Partner or the Liquidating Trustee, as the case may be, deems advisable, the balance remaining in any such reserve after payment of any such liabilities and obligations shall be distributed in the manner hereinafter set forth in this Section 12.2(d11.2(d)). (ii) Second, to the Partnership Unit Holders that have made loans to the Partnership pro rata (in accordance with the amount of principal of such loans then outstanding) until each shall have received the outstanding principal of, and accrued and unpaid interest on, such loans. (iii) Third, subject to Section 7.1(e6.1(e), in the event that the Partnership has Post-IPO Accrued and Undistributed Profits, to the Partnership Unit Holders in accordance with their Percentage Interests at the time the Post-IPO Accrued and Undistributed Profits were earned or accrued (as determined by the General Partner) until the Partnership has distributed all Post-IPO Accrued and Undistributed Profits; provided that if a Partnership Unit Holder Transfers or exchanges a Partnership Unit subsequent to the Partnership earning or accruing profits but prior to the distribution of such profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Post-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged. (iv) Fourth, to the Partnership Unit Holders in proportion to their interests in the Grossed-Up Pre-IPO Profits until the Partnership has distributed all Grossed-Up Pre-IPO Profits. The General Partner’s interest in the Grossed-Up SC1:3479243.8 Pre-IPO Profits shall equal the sum of (w) Net Grossed-Up Pre-IPO Profits and (x) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to the General Partner. A Limited Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (y) the Limited Partner’s portion of Pre-IPO Accrued and Undistributed Profits set forth in the Capital Account Register as of the IPO Effective Time, and (z) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to such Limited Partner; provided that if a Limited Partner Transfers or exchanges a Partnership Unit for Class A Common Stock or Convertible Preferred Stock subsequent to the IPO Effective Time but prior to the distribution of such Pre-IPO Accrued and Undistributed Profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Pre-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged (subject, in the case of the General Partner, to any rights of holders of securities of the General Partner in respect of such Pre-IPO Accrued and Undistributed Profits). For the avoidance of doubt, the aggregate amount distributed under this Section 12.2(d)(iv11.2(d)(iv) with respect to Limited Partners’ interests in the Grossed-Up Pre-IPO Profits shall not exceed the aggregate amount of Pre-IPO Accrued and Undistributed Profits. (v) Fifth, 100% to the Preferred Unit Holders (in proportion to their respective Capital Account balances), until the amount distributed on each Preferred Unit, including any preferential distributions previously made pursuant to Section 7.2(a6.2(a), equals the Preferred Unit Preference Amount; provided that no distributions shall be made pursuant to this Section 12.2(d)(v11.2(d)(v) following a the Preferred Units Preference Termination Event Condition (whereupon, all further distributions shall be made in the manner described in clauses (vi) and (vii) below). (vi) Sixth, in the event that any amounts were ever distributed pursuant to Section 7.2(a6.2(a) or Section 12.2(d)(v11.2(d)(v), 100% to each of the Other Unit Holders (in proportion to their respective Capital Account balances), until the cumulative amount of all distributions made, or deemed to have been made, to such Other Unit Holders pursuant to Section 7.2(a6.2(a) and Section 7.2(b6.2(b) in respect of all Partial Capital Events since the Effective Time and this Section 12.2(d)(vi11.2(d)(vi) equals the amount such Other Unit Holders would have received from all such distributions had each such distribution been made in accordance with the Partnership Unit Holders’ respective Percentage Interests at the times of such distributions. Distributions made pursuant to Section 7.2(a6.2(a), Section 7.2(b6.2(b), Section 12.2(d)(v11.2(d)(v) and this Section 12.2(d)(vi11.2(d)(vi) shall not exceed, in the aggregate, an amount equal to the quotient of (i) the product of (x) the Preferred Unit Preference Amount multiplied by (y) the number of Preferred Units outstanding at the time of the initial distribution, if any, pursuant to Section 7.2(a) or, if no such distribution pursuant to Section 7.2(a6.2(a) has been made, at the time of the first distribution pursuant to Section 12.2(d)(v11.2(d)(v) divided by (ii) the aggregate SC1:3479243.8 Percentage Interest of the Preferred Unit Holders at the time of the initial distribution referenced in the preceding clause (y). (vii) Seventh, to the Partnership Unit Holders in proportion to their respective Capital Account balances. (e) All distributions pursuant to Section 12.2(d11.2(d) shall be made as soon as reasonably practicable following the dissolution of the Partnership, and in any event no later than the last day of the Fiscal Year in which the dissolution occurs or, if later, on the 90th day after the dissolution date. (f) Notwithstanding any other provision of this Agreement to the contrary, (i) a sale of all of or substantially all the Partnership Units, (ii) a merger or consolidation or similar business combination or conversion of or involving the Partnership or (iii) any other sale or other disposition (directly or indirectly, whether by operation of law or otherwise) of all or substantially all of the Partnership’s assets or business (other than in connection with a formal dissolution of the Partnership) shall be deemed a complete liquidation of the Partnership and neither the Partnership nor the General Partner shall authorize or permit the Partnership to enter into any such transaction unless in connection therewith appropriate provisions have been made so that, in the case of a transaction referred to in clause (i) or (ii) above, the aggregate net proceeds payable to holders of Partnership Units in such transaction (taking into account the value of any Partnership Units retained immediately after completion of such transaction) or, in the case of a transaction referred to in clause (iii) above, the assets of the Partnership, shall be distributed in the manner specified in Section 12.2(d11.2(d), except for de minimis variations therefrom.

