Common use of Distribution upon Dissolution Clause in Contracts

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2, unless the Partnership is continued pursuant to Section 12.2, the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the Partnership’s liabilities to the Partners in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon dissolution, the dissolution Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership pursuant to Section 12.2is completed. Upon the winding up of the Partnership, unless the Partnership is continued pursuant to Section 12.2General Partner, or any other Person designated by the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “LiquidatorLiquidation Agent”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and , shall take full account of the Partnership’s assets and liabilities and property, and of the Partnership property shall be liquidated and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof, and the . The proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) any liquidation shall be applied and distributed in the following order: (i) Firstfirst, to the satisfaction of all of the Partnership’s debts and liabilities to creditors of the Partnership (including Partners who are creditors (other than with respect to liabilities owed satisfaction of all indebtedness to Partners and their Affiliates to the extent otherwise permitted by Law and including any Group Expenses (as defined in satisfaction of liabilities for distributionsthe Cash Distribution Policy)), whether including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment or of any Contingencies and, at the making expiration of reasonable provision such period as shall be deemed advisable by the Liquidation Agent for payment thereof;distribution of the balance in the manner hereinafter provided in this Section 9.03; and (ii) Second, to the satisfaction of all of the Partnership’s liabilities to the Partners in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and Partners in accordance with the provisions priorities set forth in Article IV; provided, that the first distributions that would otherwise be distributed under this Section 9.03(a)(ii) to OEP in respect of Section 12.3(a), undivided interests the OEP-Owned Units shall instead be distributed pro rata in such Partnership assets as respect of the Liquidator deems not suitable for liquidationClass P Preferred Units until the aggregate amount of distributions to the Class P Preferred Units under this proviso equals the Class P Preferred Units Liquidation Amount. Any such distributions in kind The “Class P Preferred Units Liquidation Amount” shall be made only ifan amount equal to the sum of the Base Values of all of the Class P Common Units, less any Class P Preferred Units Liquidation Amounts distributed by the Other OpCos on the corresponding Class P Preferred Units issued by the other OpCos under the corresponding proviso in the good faith judgment limited partnership agreements of the Liquidator, such distributions in kind are in the best interest of the Holders, 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 timeOther OpCos. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), liquidating distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2Class P Preferred Units are less than the Class P Preferred Units Liquidation Amount, then the liquidating distributions otherwise distributable or payable to OEP (other than tax distributions) to from the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust Other OpCos shall be distributed to the Holders, from time Brookfield LP in order to timesatisfy the amount of the shortfall in the Class P Preferred Units Liquidation Amount and the Other OpCo Class P Preferred Units Liquidation Amount. In addition, in the reasonable discretion event of a shortfall in payment with respect to an Other OpCo Class P Preferred Units Liquidation Amount, liquidating distributions otherwise distributable (other than under Section 4.01(b)) or payable to OEP from the Partnership shall instead be paid to the Brookfield LP up to an amount equal to the shortfall of such Other OpCo Class P Preferred Units Liquidation Amount. For the avoidance of doubt, the Brookfield LP shall not, with respect to its Class P Preferred Units and comparable preferred units of the General Partnerother OpCos, be entitled to receive liquidating distributions in an amount greater than the same proportions sum of the Class P Preferred Units Liquidation Amount and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicableOther OpCo Class P Preferred Units Liquidation Amounts.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.2, unless the Partnership Company is continued pursuant to Section 12.2, the General Partner (or, in the event that there is no remaining General Partner Board of Managers or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected selected by a Majority in Interest the Board of the Partners Managers (the General Partner Board of Managers or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership Company and shall take full account of the PartnershipCompany’s liabilities and property, and the Partnership Company property shall be liquidated as promptly as is consistent with obtaining the fair value Fair Market Value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerBoard of Managers, include shares of stock in the Special Limited PartnerCorporation) shall be applied and distributed in the following order: (i) Firstfirst, to the satisfaction of all of the PartnershipCompany’s debts and liabilities to creditors including Partners Members who are creditors (other than with respect to liabilities owed to Partners Members in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Secondsecond, to the satisfaction of all of the PartnershipCompany’s liabilities to the Partners Members in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the balance, if any, to the Holders Members in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periodsSection 4.1. The General Partner Board of Managers shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the PartnershipCompany, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the PartnershipCompany, the Liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss to the HoldersMembers, 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 Partnership Company (including to those Holders Members as creditors) and/or distribute to the HoldersMembers, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith reasonable judgment of the Liquidator, such distributions in kind are in the best interest of the HoldersMembers, 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 Fair Market Value in its reasonable judgment of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder Member shall have no obligation to make any contribution to the capital of the Partnership Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner Board of Managers or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders Members pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders Members for the purpose