Distribution of Assets Upon Termination. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.112.2, unless the Partnership is continued pursuant to Section 12.1(b)above, the General Partner President (or if there is none no President or if such dissolution occurred pursuant the President refuses to Section 12.1(c)serve, a Person approved by Limited Partners holding a majority of the outstanding Partnership Units, voting together Board as a single class and group, to act as a the liquidating trustee of the Partnership Company (the “"Liquidating Trustee”")), ) shall proceed diligently to wind up the Company's affairs of the Partnership and distribute its assets in accordance with the provisions of Section 12.2(d12.5(d), below. (b) All saleable salable assets of the Partnership Company may be sold in connection with any dissolution at public or private sale or at such price and upon such terms as the General Partner President or the Liquidating Trustee, as the case may be, may deem advisable. A Partnership Unit Holder Member or any partnership, corporation or other entity in which a Partnership Unit Holder Member is in any way interested may purchase assets at such the sale. The General Partner President or the Liquidating Trustee, as the case may be, in its that Person's sole and absolute discretion, may in accordance with Section 12.2(d) 12.5(d), below, distribute the Company's assets of the Partnership in kind based on the basis of the Fair Market Value thereoftheir fair market value. (c) The Company's Profits and Losses (and the related items of income, gain, loss and deduction, as determined in accordance with Section 6.3) of the Partnership in connection with any dissolution shall be determined as of the end of the period of winding up in accordance with the provisions of this Agreement and shall be credited or charged to the Members' respective Capital Accounts (respectively) of the Partnership Unit HoldersAccounts. (d) Upon the dissolution and winding up of the PartnershipCompany, the Company's assets of the Partnership shall be distributed in the following order of priority to the extent available: (i) First, to creditors of the Partnership Company in satisfaction of any debts and liabilities of the Partnership Company (except for any loans made by Partnership Unit Holders, but including amounts due and payable, if any, to any Person in settlement of the Partnership CVRs, to the extent permitted by lawMembers), whether by payment or the making of reasonable provision for payment thereof (which may include by the establishment of any reserve which that the General Partner President or the Liquidating Trustee deems deems, in that Person's sole discretion, necessary (with the balance remaining in its sole discretion to provide for any contingentsuch reserve, conditional or unmatured liabilities or obligations of the Partnership; at after the expiration of such period of time as the General Partner President or the Liquidating Trustee, as the case may be, deems advisable, the balance remaining in any such reserve and after payment of any such liabilities and obligations shall obligations, to be distributed in the manner hereinafter set forth in this Section 12.2(d12.5(d)).; (ii) Second, to the Partnership Unit Holders that Members who have made loans to the Partnership Company, on a pro rata basis (in accordance with the amount of loan principal of such loans then outstanding) until each shall have received the outstanding principal of, and accrued and unpaid interest on, such those loans.; and (iii) Third, subject to Section 7.1(e), in the event that the Partnership has Post-IPO Accrued and Undistributed Profits, to the Partnership Unit Holders Members, in accordance with their Percentage Interests at the time the Post-IPO Accrued and Undistributed Profits were earned or accrued (as determined by the General Partner) until the Partnership has distributed all Post-IPO Accrued and Undistributed Profits; provided that if a Partnership Unit Holder Transfers or exchanges a Partnership Unit subsequent to the Partnership earning or accruing profits but prior to the distribution of such profitsSection 4.2, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Post-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged. (iv) Fourth, to the Partnership Unit Holders in proportion to their interests in the Grossed-Up Pre-IPO Profits until the Partnership has distributed all Grossed-Up Pre-IPO Profitsabove. The General Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (w) Net Grossed-Up Pre-IPO Profits and (x) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to the General Partner. A Limited Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (y) the Limited Partner’s portion of Pre-IPO Accrued and Undistributed Profits set forth in the Capital Account Register as of the Effective Time, and (z) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to such Limited Partner; provided that if a Limited Partner Transfers or exchanges a Partnership Unit for Class A Common Stock or Convertible Preferred Stock subsequent to the Effective Time but prior to the distribution of such Pre-IPO Accrued and Undistributed Profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Pre-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged (subject, in the case of the General Partner, to any rights of holders of securities of the General Partner in respect of such Pre-IPO Accrued and Undistributed Profits). For the avoidance of doubt, the aggregate amount distributed under this Section 12.2(d)(iv) with respect to Limited Partners’ interests in the Grossed-Up Pre-IPO Profits shall not exceed the aggregate amount of Pre-IPO Accrued and Undistributed Profits. (v) Fifth, 100% to the Preferred Unit Holders (in proportion to their respective Capital Account balances), until the amount distributed on each Preferred Unit, including any preferential All distributions previously made pursuant to Section 7.2(a), equals the Preferred Unit Preference Amount; provided that no distributions shall be made pursuant to this Section 12.2(d)(v12.5(d) following a Preference Termination Event (whereupon, all further distributions shall be made in no later than the manner described in clauses (vi) and (vii) below). (vi) Sixth, in the event that any amounts were ever distributed pursuant to Section 7.2(a) or Section 12.2(d)(v), 100% to each of the Other Unit Holders (in proportion to their respective Capital Account balances), until the cumulative amount of all distributions made, or deemed to have been made, to such Other Unit Holders pursuant to Section 7.2(a) and Section 7.2(b) in respect of all Partial Capital Events since the Effective Time and this Section 12.2(d)(vi) equals the amount such Other Unit Holders would have received from all such distributions had each such distribution been made in accordance with the Partnership Unit Holders’ respective Percentage Interests at the times of such distributions. Distributions made pursuant to Section 7.2(a), Section 7.2(b), Section 12.2(d)(v) and this Section 12.2(d)(vi) shall not exceed, in the aggregate, an amount equal to the quotient latter of (i) the product of (x) the Preferred Unit Preference Amount multiplied by (y) the number of Preferred Units outstanding at the time of the initial distribution, if any, pursuant to Section 7.2(a) or, if no such distribution pursuant to Section 7.2(a) has been made, at the time of the first distribution pursuant to Section 12.2(d)(v) divided by (ii) the aggregate Percentage Interest of the Preferred Unit Holders at the time of the initial distribution referenced in the preceding clause (y). (vii) Seventh, to the Partnership Unit Holders in proportion to their respective Capital Account balances. (e) All distributions pursuant to Section 12.2(d) shall be made as soon as reasonably practicable following the dissolution of the Partnership, and in any event no later than the last day end of the Fiscal Year in during which the dissolution occurs or, if later, on the 90th day after the dissolution date. (f) Notwithstanding any other provision of this Agreement to the contrary, (i) a sale of all of or substantially all the Partnership Units, (ii) a merger or consolidation or similar business combination or conversion of or involving the Partnership or (iii) any other sale or other disposition (directly or indirectly, whether by operation of law or otherwise) of all or substantially all of the Partnership’s assets or business (other than in connection with a formal dissolution of the Partnership) shall be deemed a complete liquidation of the Partnership and neither the Partnership nor the General Partner shall authorize or permit the Partnership to enter into any such transaction unless in connection therewith appropriate provisions have been made so that, in the case of a transaction referred to in clause (i) Company occurs or (ii) above, 90 days after the aggregate net proceeds payable to holders date of Partnership Units in such transaction (taking into account the value of any Partnership Units retained immediately after completion of such transaction) or, in the case of a transaction referred to in clause (iii) above, the assets of the Partnership, shall be distributed in the manner specified in Section 12.2(d), except for de minimis variations therefromthat liquidation.