of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership Company or of the General Partner Board of Managers arising out of or in connection with the Partnership Company and/or Partnership Company activities. The assets of any such trust shall be distributed to the HoldersMembers, from time to time, in the reasonable discretion of the General PartnerBoard of Managers, in the same proportions and amounts as would otherwise have been distributed to the Holders Member pursuant to this Agreementhereto; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, Company; provided that such withheld or escrowed amounts shall be distributed to the Holders Member in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2, unless the Partnership is continued pursuant to Section 12.2, the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the Partnership’s liabilities to the Partners in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, ; provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2, unless the Partnership is continued pursuant to Section 12.2dissolution, the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “Liquidator”)) Company shall not be responsible for overseeing terminated and shall continue until the winding up and dissolution of the Partnership and affairs of the Company is completed. Upon the winding up of the Company, the Managing Member, or any other Person designated by the Managing Member (the “Liquidation Agent”), shall take full account of the Partnership’s assets and liabilities of the Company and propertyshall, and unless the Partnership property shall be liquidated Managing Member determines otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, and the . The proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) any liquidation shall be applied and distributed in the following order: (ia) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors of the Company (including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for distributions)disbursement in payment of any Contingencies and, whether at the expiration of such period as shall be deemed advisable by payment or the making Liquidation Agent for distribution of reasonable provision for payment thereofthe balance in the manner hereinafter provided in this Section 9.03; (iib) Second, to the satisfaction of all of the Partnership’s liabilities (i) any payments due pursuant to Section 4.01(b), if any, to the Partners Members holding Class A Units for which such distributions are due, pro rata in satisfaction accordance with all such Members’ respective Class A Units for which such distributions are due and (ii) the payment of liabilities any Distribution Catch-Up Payments or payments to holders of Class Z Units payable in connection with such Dissolution Event as a result of any Class B Vesting Event or Class Z Vesting Event (including a Dissolution Event which is both a Class B Vesting Event and a Class Z Vesting Event), to the holders of such Class B Units and Class Z Units, respectively, pro rata among all such holders of Class B Units or Class Z Units, respectively, for distributions, whether by payment or the making of reasonable provision for payment thereofwhich such distributions are due; and (iiic) Subject to the terms of any Partnership Unit Designation, the The balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balancesMembers, after giving effect to all contributions, distributions and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and pro rata in accordance with the provisions Members’ respective Total Percentage Interests solely in respect of Section 12.3(a)Class A Units other than Unvested Class A Units (but including, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit avoidance of the General Partner and the Holders for the purpose of liquidating Partnership assetsdoubt, collecting amounts owed to the PartnershipClass B Units or Class Z-A Units which have automatically converted into Class A Units upon a Class B Vesting Event or Class Z-A Vesting Event, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or as applicable, occurring in connection with such Dissolution Event, and including any Class Z-B-1 Units and Class Z-B-2 Units which automatically converted into Class B Units upon a Class Z-B-1 Vesting Event or Class Z-B-2 Vesting Event and upon such conversion, automatically converted to Class A Units in connection with such Dissolution Event if such Dissolution Event constituted both a Class B Vesting Event and a Class Z Vesting Event), whereby the Partnership and/or Partnership activities. The assets holders of any such trust resulting Class A Units shall be distributed to the Holders, from time to time, treated as a holder of Class A Units in the reasonable discretion of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to accordance with this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable9.03).

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.2, unless the Partnership Company is continued pursuant to Section 12.2, the General Partner Managing Member (or, in the event that there is no remaining General Partner Managing Member or the General Partner Managing Member has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners Members (the General Partner Managing Member or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership Company and shall take full account of the PartnershipCompany’s liabilities and property, and the Partnership Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerManaging Member, include shares of stock in the Special Limited PartnerGenesis) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the PartnershipCompany’s debts and liabilities to creditors including Partners Members who are creditors (other than with respect to liabilities owed to Partners Members in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the PartnershipCompany’s liabilities to the Partners Members in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Company Unit Designation, the balance, if any, to the Holders Members in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periodsSection 4.1. The General Partner Managing Member shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the PartnershipCompany, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the PartnershipCompany, the Liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership Company (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner Managing Member and the Holders for the purpose of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership Company or of the General Partner Managing Member arising out of or in connection with the Partnership Company and/or Partnership Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General PartnerManaging Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the PartnershipCompany, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.213.1, unless the Partnership Company is continued pursuant to Section 12.213.1, the General Partner Manager (or, in the event that there is no remaining General Partner Manager or the General Partner Manager has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest Consent of