Distribution of Assets Upon Termination. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.18.1, unless the Partnership Company is continued pursuant to Section 12.1(b)thereto, the General Partner a designated Officer (or if there is none or if such dissolution occurred pursuant to Section 12.1(c)none, a Person person approved by Limited Partners holding a majority of Majority Consent as the outstanding Partnership Units, voting together as a single class and group, to act as a liquidating trustee of the Partnership Company (the “"Liquidating Trustee”")), shall proceed diligently to wind up the affairs of the Partnership Company and distribute its assets in accordance with the provisions of Section 12.2(d8.3(d). (b) All saleable assets of the Partnership Company may be sold in connection with any dissolution at public or private sale or at such price and upon such terms as the General Partner designated Officer or the Liquidating Trustee, as the case may be, may deem advisable. A Partnership Unit Holder Member or any partnership, corporation or other entity in which a Partnership Unit Holder Member is in any way interested may purchase assets at such sale. The General Partner designated Officer or the Liquidating Trustee, as the case may be, in its sole and absolute discretion, may in accordance with Section 12.2(d8.3(d) distribute the assets of the Partnership Company in kind on the basis of the Fair Market Value fair market value thereof. (c) Profits and Losses (and the related items of income, gain, loss and deduction, as determined in accordance with Section 6.3) of the Partnership in connection with any dissolution Company shall be determined as of the end of the period of winding up in accordance with the provisions of this Agreement and shall be credited or charged to the respective Capital Accounts (respectively) of the Partnership Unit HoldersMembers. (d) Upon the dissolution and winding up of the PartnershipCompany, the assets of the Partnership Company shall be distributed in the following order of priority to the extent available: (i) First, to creditors of the Partnership Company in satisfaction of any debts and liabilities of the Partnership Company (except for any loans made by Partnership Unit Holders, but including amounts due and payable, if any, to any Person in settlement of the Partnership CVRs, to the extent permitted by law), Members) whether by payment or the making of reasonable provision for payment thereof (which may include the establishment of any reserve which the General Partner designated Officer or the Liquidating Trustee deems necessary in its sole discretion to provide for any contingent, conditional or unmatured liabilities or obligations of the PartnershipCompany; at the expiration of such period of time as the General Partner authorized Officer or the Liquidating Trustee, as the case may be, deems advisableadvis- able, the balance remaining in any such reserve after payment of any such liabilities and obligations shall be distributed in the manner hereinafter set forth in this Section 12.2(d8.3(d)).; (ii) Second, to the Partnership Unit Holders Members that have made loans to the Partnership Company pro rata (in accordance with the amount of principal of such loans then outstanding) until each shall have received the outstanding principal princi- pal of, and accrued and unpaid interest on, such loans.; and (iii) Third, subject to Section 7.1(e)the Members, in the event that the Partnership has Post-IPO Accrued and Undistributed Profits, to the Partnership Unit Holders in accordance with their Percentage Interests at the time the Post-IPO Accrued and Undistributed Profits were earned or accrued (as determined by the General Partner) until the Partnership has distributed all Post-IPO Accrued and Undistributed Profits; provided that if a Partnership Unit Holder Transfers or exchanges a Partnership Unit subsequent to the Partnership earning or accruing profits but prior to the distribution of such profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Post-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged. (iv) Fourth, to the Partnership Unit Holders in proportion to their interests in the Grossed-Up Pre-IPO Profits until the Partnership has distributed all Grossed-Up Pre-IPO Profits. The General Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (w) Net Grossed-Up Pre-IPO Profits and (x) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to the General Partner. A Limited Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (y) the Limited Partner’s portion of Pre-IPO Accrued and Undistributed Profits set forth in the Capital Account Register as of the Effective Time, and (z) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to such Limited Partner; provided that if a Limited Partner Transfers or exchanges a Partnership Unit for Class A Common Stock or Convertible Preferred Stock subsequent to the Effective Time but prior to the distribution of such Pre-IPO Accrued and Undistributed Profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Pre-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged (subject, in the case of the General Partner, to any rights of holders of securities of the General Partner in respect of such Pre-IPO Accrued and Undistributed Profits). For the avoidance of doubt, the aggregate amount distributed under this Section 12.2(d)(iv) with respect to Limited Partners’ interests in the Grossed-Up Pre-IPO Profits shall not exceed the aggregate amount of Pre-IPO Accrued and Undistributed Profits. (v) Fifth, 100% to the Preferred Unit Holders (in proportion to their respective Capital Account balances), until the amount distributed on each Preferred Unit, including any preferential distributions previously made pursuant to Section 7.2(a), equals the Preferred Unit Preference Amount; provided that no distributions shall be made pursuant to this Section 12.2(d)(v) following a Preference Termination Event (whereupon, all further distributions shall be made in the manner described in clauses (vi) and (vii) below). (vi) Sixth, in the event that any amounts were ever distributed pursuant to Section 7.2(a) or Section 12.2(d)(v), 100% to each of the Other Unit Holders (in proportion to their respective Capital Account balances), until the cumulative amount of all distributions made, or deemed to have been made, to such Other Unit Holders pursuant to Section 7.2(a) and Section 7.2(b) in respect of all Partial Capital Events since the Effective Time and this Section 12.2(d)(vi) equals the amount such Other Unit Holders would have received from all such distributions had each such distribution been made in accordance with the Partnership Unit Holders’ respective Percentage Interests at the times of such distributions. Distributions made pursuant to Section 7.2(a), Section 7.2(b), Section 12.2(d)(v) and this Section 12.2(d)(vi) shall not exceed, in the aggregate, an amount equal to the quotient positive balances in their respective Capital Accounts in proportion to such positive balances. All distributions pursuant to this Section 8.3(d) shall be made no later than the later of (i) the product of (x) the Preferred Unit Preference Amount multiplied by (y) the number of Preferred Units outstanding at the time of the initial distribution, if any, pursuant to Section 7.2(a) or, if no such distribution pursuant to Section 7.2(a) has been made, at the time of the first distribution pursuant to Section 12.2(d)(v) divided by (ii) the aggregate Percentage Interest of the Preferred Unit Holders at the time of the initial distribution referenced in the preceding clause (y). (vii) Seventh, to the Partnership Unit Holders in proportion to their respective Capital Account balances. (e) All distributions pursuant to Section 12.2(d) shall be made as soon as reasonably practicable following the dissolution of the Partnership, and in any event no later than the last day end of the Fiscal Year in during which the dissolution occurs or, if later, on the 90th day after the dissolution date. (f) Notwithstanding any other provision of this Agreement to the contrary, (i) a sale of all of or substantially all the Partnership Units, (ii) a merger or consolidation or similar business combination or conversion of or involving the Partnership or (iii) any other sale or other disposition (directly or indirectly, whether by operation of law or otherwise) of all or substantially all of the Partnership’s assets or business (other than in connection with a formal dissolution of the Partnership) shall be deemed a complete liquidation of the Partnership and neither the Partnership nor the General Partner shall authorize or permit the Partnership to enter into any such transaction unless in connection therewith appropriate provisions have been made so that, in the case of a transaction referred to in clause (i) Company occurs or (ii) above, 180 days after the aggregate net proceeds payable to holders of Partnership Units in such transaction (taking into account the value of any Partnership Units retained immediately after completion date of such transaction) or, in the case of a transaction referred to in clause (iii) above, the assets of the Partnership, shall be distributed in the manner specified in Section 12.2(d), except for de minimis variations therefromliquidation.