the Partners Members) (the General Partner Manager or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership Company and shall take full account of the PartnershipCompany’s liabilities and property, and the Partnership Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the PartnershipCompany’s debts and liabilities to creditors creditors, including Partners Members who are creditors (other than with respect to liabilities owed to Partners Members in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the PartnershipCompany’s liabilities to the Partners Members in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the The balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. The General Partner Manager shall not receive any additional compensation for any services performed pursuant to this Article XIIXIII. (b) Notwithstanding the provisions of Section 12.3(a13.2(a) that require liquidation of the assets of the PartnershipCompany, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the PartnershipCompany, the Liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership Company (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a13.2(a), undivided interests in such Partnership Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and 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 Fair Market Value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership Company is “liquidated,” within the meaning of Treasury Regulations section Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII XIII to the Holders that have positive Capital Accounts in compliance with Treasury Regulations section Section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner Manager or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders Holder s pursuant to this Article XII XIII may be: (i) distributed to a trust established for the benefit of the General Partner Manager and the Holders for the purpose of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership Company or of the General Partner Manager arising out of or in connection with the Partnership Company and/or Partnership Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General PartnerManager, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the PartnershipCompany; provided, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a13.2(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2, unless the Partnership is continued Company pursuant to Section 12.2, the General Partner Managing Member (or, in the event that there is no remaining General Partner Managing Member or the General Partner Managing Member has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners Members (the General Partner Managing Member or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership Company and shall take full account of the PartnershipCompany’s liabilities and property, and the Partnership Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerManaging Member, include shares of stock in the Special Limited PartnerManaging Member) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the PartnershipCompany’s debts and liabilities to creditors including Partners Members who are creditors (other than with respect to liabilities owed to Partners Members in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the PartnershipCompany’s liabilities to the Partners Members in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the The balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periodsSection 5.1. The General Partner Managing Member shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the PartnershipCompany, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the PartnershipCompany, the Liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership Company (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event No Member shall be personally liable for a deficit Capital Account balance of that Member, it being expressly understood that the Partnership is “liquidated,” within the meaning distribution of Regulations section 1.704-1(b)(2)(ii)(g), distributions liquidation proceeds shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoeversolely from existing Company assets. In the sole and absolute discretion of the General Partner Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner Managing Member and the Holders for the purpose of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership Company or of the General Partner Managing Member arising out of or in connection with the Partnership Company and/or Partnership Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General PartnerManaging Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the PartnershipCompany, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon dissolution, the dissolution Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership pursuant to Section 12.2is completed. Upon the winding up of the Partnership, unless the Partnership is continued pursuant to Section 12.2General Partner, or any other Person designated by the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “LiquidatorLiquidation Agent”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and , shall take full account of the Partnership’s assets and liabilities and property, and of the Partnership property shall be liquidated and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof, and the . The proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) any liquidation shall be applied and distributed in the following order: (ia) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors of the Partnership (including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership’s liabilities Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the Partners expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereofmanner hereinafter provided in this Section 9.03; and (iiib) Subject to the terms of any Partnership Unit Designation, the The balance, if any, to the Holders in accordance with and Partners in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions the Class A Units and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) LTIP Units held by them; provided that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributions to a Partner in respect of an LTIP Unit shall be limited to the Partner’s Economic Capital Account Balance attributable to such LTIP Unit as of the date of the final distribution (and after taking into account any allocations pursuant to the dissolution) and (ii) amounts that otherwise would have been distributed to a trust established for such Partners in respect of LTIP Units in the benefit absence of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust clause (i) shall be distributed to the Holders, from time Partners holding Class A Units or LTIP Units in proportion to time, the Class A Units and LTIP Units held by them (excluding for this purpose all LTIP Units that are not eligible to participate in the reasonable discretion any further distributions as a result of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to foregoing clause (i) of this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable9.03(b)).