Distribution of Assets Upon Termination. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.19.2, unless the Partnership is continued pursuant to Section 12.1(b)above, the General Partner president (or if there is none no president or if such dissolution occurred pursuant the president refuses to Section 12.1(c)serve, a Person person approved by Limited Partners holding a majority the Board of Directors as the outstanding Partnership Units, voting together as a single class and group, to act as a liquidating trustee of the Partnership Company (the “"Liquidating Trustee”")), ) shall proceed diligently to wind up the Company's affairs of the Partnership and distribute its assets in accordance with the provisions of Section 12.2(d9.5(d), below. (b) All saleable salable assets of the Partnership Company may be sold in connection with any dissolution at public or private sale or at such price and upon such terms as the General Partner president or the Liquidating Trustee, as the case may be, may deem advisable. A Partnership Unit Holder Member or any partnership, corporation or other entity in which a Partnership Unit Holder Member is in any way interested may purchase assets at such the sale. The General Partner president or the Liquidating Trustee, as the case may be, in its that Person's sole and absolute discretion, may in accordance with Section 12.2(d) 9.5(d), below, distribute the Company's assets of the Partnership in kind based on the basis of the Fair Market Value thereoftheir fair market value. (c) The Company's Profits and Losses (and the related items of income, gain, loss and deduction, as determined in accordance with Section 6.3) of the Partnership in connection with any dissolution shall be determined as of the end of the period of winding up in accordance with the provisions of this Agreement and shall be credited or charged to the Members' respective Capital Accounts (respectively) of the Partnership Unit HoldersAccounts. (d) Upon the dissolution and winding up of the PartnershipCompany, the Company's assets of the Partnership shall be distributed in the following order of priority to the extent available: (i) First, to creditors of the Partnership Company in satisfaction of any debts and liabilities of the Partnership (except for any loans made by Partnership Unit Holders, but including amounts due and payable, if any, to any Person in settlement of the Partnership CVRs, to the extent permitted by law)Company, whether by payment or the making of reasonable provision for payment thereof (which may include by the establishment of any reserve which that the General Partner president or the Liquidating Trustee deems deems, in that Person's sole discretion, necessary (with the balance remaining in its sole discretion to provide for any contingentsuch reserve, conditional or unmatured liabilities or obligations of the Partnership; at after the expiration of such period of time as the General Partner president or the Liquidating Trustee, as the case may be, deems advisable, the balance remaining in any such reserve and after payment of any such liabilities and obligations shall obligations, to be distributed in the manner hereinafter set forth in this Section 12.2(d9.5(d)).; and (ii) Second, to the Partnership Unit Holders that have made loans to the Partnership pro rata (Members, in accordance with the amount of principal of such loans then outstanding) until each shall have received the outstanding principal ofSection 4.2, and accrued and unpaid interest on, such loans. (iii) Third, subject to Section 7.1(e), in the event that the Partnership has Post-IPO Accrued and Undistributed Profits, to the Partnership Unit Holders in accordance with their Percentage Interests at the time the Post-IPO Accrued and Undistributed Profits were earned or accrued (as determined by the General Partner) until the Partnership has distributed all Post-IPO Accrued and Undistributed Profits; provided that if a Partnership Unit Holder Transfers or exchanges a Partnership Unit subsequent to the Partnership earning or accruing profits but prior to the distribution of such profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Post-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged. (iv) Fourth, to the Partnership Unit Holders in proportion to their interests in the Grossed-Up Pre-IPO Profits until the Partnership has distributed all Grossed-Up Pre-IPO Profitsabove. The General Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (w) Net Grossed-Up Pre-IPO Profits and (x) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to the General Partner. A Limited Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (y) the Limited Partner’s portion of Pre-IPO Accrued and Undistributed Profits set forth in the Capital Account Register as of the Effective Time, and (z) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to such Limited Partner; provided that if a Limited Partner Transfers or exchanges a Partnership Unit for Class A Common Stock or Convertible Preferred Stock subsequent to the Effective Time but prior to the distribution of such Pre-IPO Accrued and Undistributed Profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Pre-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged (subject, in the case of the General Partner, to any rights of holders of securities of the General Partner in respect of such Pre-IPO Accrued and Undistributed Profits). For the avoidance of doubt, the aggregate amount distributed under this Section 12.2(d)(iv) with respect to Limited Partners’ interests in the Grossed-Up Pre-IPO Profits shall not exceed the aggregate amount of Pre-IPO Accrued and Undistributed Profits. (v) Fifth, 100% to the Preferred Unit Holders (in proportion to their respective Capital Account balances), until the amount distributed on each Preferred Unit, including any preferential All distributions previously made pursuant to Section 7.2(a), equals the Preferred Unit Preference Amount; provided that no distributions shall be made pursuant to this Section 12.2(d)(v9.5(d) following a Preference Termination Event (whereupon, all further distributions shall be made in no later than the manner described in clauses (vi) and (vii) below). (vi) Sixth, in the event that any amounts were ever distributed pursuant to Section 7.2(a) or Section 12.2(d)(v), 100% to each of the Other Unit Holders (in proportion to their respective Capital Account balances), until the cumulative amount of all distributions made, or deemed to have been made, to such Other Unit Holders pursuant to Section 7.2(a) and Section 7.2(b) in respect of all Partial Capital Events since the Effective Time and this Section 12.2(d)(vi) equals the amount such Other Unit Holders would have received from all such distributions had each such distribution been made in accordance with the Partnership Unit Holders’ respective Percentage Interests at the times of