Distribution upon Dissolution. (a) Upon In the event of dissolution as provided in Section 11.01 above, the assets of the Partnership pursuant to Section 12.2, unless the Partnership is continued pursuant to Section 12.2, the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) shall be applied paid and distributed in the following order: (ia) First, to the satisfaction of all All of the Partnership’s debts and liabilities to creditors including Partners who are creditors (Persons other than with respect Unit Holders, but excluding secured creditors whose obligations will be assumed or otherwise transferred upon the liquidation of Partnership assets, shall be paid and discharged and any reserve deemed necessary by the Managing Partner or liquidator for the payment of such debts shall be set aside; (b) All of the Partnership’s debts and liabilities to liabilities owed Unit Holders, excluding any accrued and unpaid portion of any management fee, shall then be paid and discharged; and (c) The balance of the assets of the Partnership shall then be distributed to Partners the Unit Holders in satisfaction the following order: (i) first, to the Managing Partner in an amount equal to any accrued and unpaid portion of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereofany management fee; (ii) Secondsecond, to the satisfaction Unit Holders, pro rata, in proportion, and to the extent of all their remaining positive Capital Account balances; provided, however, that the Unit Holders’ Capital Accounts first shall be adjusted to reflect the manner in which any unrealized income, gain, loss and deduction inherent in the Partnership’s property (including oil and gas properties), which has not previously been reflected in the Unit Holders’ Capital Accounts, would be allocated among the Unit Holders if there had been a taxable disposition of the Partnership’s liabilities to assets at fair market value on the Partners in satisfaction date of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereofdistribution; and (iii) Subject to the terms of any Partnership Unit Designation, the balance, if anythird, to the Unit Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a8.0l(c). Upon dissolution, undivided interests in such Partnership each Unit Holder shall look solely to the assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in Partnership for the best interest return of the Holdersits Capital Contributions, and shall be subject entitled only 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 a cash distribution or a distribution in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership Partnership’s assets made in accordance with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable11.04 hereof.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2Company, unless the Partnership is continued pursuant to Section 12.2, the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “Liquidator”)) further business shall be responsible conducted except for overseeing the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of assets pursuant to the provisions of this Section. The Members shall appoint a “Liquidating Trustee” by unanimous vote. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions provided herein. (b) Upon dissolution of the Partnership and Company, the Liquidating Trustee shall take full account either sell the assets of the PartnershipCompany at the best price available, or the Liquidating Trustee may distribute to the Members all or any portion of the Company’s liabilities and propertyassets in kind. If any assets are to be distributed in kind, the Liquidating Trustee shall ascertain the fair market value of such assets, and the Partnership property each Member’s Capital Account shall be liquidated charged or credited, as promptly the case may be, as is consistent with obtaining the if such asset had been sold for cash at such fair market value thereof, and the Profit or Loss recognized thereby had been allocated to and among the Members in accordance with Article VII. (c) The net proceeds therefrom (which may, to resulting from the extent determined by liquidation of the General Partner, include shares assets of stock in the Special Limited Partner) Company shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors including Partners who are creditors (other than with respect to liabilities owed to Partners same manner set forth in satisfaction of liabilities for distributionsSection 6.2(a), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, and then to the satisfaction of all of the Partnership’s liabilities to the Partners in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the balance, if any, to the Holders in accordance with and Members in proportion to their positive Capital Account balances; provided, however, if the Capital Account balances of the Members determined on a tentative basis (after giving effect to all contributions, distributions and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed ), differ from the amounts that would be distributed to them pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership6.2 hereof, but subject then notwithstanding anything to the order contrary herein (except the allocations described Section 7.1(c) of priorities set forth thereinthis Agreement), if prior to or upon items of income, gain, loss and deduction shall be specially allocated among the Members for the fiscal year in which the dissolution of the PartnershipCompany occurs (and, if necessary, prior fiscal years) in order to conform the Liquidator determines that an immediate sale of part or all Capital Account balances of the Partnership’s assets Members to the amounts that would be impractical or would cause undue loss distributed to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary them pursuant to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a)6.2. Notwithstanding the foregoing, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind if any Member shall be made only ifindebted to the Company, in then, until payment of such indebtedness by said Member, the good faith judgment Liquidating Trustee shall retain such Member’s distributive share of the LiquidatorCompany properties and assets and, such distributions in kind are in after applying the best interest cost of the Holders, 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 and assets during the period of such time. The Liquidator shall determine liquidation against the fair market value income therefrom, the balance of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions income shall be made pursuant applied in liquidation of such indebtedness. However, if at the expiration of two (2) months after notice of such outstanding indebtedness has been given to this Article XII such Member, such amount has not been paid or otherwise liquidated in full, the Liquidating Trustee may sell the assets allocable to such Member at public or private sale at the Holders that have positive Capital Accounts best price immediately obtainable, such best price to be determined in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) the sole judgment of the Liquidating Trustee. As much of the proceeds of such sale as shall be necessary to the extent ofliquidate such indebtedness shall then be so applied, and in proportion tothe balance of such proceeds, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributionsif any, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to such Member. Any gain or loss realized for federal income tax purposes upon the Holdersdisposition of such assets shall, from time to time, in the reasonable discretion of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant extent permitted by law, be allocated to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) such Member, and to reflect the unrealized portion of any installment obligations owed extent not so permitted, to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders Members in the manner and order of priority set forth in Section 12.3(a) as soon as practicableaccordance with Article VII hereof.