such distributions. Distributions made pursuant to Section 7.2(a), Section 7.2(b), Section 12.2(d)(v) and this Section 12.2(d)(vi) shall not exceed, in the aggregate, an amount equal to the quotient latter of (i) the product of (x) the Preferred Unit Preference Amount multiplied by (y) the number of Preferred Units outstanding at the time of the initial distribution, if any, pursuant to Section 7.2(a) or, if no such distribution pursuant to Section 7.2(a) has been made, at the time of the first distribution pursuant to Section 12.2(d)(v) divided by (ii) the aggregate Percentage Interest of the Preferred Unit Holders at the time of the initial distribution referenced in the preceding clause (y). (vii) Seventh, to the Partnership Unit Holders in proportion to their respective Capital Account balances. (e) All distributions pursuant to Section 12.2(d) shall be made as soon as reasonably practicable following the dissolution of the Partnership, and in any event no later than the last day end of the Fiscal Year in during which the dissolution occurs or, if later, on the 90th day after the dissolution date. (f) Notwithstanding any other provision of this Agreement to the contrary, (i) a sale of all of or substantially all the Partnership Units, (ii) a merger or consolidation or similar business combination or conversion of or involving the Partnership or (iii) any other sale or other disposition (directly or indirectly, whether by operation of law or otherwise) of all or substantially all of the Partnership’s assets or business (other than in connection with a formal dissolution of the Partnership) shall be deemed a complete liquidation of the Partnership and neither the Partnership nor the General Partner shall authorize or permit the Partnership to enter into any such transaction unless in connection therewith appropriate provisions have been made so that, in the case of a transaction referred to in clause (i) Company occurs or (ii) above, 90 days after the aggregate net proceeds payable to holders date of Partnership Units in such transaction (taking into account the value of any Partnership Units retained immediately after completion of such transaction) or, in the case of a transaction referred to in clause (iii) above, the assets of the Partnership, shall be distributed in the manner specified in Section 12.2(d), except for de minimis variations therefromthat liquidation.

Distribution of Assets Upon Termination. (a) Upon the dissolution of the Partnership pursuant to Section 12.111.1, unless the Partnership is continued pursuant to Section 12.1(b11.1(b), the General Partner (or if there is none or if such dissolution occurred pursuant to Section 12.1(c11.1(c), a Person approved by Limited Partners holding a majority of the outstanding Partnership Units, voting together as a single class and group, to act as a liquidating trustee of the Partnership (the “Liquidating Trustee”)), shall proceed diligently to wind up the affairs of the Partnership and distribute its assets in accordance with the provisions of Section 12.2(d11.2(d). (b) All saleable assets of the Partnership may be sold in connection with any dissolution at public or private sale or at such price and upon such terms as the General Partner or the Liquidating Trustee, as the case may be, may deem advisable. A Partnership Unit Holder or any partnership, corporation or other entity in which a Partnership Unit Holder is in any way interested may purchase assets at such sale. The General Partner or the Liquidating Trustee, as the case may be, in its sole and absolute discretion, may in accordance with Section 12.2(d11.2(d) distribute the assets of the Partnership in kind on the basis of the Fair Market Value thereof. (c) Profits and Losses (and the related items of income, gain, loss and deduction, as determined in accordance with Section 6.35.3) of the Partnership in connection with any dissolution shall be determined as of the end of the period of winding up in accordance with the provisions of this Agreement and shall be credited or charged to the respective Capital Accounts (respectively) of the Partnership Unit Holders. (d) Upon the dissolution and winding up of the Partnership, the assets of the Partnership shall be distributed in the following order of priority to the extent available: (i) First, to creditors of the Partnership in satisfaction of any debts and liabilities of the Partnership (except for any loans made by Partnership Unit Holders, but including amounts due and payable, if any, to any Person in settlement of the Partnership CVRs, to the extent permitted by law), whether by payment or the making of reasonable provision for payment thereof (which may include the establishment of any reserve which the General Partner or the Liquidating Trustee deems necessary in its sole discretion to provide for any contingent, conditional or unmatured liabilities or obligations of the Partnership; at the expiration of such period of time as the General Partner or the Liquidating Trustee, as the case may be, deems advisable, the balance remaining in any such reserve after payment of any such liabilities and obligations shall be distributed in the manner hereinafter set forth in this Section 12.2(d11.2(d)). (ii) Second, to the Partnership Unit Holders that have made loans to the Partnership pro rata (in accordance with the amount of principal of such loans then outstanding) until each shall have received the outstanding principal of, and accrued and unpaid interest on, such loans. (iii) Third, subject to Section 7.1(e6.1(e), in the event that the Partnership has Post-IPO Accrued and Undistributed Profits, to the Partnership Unit Holders in accordance with their Percentage Interests at the time the Post-IPO Accrued and Undistributed Profits were earned or accrued (as determined by the General Partner) until the Partnership has distributed all Post-IPO Accrued and Undistributed Profits; provided that if a Partnership Unit Holder Transfers or exchanges a Partnership Unit subsequent to the Partnership earning or accruing profits but prior to the distribution of such profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Post-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged. (iv) Fourth, to the Partnership Unit Holders in proportion to their interests in the Grossed-Up Pre-IPO Profits until the Partnership has distributed all Grossed-Up Pre-IPO Profits. The General Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (w) Net Grossed-Up Pre-IPO Profits and (x) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to the General Partner. A Limited Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (y) the Limited Partner’s portion of Pre-IPO Accrued and Undistributed Profits set forth in the Capital Account Register as of the IPO Effective Time, and (z) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to such Limited Partner; provided that if a Limited Partner Transfers or exchanges a Partnership Unit for Class A Common Stock or Convertible Preferred Stock subsequent to the IPO Effective Time but prior to the distribution of such Pre-IPO Accrued and Undistributed Profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Pre-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged (subject, in the case of the General Partner, to any rights of holders of securities of the General Partner in respect of such Pre-IPO Accrued and Undistributed Profits). For the avoidance of doubt, the aggregate amount distributed under this Section 12.2(d)(iv11.2(d)(iv) with respect to Limited Partners’ interests in the Grossed-Up Pre-IPO Profits shall not exceed the aggregate amount of Pre-IPO Accrued and Undistributed Profits. (v) Fifth, 100% to the Preferred Unit Holders (in proportion to their respective Capital Account balances), until the amount distributed on each Preferred Unit, including any preferential distributions previously made pursuant to Section 7.2(a6.2(a), equals the Preferred Unit Preference Amount; provided that no distributions shall be made pursuant to this Section 12.2(d)(v11.2(d)(v) following a the Preferred Units Preference Termination Event Condition (whereupon, all further distributions shall be made in the manner described in clauses (vi) and (vii) below). (vi) Sixth, in the event that any amounts were ever distributed pursuant to Section 7.2(a6.2(a) or Section 12.2(d)(v11.2(d)(v), 100% to each of the Other Unit Holders (in proportion to their respective Capital Account balances), until the cumulative amount of all distributions made, or deemed to have been made, to such Other Unit Holders pursuant to Section 7.2(a6.2(a) and Section 7.2(b6.2(b) in respect of all Partial Capital Events since the Effective Time and this Section 12.2(d)(vi11.2(d)(vi) equals the amount such Other Unit Holders would have received from all such distributions had each such distribution been made in accordance with the Partnership Unit Holders’ respective Percentage Interests at the times of such distributions. Distributions made pursuant to Section 7.2(a6.2(a), Section 7.2(b6.2(b), Section 12.2(d)(v11.2(d)(v) and this Section 12.2(d)(vi11.2(d)(vi) shall not exceed, in the aggregate, an amount equal to the quotient of (i) the product of (x) the Preferred Unit Preference Amount multiplied by (y) the number of Preferred Units outstanding at the time of the initial distribution, if any, pursuant to Section 7.2(a) or, if no such distribution pursuant to Section 7.2(a6.2(a) has been made, at the time of the first distribution pursuant to Section 12.2(d)(v11.2(d)(v) divided by (ii) the aggregate Percentage Interest of the Preferred Unit Holders at the time of the initial distribution referenced in the preceding clause (y). (vii) Seventh, to the Partnership Unit Holders in proportion to their respective Capital Account balances. (e) All distributions pursuant to Section 12.2(d11.2(d) shall be made as soon as reasonably practicable following the dissolution of the Partnership, and in any event no later than the last day of the Fiscal Year in which the dissolution occurs or, if later, on the 90th day after the dissolution date. (f) Notwithstanding any other provision of this Agreement to the contrary, (i) a sale of all of or substantially all the Partnership Units, (ii) a merger or consolidation or similar business combination or conversion of or involving the Partnership or (iii) any other sale or other disposition (directly or indirectly, whether by operation of law or otherwise) of all or substantially all of the Partnership’s assets or business (other than in connection with a formal dissolution of the Partnership) shall be deemed a complete liquidation of the Partnership and neither the Partnership nor the General Partner shall authorize or permit the Partnership to enter into any such transaction unless in connection therewith appropriate provisions have been made so that, in the case of a transaction referred to in clause (i) or (ii) above, the aggregate net proceeds payable to holders of Partnership Units in such transaction (taking into account the value of any Partnership Units retained immediately after completion of such transaction) or, in the case of a transaction referred to in clause (iii) above, the assets of the Partnership, shall be distributed in the manner specified in Section 12.2(d11.2(d), except for de minimis variations therefrom.

Distribution of Assets Upon Termination. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.19.2, unless the Partnership is continued pursuant to Section 12.1(b)above, the General Partner president (or if there is none no president or if such dissolution occurred pursuant the president refuses to Section 12.1(c)serve, a Person person approved by Limited Partners holding a majority the Board of Directors as the outstanding Partnership Units, voting together as a single class and group, to act as a liquidating trustee of the Partnership Com­pany (the “Liquidating Trustee”)), ) shall proceed diligently to wind up the Company’s affairs of the Partnership and distribute its assets in accordance with the provisions of Section 12.2(d9.5(d), below. (b) All saleable salable assets of the Partnership Company may be sold in connection with any dissolution at public or private sale or at such price and upon such terms as the General Partner president or the Liquidating Trustee, as the case may be, may deem advisable. A Partnership Unit Holder Member or any partnership, corporation or other entity in which a Partnership Unit Holder Member is in any way interested may purchase assets at such the sale. The General Partner president or the Liquidating Trustee, as the case may be, in its that Person’s sole and absolute discretion, may in accordance with Section 12.2(d) 9.5(d), below, distribute the Company’s assets of the Partnership in kind based on the basis of the Fair Market Value thereoftheir Asset Value. (c) The Company’s Profits and Losses (and the related items of income, gain, loss and deduction, as determined in accordance with Section 6.3) of the Partnership in connection with any dissolution shall be determined as of the end of the period of winding up in accordance with the provisions of this Agreement and shall be credited or charged to the Members’ respective Capital Accounts (respectively) of the Partnership Unit HoldersAccounts. (d) Upon the dissolution and winding up of the PartnershipCompany, the Company’s assets of the Partnership shall be distributed in the following order of priority to the extent available: (i) First, to creditors of the Partnership Company in satisfaction of any debts and liabilities of the Partnership Company (except for any loans made by Partnership Unit Holders, but including amounts due and payable, if any, to any Person in settlement of the Partnership CVRs, to the extent permitted by lawMembers), whether