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2, unless the Partnership is continued pursuant to Section 12.2, the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the Partnership’s liabilities to the Partners in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale General Partner shall proceed, subject to the provisions set forth herein, to liquidate the Partnership and apply the proceeds of part such liquidation, or all to distribute Partnership assets, in the following order of priority: 1. to creditors, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation management fees payable to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the under Section 4.5 above (other than Deferred Management Fees) but excluding other than liabilities for distributions that would otherwise be made to Partners under Articles XII and XIV; 2. to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit establishment of any reserve which the General Partner and the Holders may deem reasonably deem reasonably necessary for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of Partnership. Such reserve may be paid over by the General Partner arising out of to any attorney at law, or other acceptable party, as escrow agent to be held for disbursement in connection with the Partnership and/or Partnership activities. The assets payment of any of the aforementioned liabilities and, at the expiration of such trust period as shall reasonably be distributed to the Holders, from time to time, in the reasonable discretion of deemed advisable by the General Partner, in for distribution of the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnershipbalance, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner hereinafter provided in this paragraph; 3. to Partners and order former Partners in satisfaction of priority liabilities for distributions under Articles XII and XIV, and 4. to the Limited Partners first for the return of their capital accounts Net Cumulative Capital Contributions as set forth in Section 12.3(a6.1 6.2 (treating the General Partner as a Limited Partner in respect to its Limited Partnership Interest) in proportion to the Partners’ respective capital accounts at the of such dissolution, with any remaining Partnership assets being distributed in proportion to the Partnership Interests on the date of dissolution.; 5. to the General Partner in payment of the remaining balance, if any, of the Deferred Management Fee; and 6. any remaining Partnership assets, 20% to the General Partner in respect to its Profits Interest and 80% to the Limited Partners in proportion to the Limited Partner’s respective Capital Account balances at the time of distribution (treating the General Partner as soon a Limited Partner in respect of its Limited Partnership Interest). Notwithstanding any other provision of this Agreement, no Partner shall be obligated to restore a deficit in the Partner’s Capital Account, and such deficit shall not be considered to be an obligation for any purpose whatsoever. Section 15.3 has been amended as practicable.follows:

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2, unless the Partnership is continued pursuant to Section 12.2Company, the General Partner (orBoard, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected designated by a Majority in Interest of the Partners Board (the General Partner or such other Person being referred to herein as the “LiquidatorLiquidation Agent”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and , shall take full account of the Partnership’s assets and liabilities of the Company and propertyshall, and unless the Partnership property Board shall be liquidated determine otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, and the . The proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) any liquidation shall be applied and distributed in accordance with Section 10.03(c). (b) All saleable assets of the Company may be sold or retained by the Company for distribution to the Members in connection with any liquidation at public or private sale at such price and upon such terms as the Board may deem advisable. Any Member or any Person in which any Member is in any way interested may purchase assets at such sale, provided that such purchase is on commercially reasonable terms. (c) Upon the dissolution of the Company, the assets of the Company shall be distributed in the following orderorder of priority: (i) Firstfirst, to the satisfaction payment of all of the Partnership’s debts and liabilities to creditors including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of liabilities for distributions), whether by payment or the making Company and the expenses of reasonable provision for payment thereofliquidation; (ii) Secondsecond, to the satisfaction of all of the Partnership’s liabilities to the Partners in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms establishment of any Partnership Unit Designation, reserve which the balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations Liquidation Agent shall deem reasonably necessary for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership Company (“Contingencies”). Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement to payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the General Partner arising out of or balance in connection with the Partnership and/or Partnership activities. The assets of manner hereinafter provided in this Section 10.03; and (iii) third, any such trust balance shall be distributed to the Holders, from time to time, Members in accordance with the reasonable discretion positive balances in their respective Capital Accounts. (d) In the event it is necessary in connection with the liquidation of the General PartnerCompany to distribute property in kind, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts property shall be distributed on the basis of its Fair Market Value net of any liabilities encumbering such assets and, to the Holders greatest extent possible, shall be distributed pro rata in accordance with the total amounts to be distributed to each Member as liquidation proceeds pursuant to Section 10.03(c)(iii). Such in-kind distributions may be effected so as to vest in each of the Members receiving such an in-kind distribution, as tenants-in-common, an undivided interest in the manner and property distributed. Notwithstanding the foregoing, the Liquidation Agent shall have the discretion, in order to avoid an administratively burdensome large number of priority set forth owners of the same property, to distribute cash in Section 12.3(a) as soon as practicablelieu of property in the case of Members who otherwise would receive only a de minimis interest in such property.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.2, unless the Partnership Company is continued pursuant to Section 12.2, the General Partner Managing Member (or, in the event that there is no remaining General Partner or the General Partner Managing Member has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Majority-in-Interest of the Partners Members (the General Partner Managing Member or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership Company and shall take full account of the PartnershipCompany’s liabilities and property, and the Partnership Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerManaging Member, include shares of stock in the Special Limited PartnerManaging Member) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the PartnershipCompany’s debts and liabilities to creditors including Partners Members who are creditors (other than with respect to liabilities owed to Partners Members in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the PartnershipCompany’s liabilities to the Partners Members in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Company Unit Designation, the balance, if any, to the Holders Members, in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, the same manner as distributions and allocations for all periodsunder Section 4.1. The General Partner Managing Member shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the PartnershipCompany, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the PartnershipCompany, the Liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership Company (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occursof the dissolution of the Company pursuant to Section 12.2), such Holder shall have no obligation to make any contribution to the capital of the Partnership Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner Managing Member and the Holders for the purpose of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership Company or of the General Partner Managing Member arising out of or in connection with the Partnership Company and/or Partnership Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General PartnerManaging Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the PartnershipCompany, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.2, unless the Partnership Company is continued pursuant to Section 12.2, the General Partner Managing Member (or, in the event that there is no remaining General Partner or the General Partner Managing Member has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners Members (the General Partner Managing Member or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership Company and shall take full account of the PartnershipCompany’s liabilities and property, and the Partnership Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerManaging Member, include shares of stock in the Special Limited PartnerManaging Member) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the PartnershipCompany’s debts and liabilities to creditors including Partners Members who are creditors (other than with respect to liabilities owed to Partners Members in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the PartnershipCompany’s liabilities to the Partners Members in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Company Unit Designation, the balance, if any, to the Holders Members, in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, the same manner as distributions and allocations for all periodsunder Section 4.1. The General Partner Managing Member shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the PartnershipCompany, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the PartnershipCompany, the Liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership Company (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occursof the dissolution of the Company pursuant to Section 12.2), such Holder shall have no obligation to make any contribution to the capital of the Partnership Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner Managing Member and the Holders for the purpose of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership Company or of the General Partner Managing Member arising out of or in connection with the Partnership Company and/or Partnership Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General PartnerManaging Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the PartnershipCompany, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.2, unless the Partnership Company is continued pursuant to Section 12.2, the General Partner Managing Member (or, in the event that there is no remaining General Partner Managing Member or the General Partner Managing Member has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners Members (the General Partner Managing Member or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership Company and shall take full account of the PartnershipCompany’s liabilities and property, and the Partnership Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerManaging Member, include shares of stock in the Special Limited PartnerManaging Member) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the PartnershipCompany’s debts and liabilities to creditors including Partners Members who are creditors (other than with respect to liabilities owed to Partners Members in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the PartnershipCompany’s liabilities to the Partners Members in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Company Unit Designation, the balance, if any, to the Holders Members in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periodsSection 4.1. The General Partner Managing Member shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the PartnershipCompany, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the PartnershipCompany, the Liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership Company (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner Managing Member and the Holders for the purpose of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership Company or of the General Partner Managing Member arising out of or in connection with the Partnership Company and/or Partnership Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General PartnerManaging Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the PartnershipCompany, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2, unless the Partnership is continued pursuant to Section 12.2, the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners and Pubco (the General Partner or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the Partnership’s liabilities to the Partners in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the The balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periodsSection 4.1. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event No Partner shall be personally liable for a deficit Capital Account balance of that Partner, it being expressly understood that the Partnership is “liquidated,” within the meaning distribution of Regulations section 1.704-1(b)(2)(ii)(g), distributions liquidation proceeds shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the solely from existing Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoeverassets. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2, unless the Partnership is continued pursuant to Section 12.2dissolution, the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “Liquidator”)) Company shall not be responsible for overseeing terminated and shall continue until the winding up and dissolution of the Partnership and affairs of the Company is completed. Upon the winding up of the Company, the Managing Member, or any other Person designated by the Managing Member (the “Liquidation Agent”), shall take full account of the Partnership’s assets and liabilities of the Company and propertyshall, and unless the Partnership property shall be liquidated Managing Member determines otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, and the . The proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) any liquidation shall be applied and distributed in the following order: (ia) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors of the Company (including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for distributions)disbursement in payment of any Contingencies and, whether at the expiration of such period as shall be deemed advisable by payment or the making Liquidation Agent for distribution of reasonable provision for payment thereofthe balance in the manner hereinafter provided in this Section 9.03; (iib) Second, to the satisfaction of all of the Partnership’s liabilities “catch-up” distributions due pursuant to Section 4.01(b), if any, to the Partners Members holding any such Vested Units for which such distributions are due pro rata in satisfaction of liabilities accordance with all such Members’ respective Vested Units for distributions, whether by payment or the making of reasonable provision for payment thereofwhich such distributions are due; and (iiic) Subject to the terms of any Partnership Unit Designation, the The balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balancesMembers, after giving effect to all contributions, distributions and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and pro rata in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to Members’ respective Vested Percentage Interests (taking into account any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property amounts previously