by payment or the making of reasonable provision for payment thereof (which may include by the establishment of any reserve which that the General Partner president or the Liquidating Trustee deems deems, in that Person’s sole discretion, necessary (with the balance remaining in its sole discretion to provide for any contingentsuch reserve, conditional or unmatured liabilities or obligations of the Partnership; at after the expiration of such period of time as the General Partner president or the Liquidating Trustee, as the case may be, deems advisable, the balance remaining in any such reserve and after payment of any such liabilities and obligations shall obligations, to be distributed in the manner hereinafter set forth in this Section 12.2(d9.5(d)).; (ii) Second, to the Partnership Unit Holders that Members who have made loans to the Partnership Company, on a pro rata basis (in accordance with the amount of loan principal of such loans then outstanding) ), until each shall have received the outstanding principal princi­pal of, and accrued and unpaid interest on, such those loans.; and (iii) Third, subject to Section 7.1(e), in the event that the Partnership has Post-IPO Accrued and Undistributed Profits, to the Partnership Unit Holders Members, in accordance with their Percentage Interests at the time the Post-IPO Accrued and Undistributed Profits were earned or accrued (as determined by the General Partner) until the Partnership has distributed all Post-IPO Accrued and Undistributed Profits; provided that if a Partnership Unit Holder Transfers or exchanges a Partnership Unit subsequent to the Partnership earning or accruing profits but prior to the distribution of such profitsSection 4.2, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Post-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged. (iv) Fourth, to the Partnership Unit Holders in proportion to their interests in the Grossed-Up Pre-IPO Profits until the Partnership has distributed all Grossed-Up Pre-IPO Profitsabove. The General Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (w) Net Grossed-Up Pre-IPO Profits and (x) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to the General Partner. A Limited Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (y) the Limited Partner’s portion of Pre-IPO Accrued and Undistributed Profits set forth in the Capital Account Register as of the Effective Time, and (z) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to such Limited Partner; provided that if a Limited Partner Transfers or exchanges a Partnership Unit for Class A Common Stock or Convertible Preferred Stock subsequent to the Effective Time but prior to the distribution of such Pre-IPO Accrued and Undistributed Profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Pre-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged (subject, in the case of the General Partner, to any rights of holders of securities of the General Partner in respect of such Pre-IPO Accrued and Undistributed Profits). For the avoidance of doubt, the aggregate amount distributed under this Section 12.2(d)(iv) with respect to Limited Partners’ interests in the Grossed-Up Pre-IPO Profits shall not exceed the aggregate amount of Pre-IPO Accrued and Undistributed Profits. (v) Fifth, 100% to the Preferred Unit Holders (in proportion to their respective Capital Account balances), until the amount distributed on each Preferred Unit, including any preferential All distributions previously made pursuant to Section 7.2(a), equals the Preferred Unit Preference Amount; provided that no distributions shall be made pursuant to this Section 12.2(d)(v9.5(d) following a Preference Termination Event (whereupon, all further distributions shall be made in no later than the manner described in clauses (vi) and (vii) below). (vi) Sixth, in the event that any amounts were ever distributed pursuant to Section 7.2(a) or Section 12.2(d)(v), 100% to each of the Other Unit Holders (in proportion to their respective Capital Account balances), until the cumulative amount of all distributions made, or deemed to have been made, to such Other Unit Holders pursuant to Section 7.2(a) and Section 7.2(b) in respect of all Partial Capital Events since the Effective Time and this Section 12.2(d)(vi) equals the amount such Other Unit Holders would have received from all such distributions had each such distribution been made in accordance with the Partnership Unit Holders’ respective Percentage Interests at the times of such distributions. Distributions made pursuant to Section 7.2(a), Section 7.2(b), Section 12.2(d)(v) and this Section 12.2(d)(vi) shall not exceed, in the aggregate, an amount equal to the quotient latter of (i) the product of (x) the Preferred Unit Preference Amount multiplied by (y) the number of Preferred Units outstanding at the time of the initial distribution, if any, pursuant to Section 7.2(a) or, if no such distribution pursuant to Section 7.2(a) has been made, at the time of the first distribution pursuant to Section 12.2(d)(v) divided by (ii) the aggregate Percentage Interest of the Preferred Unit Holders at the time of the initial distribution referenced in the preceding clause (y). (vii) Seventh, to the Partnership Unit Holders in proportion to their respective Capital Account balances. (e) All distributions pursuant to Section 12.2(d) shall be made as soon as reasonably practicable following the dissolution of the Partnership, and in any event no later than the last day end of the Fiscal Year in during which the dissolution occurs or, if later, on the 90th day after the dissolution date. (f) Notwithstanding any other provision of this Agreement to the contrary, (i) a sale of all of or substantially all the Partnership Units, (ii) a merger or consolidation or similar business combination or conversion of or involving the Partnership or (iii) any other sale or other disposition (directly or indirectly, whether by operation of law or otherwise) of all or substantially all of the Partnership’s assets or business (other than in connection with a formal dissolution of the Partnership) shall be deemed a complete liquidation of the Partnership and neither the Partnership nor the General Partner shall authorize or permit the Partnership to enter into any such transaction unless in connection therewith appropriate provisions have been made so that, in the case of a transaction referred to in clause (i) Company occurs or (ii) above, 90 days after the aggregate net proceeds payable to holders date of Partnership Units in such transaction (taking into account the value of any Partnership Units retained immediately after completion of such transaction) or, in the case of a transaction referred to in clause (iii) above, the assets of the Partnership, shall be distributed in the manner specified in Section 12.2(d), except for de minimis variations therefromthat liquidation.