deemed distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, Section 5.07 and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occursnot offset against prior distributions), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership Company pursuant to Section 12.213.2, unless the Partnership Company is continued pursuant to Section 12.213.2, the General Partner (or, in the event that there is no remaining General Partner Board of Managers or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners Members (the General Partner Board of Managers or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership Company and shall take full account of the PartnershipCompany’s liabilities and property, and the Partnership Company property shall be liquidated as promptly as is consistent with obtaining the fair value Fair Market Value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerBoard of Managers, include shares of stock in the Special Limited PartnerCorporation) shall be applied and distributed in the following order: (i) Firstfirst, to the satisfaction of all of the PartnershipCompany’s debts and liabilities to creditors including Partners Members who are creditors (other than with respect to liabilities owed to Partners Members in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Secondsecond, to the satisfaction of all of the PartnershipCompany’s liabilities to the Partners Members in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the balance, if any, to the Holders Member in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periodsSection 5.1. The General Partner Board of Managers shall not receive any additional compensation for any services performed pursuant to this Article XIIXIII. (b) Notwithstanding the provisions of Section 12.3(a13.3(a) that require liquidation of the assets of the PartnershipCompany, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the PartnershipCompany, the Liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss to the HoldersMembers, 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 Partnership Company (including to those Holders Members as creditors) and/or distribute to the HoldersMembers, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a13.3(a), undivided interests in such Partnership Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the HoldersMembers, 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 Fair Market Value in its good faith of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder Member shall have no obligation to make any contribution to the capital of the Partnership Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership Company or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner Board of Managers or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders Members pursuant to this Article XII XIII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders Members for the purpose of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership Company or of the General Partner Board of Managers arising out of or in connection with the Partnership Company and/or Partnership Company activities. The assets of any such trust shall be distributed to the HoldersMembers, from time to time, in the reasonable discretion of the General PartnerBoard of Managers, in the same proportions and amounts as would otherwise have been distributed to the Holders Member pursuant to this Agreementhereto; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, Company; provided that such withheld or escrowed amounts shall be distributed to the Holders Member in the manner and order of priority set forth in Section 12.3(a13.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon dissolution, the dissolution Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership pursuant to Section 12.2is completed. Upon the winding up of the Partnership, unless the Partnership is continued pursuant to Section 12.2General Partner, or any other Person designated by the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “LiquidatorLiquidation Agent”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and , shall take full account of the Partnership’s assets and liabilities and property, and of the Partnership property shall be liquidated and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. Upon dissolution of the Partnership, and the proceeds therefrom (which may, to assets of the extent determined by the General Partner, include shares of stock in the Special Limited Partner) Partnership shall be applied and distributed in the following order: (ia) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors of the Partnership (including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership’s liabilities Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the Partners expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereofmanner hereinafter provided in this Section 9.03; and (iiib) Subject to the terms of any Partnership Unit Designation, the The balance, if any, to the Holders in accordance with and Partners in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions the Class A Units and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) LTIP Units held by them; provided that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributions to a Partner in respect of an LTIP Unit shall be limited to the Partner’s Economic Capital Account Balance attributable to such LTIP Unit as of the date of the final distribution (and after taking into account any allocations pursuant to the dissolution) and (ii) amounts that otherwise would have been distributed to a trust established for such Partners in respect of LTIP Units in the benefit absence of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust clause (i) shall be distributed to the Holders, from time Partners holding Class A Units or LTIP Units in proportion to time, the Class A Units and LTIP Units held by them (excluding for this purpose all LTIP Units that are not eligible to participate in the reasonable discretion any further distributions as a result of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to foregoing clause (i) of this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable9.03(b)).

Distribution upon Dissolution. (a) Upon In the event of dissolution as provided in Section 11.01 above, the assets of the Partnership pursuant to Section 12.2, unless the Partnership is continued pursuant to Section 12.2, the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) shall be applied paid and distributed in the following order: (ia) First, to the satisfaction of all All of the Partnership’s debts and liabilities to creditors including Partners who are creditors (Persons other than with respect Unit Holders, but excluding secured creditors whose obligations will be assumed or otherwise transferred upon the liquidation of Partnership assets, shall be paid and discharged and any reserve deemed necessary by the Managing Partner or liquidator for the payment of such debts shall be set aside; (b) All of the Partnership’s debts and liabilities to liabilities owed Unit Holders, excluding any accrued and unpaid portion of any management fee, shall then be paid and discharged; and (c) The balance of the assets of the Partnership shall then be distributed to Partners the Unit Holders in satisfaction the following order: (i) first, to the Managing Partner in an amount equal to any accrued and unpaid portion of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereofany management fee; (ii) Secondsecond, to the satisfaction Unit Holders, pro rata, in proportion, and to the extent of all their remaining positive Capital Account balances; provided, however, that the Unit Holders’ Capital Accounts first shall be adjusted to reflect the manner in which any unrealized income, gain, loss and deduction inherent in the Partnership’s property (including oil and gas properties), which has not previously been reflected in the Unit Holders’ Capital Accounts, would be allocated among the Unit Holders if there had been a taxable disposition of the Partnership’s liabilities to assets at fair market value on the Partners in satisfaction date of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereofdistribution; and (iii) Subject to the terms of any Partnership Unit Designation, the balance, if anythird, to the Unit Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a8.01(c). Upon dissolution, undivided interests in such Partnership each Unit Holder shall look solely to the assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in Partnership for the best interest return of the Holdersits Capital Contributions, and shall be subject entitled only 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 a cash distribution or a distribution in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership Partnership’s assets made in accordance with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable11.04 hereof.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2, unless the Partnership is continued Company pursuant to Section 12.2, the General Partner Managing Member (or, in the event that there is no remaining General Partner Managing Member or the General Partner PubCo has dissolved, become Bankrupt bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners Members (the General Partner Managing Member or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership Company and shall take full account of the PartnershipCompany’s liabilities and property, and the Partnership Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerManaging Member, include shares of stock in the Special Limited PartnerPubCo) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the PartnershipCompany’s debts and liabilities to creditors including Partners Members who are creditors (other than with respect to liabilities owed to Partners Members in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the PartnershipCompany’s liabilities to the Partners Members in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the The balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periodsSection 5.1. The General Partner Managing Member shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the PartnershipCompany, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the PartnershipCompany, the Liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership Company (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event No Member shall be personally liable for a deficit Capital Account balance of that Member, it being expressly understood that the Partnership is “liquidated,” within the meaning distribution of Regulations section 1.704-1(b)(2)(ii)(g), distributions liquidation proceeds shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoeversolely from existing Company assets. In the sole and absolute discretion of the General Partner Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner Managing Member and the Holders for the purpose of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership Company or of the General Partner Managing Member arising out of or in connection with the Partnership Company and/or Partnership Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General PartnerManaging Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the PartnershipCompany, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2, unless the Partnership is continued pursuant to Section 12.2, the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the Partnership’s liabilities to the Partners in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale General Partner shall proceed, subject to the provisions set forth herein, to liquidate the Partnership and apply the proceeds of part such liquidation, or all to distribute Partnership assets, in the following order of priority: 1. to creditors, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated,” within the meaning of Regulations section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation management fees payable to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the under Section 4.5 above (other than Deferred Management Fees) but excluding liabilities for distributions that would otherwise be made to Partners under Articles XII and XIV; 2. to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit establishment of any reserve which the General Partner and the Holders may reasonably deem reasonably necessary for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of Partnership. Such reserve may be paid over by the General Partner arising out of to any attorney at law, or other acceptable party, as escrow agent to be held for disbursement in connection with the Partnership and/or Partnership activities. The assets payment of any of the aforementioned liabilities and, at the expiration of such trust period as shall reasonably be distributed to the Holders, from time to time, in the reasonable discretion of deemed advisable by the General Partner, in for distribution of the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnershipbalance, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner hereinafter provided in this paragraph; Formatted: Font: Times New Roman, 8 pt Formatted: Tab stops: 3", Centered + 6", Right + Not at 0.73" 3. to Partners and order former Partners in satisfaction of priority liabilities for distributions under Articles XII and XIV; 4. to the Limited Partners for the return of their Net Cumulative Capital Contributions as set forth in Section 12.3(a) 6.2 (treating the General Partner as soon a Limited Partner in respect of its Limited Partnership Interest); 5. to the General Partner in payment of the remaining balance, if any, of the Deferred Management Fee; and 6. any remaining Partnership assets, 20% to the General Partner in respect of its Profits Interest and 80% to the Limited Partners in proportion to the Limited Partners' respective Capital Account balances at the time of the distribution (treating the General Partner as practicablea Limited Partner in respect of its Limited Partnership Interest). Notwithstanding any other provision of this Agreement, no Partner shall be obligated to restore a deficit in the Partner’s Capital Account, and such deficit shall not be considered to be an obligation for any purpose whatsoever.

Distribution upon Dissolution. (a) Upon the dissolution of the Partnership pursuant to Section 12.2, unless the Partnership is continued pursuant to Section 12.2, the General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) shall be applied and distributed in the following order: (i) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of liabilities for distributions), whether by payment or the making of reasonable provision for payment thereof; (ii) Second, to the satisfaction of all of the Partnership’s liabilities to the Partners in satisfaction of liabilities for distributions, whether by payment or the making of reasonable provision for payment thereof; and (iii) Subject to the terms of any Partnership Unit Designation, the The balance, if any, to the Holders in accordance with and in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periodsSection 4.1. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. (b) Notwithstanding the provisions of Section 12.3(a) that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.3(a), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event No Partner shall be personally liable for a deficit Capital Account balance of that Partner, it being expressly understood that the Partnership is “liquidated,” within the meaning distribution of Regulations section 1.704-1(b)(2)(ii)(g), distributions liquidation proceeds shall be made pursuant to this Article XII to the Holders that have positive Capital Accounts in compliance with Regulations section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the solely from existing Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoeverassets. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article XII may be: (i) distributed to a trust established for the benefit of the General Partner and the Holders for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the reasonable discretion of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 12.3(a) as soon as practicable.