Distribution of Assets Upon Termination. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.19.2, unless the Partnership is continued pursuant to Section 12.1(b)above, the General Partner Managing Member (or if there is none no Managing Member or if such dissolution occurred pursuant the Managing Member refuses to Section 12.1(c)serve, a Person approved by Limited Partners holding a majority of Majority Consent as the outstanding Partnership Units, voting together as a single class and group, to act as a liquidating trustee of the Partnership Com­pany (the “"Liquidating Trustee”")), ) shall proceed diligently to wind up the Company's affairs of the Partnership and distribute its assets in accordance with the provisions of Section 12.2(d9.5(d), below. (b) All saleable salable assets of the Partnership Company may be sold in connection with any dissolution at public or private sale or at such price and upon such terms as the General Partner Managing Member or the Liquidating Trustee, as the case may be, may deem advisable. A Partnership Unit Holder Member or any partnership, corporation or other entity in which a Partnership Unit Holder Member is in any way interested may purchase assets at such the sale. The General Partner Managing Member or the Liquidating Trustee, as the case may be, in its that Person's sole and absolute discretion, may in accordance with Section 12.2(d) 9.5(d), below, distribute the Company's assets of the Partnership in kind based on the basis of the Fair Market Value thereoftheir fair market value. (c) The Company's Profits and Losses (and the related items of income, gain, loss and deduction, as determined in accordance with Section 6.3) of the Partnership in connection with any dissolution shall be determined as of the end of the period of winding up in accordance with the provisions of this Agreement and shall be credited or charged to the Members' respective Capital Accounts (respectively) of the Partnership Unit HoldersAccounts. (d) Upon the dissolution and winding up of the PartnershipCompany, the Company's assets of the Partnership shall be distributed in the following order of priority to the extent available: (i) First, to creditors of the Partnership Company in satisfaction of any debts and liabilities of the Partnership Company (except for any loans made by Partnership Unit Holders, but including amounts due and payable, if any, to any Person in settlement of the Partnership CVRs, to the extent permitted by lawMembers), whether by payment or the making of reasonable provision for payment thereof (which may include by the establishment of any reserve which that the General Partner Managing Member or the Liquidating Trustee deems deems, in that Person's sole discretion, necessary (with the balance remaining in its sole discretion to provide for any contingentsuch reserve, conditional or unmatured liabilities or obligations of the Partnership; at after the expiration of such period of time as the General Partner Managing Member or the Liquidating Trustee, as the case may be, deems advisable, the balance remaining in any such reserve and after payment of any such liabilities and obligations shall obligations, to be distributed in the manner hereinafter set forth in this Section 12.2(d9.5(d)).; (ii) Second, to the Partnership Unit Holders that Members who have made loans to the Partnership Company, on a pro rata basis (in accordance with the amount of loan principal of such loans then outstanding) until each shall have received the outstanding principal princi­pal of, and accrued and unpaid interest on, such those loans.; and (iii) Third, subject to Section 7.1(e), in the event that the Partnership has Post-IPO Accrued and Undistributed Profits, to the Partnership Unit Holders Members, in accordance with their Percentage Interests at the time the Post-IPO Accrued and Undistributed Profits were earned or accrued (as determined by the General Partner) until the Partnership has distributed all Post-IPO Accrued and Undistributed Profits; provided that if a Partnership Unit Holder Transfers or exchanges a Partnership Unit subsequent to the Partnership earning or accruing profits but prior to the distribution of such profitsSection 4.2, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Post-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged. (iv) Fourth, to the Partnership Unit Holders in proportion to their interests in the Grossed-Up Pre-IPO Profits until the Partnership has distributed all Grossed-Up Pre-IPO Profitsabove. The General Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (w) Net Grossed-Up Pre-IPO Profits and (x) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to the General Partner. A Limited Partner’s interest in the Grossed-Up Pre-IPO Profits shall equal the sum of (y) the Limited Partner’s portion of Pre-IPO Accrued and Undistributed Profits set forth in the Capital Account Register as of the Effective Time, and (z) any portion of the Limited Partners’ interests in the Pre-IPO Accrued and Undistributed Profits transferred to such Limited Partner; provided that if a Limited Partner Transfers or exchanges a Partnership Unit for Class A Common Stock or Convertible Preferred Stock subsequent to the Effective Time but prior to the distribution of such Pre-IPO Accrued and Undistributed Profits, the transferee (including, in the case of an exchange, the General Partner) shall be entitled to the Pre-IPO Accrued and Undistributed Profits associated with the Partnership Unit so Transferred or exchanged (subject, in the case of the General Partner, to any rights of holders of securities of the General Partner in respect of such Pre-IPO Accrued and Undistributed Profits). For the avoidance of doubt, the aggregate amount distributed under this Section 12.2(d)(iv) with respect to Limited Partners’ interests in the Grossed-Up Pre-IPO Profits shall not exceed the aggregate amount of Pre-IPO Accrued and Undistributed Profits. (v) Fifth, 100% to the Preferred Unit Holders (in proportion to their respective Capital Account balances), until the amount distributed on each Preferred Unit, including any preferential All distributions previously made pursuant to Section 7.2(a), equals the Preferred Unit Preference Amount; provided that no distributions shall be made pursuant to this Section 12.2(d)(v) following a Preference Termination Event (whereupon, all further distributions shall be made in the manner described in clauses (vi) and (vii) below). (vi) Sixth, in the event that any amounts were ever distributed pursuant to Section 7.2(a) or Section 12.2(d)(v), 100% to each of the Other Unit Holders (in proportion to their respective Capital Account balances), until the cumulative amount of all distributions made, or deemed to have been made, to such Other Unit Holders pursuant to Section 7.2(a) and Section 7.2(b) in respect of all Partial Capital Events since the Effective Time and this Section 12.2(d)(vi) equals the amount such Other Unit Holders would have received from all such distributions had each such distribution been made in accordance with the Partnership Unit Holders’ respective Percentage Interests at the times of such distributions. Distributions made pursuant to Section 7.2(a), Section 7.2(b), Section 12.2(d)(v) and this Section 12.2(d)(vi) shall not exceed, in the aggregate, an amount equal to the quotient of (i) the product of (x) the Preferred Unit Preference Amount multiplied by (y) the number of Preferred Units outstanding at the time of the initial distribution, if any, pursuant to Section 7.2(a) or, if no such distribution pursuant to Section 7.2(a) has been made, at the time of the first distribution pursuant to Section 12.2(d)(v) divided by (ii) the aggregate Percentage Interest of the Preferred Unit Holders at the time of the initial distribution referenced in the preceding clause (y). (vii) Seventh, to the Partnership Unit Holders in proportion to their respective Capital Account balances. (e) All distributions pursuant to Section 12.2(d9.5(d) shall be made as soon as reasonably practicable following the dissolution of the Partnership, and in any event no later than the last day latter of (I) the end of the Fiscal Year in during which the dissolution occurs or, if later, on the 90th day after the dissolution date. (f) Notwithstanding any other provision of this Agreement to the contrary, (i) a sale of all of or substantially all the Partnership Units, (ii) a merger or consolidation or similar business combination or conversion of or involving the Partnership or (iii) any other sale or other disposition (directly or indirectly, whether by operation of law or otherwise) of all or substantially all of the Partnership’s assets or business (other than in connection with a formal dissolution of the Partnership) shall be deemed a complete liquidation of the Partnership and neither the Partnership nor the General Partner shall authorize or permit the Partnership to enter into any such transaction unless in connection therewith appropriate provisions have been made so that, in the case of a transaction referred to in clause (i) Company occurs or (ii) above, 90 days after the aggregate net proceeds payable to holders date of Partnership Units in such transaction (taking into account the value of any Partnership Units retained immediately after completion of such transaction) or, in the case of a transaction referred to in clause (iii) above, the assets of the Partnership, shall be distributed in the manner specified in Section 12.2(d), except for de minimis variations therefromthat liquidation.